General Terms & Conditions

1. Introduction

These General Terms & Conditions ("Terms") govern the provision of products and services by Satrap ApS ("Satrap", "we", "us" or "our") to its business customers ("Customer", "you" or "your").

Satrap ApS is a Danish company specialising in custom software development, websites, webshops, artificial intelligence solutions, digital services, creative production and related technology services.

Satrap offers its products and services through different commercial arrangements, including one time purchases, fixed price projects, individually negotiated agreements and recurring subscriptions.

These Terms establish the general contractual framework between Satrap and its Customers, subject to the exclusions expressly stated in Section 2.

By entering into an agreement with Satrap for services governed by these Terms, the Customer accepts these Terms together with any additional conditions expressly applicable to the purchased services.

2. Scope and Applicability

2.1 Business Customers

Satrap provides its products and services exclusively to businesses, organisations, public institutions and professionals acting within their commercial or professional activities, unless expressly agreed otherwise.

By placing an order, the Customer confirms that the purchase is made for business or professional purposes and that the person entering into the agreement is authorised to bind the Customer.

Satrap may request relevant business identification or registration information before accepting an order.

These Terms are not intended to govern consumer transactions.

2.2 General Application

These Terms apply to services supplied directly by Satrap under its general service agreements, including custom development, creative services, consultancy, hosting and other individually contracted services.

They apply unless an individual written agreement expressly provides otherwise or the product falls within the exclusions stated below.

2.3 Excluded Products and Separate Terms

The following products are governed by their respective Product Specific Terms & Conditions:

1. Satrap CMS
2. Satrap CRM
3. SatDent

These General Terms do not govern the purchase, licensing, use, operation, support, billing, cancellation or termination of these products unless the applicable Product Specific Terms expressly incorporate them by reference.

No provision of these General Terms shall independently grant, imply or extend rights, benefits, features, service levels, warranties or contractual obligations concerning these products.

Where a Customer purchases a separately contracted service from Satrap, such as custom development or consultancy involving one of these products, these General Terms may govern that separately contracted service without altering the Product Specific Terms governing the product itself.

2.4 Order of Precedence

For services governed by these General Terms, the following order of precedence applies in the event of conflicting contractual provisions:

1. Individually negotiated agreements and expressly accepted contractual amendments.
2. Accepted quotations, statements of work and order confirmations, concerning the specific services, prices, deliverables and conditions they expressly regulate.
3. These General Terms & Conditions.

A quotation, order confirmation or statement of work shall not modify the terms of an excluded product unless an amendment has been expressly authorised and accepted in accordance with that product's own contractual requirements.

Data Processing Agreements govern personal data processing within their defined scope and take precedence on matters where required by applicable data protection legislation.

Mandatory legal provisions always prevail.

2.5 Independent Agreements

The purchase, cancellation, suspension or termination of one separately contracted service does not automatically affect other independently purchased services.

An exception applies where services are expressly dependent on one another or their agreements provide otherwise.

3. Quotations and Agreements

3.1 Quotations

Satrap may provide written quotations specifying proposed services, deliverables, pricing, technical requirements and applicable conditions.

Unless otherwise stated, quotations remain valid for 30 calendar days from their date of issue.

Satrap reserves the right to withdraw or amend a quotation before acceptance, subject to applicable law.

3.2 Agreement Formation

A binding agreement is established when Satrap accepts an order in writing, both parties sign an agreement, or Satrap confirms an order placed through an approved purchasing process.

The publication of products, prices or service descriptions does not by itself constitute acceptance of an order.

Satrap reserves the right to decline orders before an agreement has been concluded.

3.3 Scope of Work

The accepted quotation, order confirmation, service description or individual agreement determines the agreed scope.

Only expressly included services, deliverables and functionality form part of the agreed price.

Any service, feature, integration, compatibility requirement or deliverable not expressly included is excluded from the agreed scope.

3.4 Changes to Agreements

Changes to the agreed scope must be accepted by Satrap before becoming binding.

Satrap is not obliged to perform additional work solely because the Customer requests it.

Additional work may require a revised quotation, separate payment and adjustment of the delivery schedule.

3.5 Customer Purchase Conditions

The Customer's own purchasing terms, standard conditions or procurement documents shall not apply unless Satrap has expressly accepted them in writing.

Acceptance of a purchase order, receipt of payment or commencement of work does not by itself constitute acceptance of the Customer's standard terms.

4. Pricing and Taxes

4.1 General Pricing

Unless expressly stated otherwise, all prices are exclusive of VAT and other applicable taxes.

Prices are specified in Danish kroner or another currency expressly agreed with the Customer.

4.2 Fixed Prices

Fixed prices apply exclusively to the agreed scope of work.

Any additions or modifications may result in additional charges and revised delivery conditions.

4.3 Additional Charges

Additional charges may apply to services outside the agreed scope, including development, revisions, technical assistance, integrations and support.

Work outside the original agreement shall be subject to Satrap's applicable rates or a separately accepted quotation.

Satrap is not obliged to perform such work until the Customer has accepted the applicable charges.

4.4 Usage Based Costs

Certain services may involve variable costs arising from external APIs, artificial intelligence processing, storage, infrastructure consumption or third party providers.

Such charges are governed by the applicable service agreement, disclosed usage rates or other agreed pricing arrangements.

Usage charges incurred before the effective termination of the relevant service remain payable, including charges not yet invoiced at the time of termination.

4.5 Price Adjustments for Recurring Services

Satrap reserves the contractual right to adjust prices for recurring services by giving at least 30 calendar days' written notice.

For subscriptions without a fixed price commitment, revised prices shall take effect on the first applicable billing period following the expiry of the notice period.

Where a price increase materially affects the Customer and is not already covered by an agreed adjustment mechanism, the Customer may terminate the affected subscription before the revised price takes effect.

Unless expressly agreed otherwise, prices fixed for a defined contractual commitment period shall remain unchanged during that period.

Revised prices may take effect upon renewal or expiry of the fixed price commitment.

4.6 Annual Price Regulation

Where expressly specified in the applicable agreement, recurring charges may be adjusted annually according to an identified official price index or another agreed calculation method.

Such adjustments shall follow the agreed mechanism and applicable notice requirements.

4.7 Taxes and External Costs

The Customer is responsible for applicable taxes, bank charges, currency conversion costs and other external charges arising from the Customer's chosen payment method or jurisdiction, except where Satrap is legally responsible for such amounts.

5. Invoicing and Payment

5.1 Standard Payment Terms

Unless otherwise agreed in writing, invoices are payable within 14 calendar days from the invoice date.

Satrap may require different payment arrangements for particular services, including advance payment, milestone payments or recurring charges.

5.2 Advance Payments

Satrap may require full or partial payment before commencing work or delivering services.

Unless otherwise agreed, Satrap is not obliged to commence or continue work until the required payment has been received.

5.3 Recurring Payments

Where the Customer authorises recurring payments, Satrap or its payment service provider may collect the agreed charges according to the applicable billing schedule.

The Customer is responsible for maintaining valid payment information and sufficient available funds.

Failure of an automatic payment does not remove the underlying payment obligation.

5.4 Late Payments

Invoices not paid by the agreed due date are considered overdue.

Satrap reserves the right to charge statutory default interest in accordance with the Danish Interest Act (Renteloven).

Satrap may also charge reminder fees, statutory compensation for recovery costs in business transactions and applicable collection expenses, to the extent permitted by Danish law.

Such fees shall be calculated according to the legally applicable rates and conditions.

5.5 Suspension for Non Payment

Satrap reserves the right to suspend affected ongoing services where payment remains overdue following written notice and a reasonable opportunity to remedy the default.

Suspension may affect hosting, email, software access, API connections and other dependent services supplied under the affected agreement.

Satrap shall not be liable for losses resulting from a suspension carried out in accordance with the agreement and applicable law.

Suspension does not release the Customer from payment obligations already incurred.

5.6 Restoration

Suspended services may be restored after all relevant overdue amounts have been settled, provided the agreement remains active and restoration is technically possible.

Satrap does not guarantee restoration of data or functionality that has been lawfully deleted or permanently discontinued in accordance with the agreement.

Additional recovery or restoration work may be charged separately where permitted and agreed.

5.7 Payment Disputes

The Customer must notify Satrap promptly of any disputed invoice and provide sufficient information to substantiate the objection.

A dispute relating to part of an invoice does not suspend payment of undisputed amounts.

Satrap reserves its contractual and statutory remedies in relation to overdue payments.

5.8 Recovery Costs

Where overdue amounts are referred for collection, Satrap may recover legally permitted collection expenses, interest and applicable compensation.

6. One Time Purchases

6.1 General

One time purchases cover individually purchased services and deliverables without an inherent requirement for an ongoing subscription.

These may include graphic design, content production, software development, consultancy, AI generated media and other digital services.

6.2 Delivery

A one time purchase is delivered when Satrap has supplied the agreed deliverables or completed the agreed services, subject to any applicable acceptance procedure.

6.3 No Automatic Ongoing Services

A one time purchase does not automatically include hosting, maintenance, monitoring, support, API consumption, software updates or recurring third party services.

Such services must be separately agreed.

6.4 Cancellation

If the Customer cancels an accepted order before completion, Satrap is entitled to payment for work performed, committed resources, approved expenses and other losses or amounts recoverable under the agreement and applicable law.

Satrap may withhold unfinished deliverables pending settlement of outstanding payment obligations, to the extent permitted by law.

6.5 Completed Work

Once an agreed service has been completed and delivered, the Customer is not entitled to cancellation or reimbursement solely because the Customer no longer requires the service or has changed its preferences.

This does not affect contractual or statutory remedies for defects or breach.

7. Custom Development and Project Services

7.1 Custom Development

Satrap develops customised digital solutions according to the specifications agreed with the Customer.

Custom development may include websites, webshops, applications, artificial intelligence solutions, business automation and integrations.

7.2 Specifications

The agreed specifications determine the project's design, functionality, integrations and deliverables.

Satrap is not required to deliver functionality, compatibility, capacity or performance beyond what was expressly agreed.

7.3 Additional Development

Requests that expand or modify the agreed scope constitute additional work.

Satrap may require a separate quotation and payment before implementing such requests.

Additional requirements may affect the delivery schedule.

7.4 Customer Cooperation

The Customer must provide all reasonably required information, materials, access, instructions and approvals within the agreed timeframes.

Where the Customer fails to provide the necessary cooperation, Satrap may suspend the affected work and adjust the project schedule accordingly.

Satrap shall not be responsible for delays directly attributable to the Customer's failure to fulfil agreed obligations.

7.5 Delivery Dates

Delivery dates are estimates unless expressly agreed as binding deadlines.

Satrap is not liable for delays resulting from incomplete Customer information, delayed approvals, changes in scope or other circumstances beyond its reasonable control.

7.6 Delivery and Acceptance

Upon notification of completion, the Customer shall have 10 business days to inspect the deliverables and submit written notice of material deviations from the agreed specifications that are reasonably identifiable upon inspection.

Any such notice must identify the alleged defect with sufficient detail to allow Satrap to investigate.

If the Customer does not submit a valid notice within the review period, the deliverables shall be deemed accepted with respect to defects reasonably discoverable during inspection.

Satrap's delivery notification shall inform the Customer of the applicable review period and the consequences of failing to submit a valid objection.

Production use of the delivered solution may also constitute acceptance where the Customer has been informed of this consequence and the circumstances reasonably establish acceptance.

Acceptance does not waive claims for qualifying latent defects that could not reasonably have been discovered during the review period.

7.7 Defects and Remedial Work

A defect exists where a delivered solution materially fails to conform to the agreed specifications.

Satrap shall have the first opportunity to investigate and remedy any verified defect for which it is responsible.

The Customer shall provide reasonable access and cooperation necessary for investigation and remediation.

Satrap may determine an appropriate technical method for remedying the defect, provided the agreed functionality is achieved.

The Customer may not engage a third party to correct an alleged defect at Satrap's expense without first providing Satrap a reasonable opportunity to remedy it, except where applicable law or the circumstances justify otherwise.

7.8 Warranty and Notification Period

Unless a different period has been expressly agreed, the contractual defect correction period for custom developed deliverables is 90 calendar days from acceptance.

Defects discovered during this period must be reported in writing without undue delay and with sufficient supporting information.

The 90 day period defines Satrap's included post delivery defect correction service and does not constitute a promise of indefinite maintenance or technical support.

Any further defect claims shall be governed by the agreement, applicable notification requirements and Danish law.

7.9 Exclusions

The included defect correction service does not cover:

1. New functionality or changed requirements.
2. Changes to previously approved design preferences.
3. Problems attributable to Customer modifications.
4. Problems attributable to modifications by third parties.
5. Changes in external APIs, platforms or services after delivery.
6. Incorrect Customer configuration or use outside the agreed specifications.
7. Compatibility with systems or environments not included in the agreement.

Such work may be offered as a separately chargeable service.

7.10 Project Closure

Once the deliverables have been accepted and the applicable included correction obligations have been fulfilled, Satrap has no obligation to provide further development, maintenance or support without a separate agreement.

8. Subscriptions and Recurring Services

8.1 Subscription Scope

Recurring services governed by these General Terms are supplied according to their applicable service agreements.

Only expressly included functionality, resources, maintenance and support form part of the subscription.

8.2 Billing Periods and Automatic Renewal

Subscription fees are charged according to the agreed billing cycle.

Unless otherwise expressly agreed, subscriptions automatically renew for consecutive billing periods of the same length until validly cancelled in accordance with the applicable agreement.

A billing period does not automatically establish a minimum commitment period.

Failure to use a subscribed service does not constitute cancellation and does not remove the obligation to pay applicable subscription fees.

8.3 Binding Periods

Any minimum commitment must be expressly specified in the applicable agreement.

Where no minimum commitment or separate cancellation arrangement applies, the Customer may terminate a recurring subscription with effect at the end of the current paid billing period, provided notice is received before the next renewal or charge is processed.

8.4 Cancellation

Cancellation must be submitted through an available account management function or an authorised written communication channel.

Satrap may require reasonable verification of the Customer's authority to terminate the service.

Cancellation does not remove outstanding payment obligations.

8.5 Refunds

Fees for completed services or subscription periods already commenced are not automatically refundable.

Refunds are available only where expressly agreed or required by applicable contractual or legal remedies.

8.6 Subscription Changes

Upgrades, downgrades and optional service changes are governed by the applicable service terms.

Changes may affect pricing, available features, included resources and access.

8.7 Service Dependencies

Cancellation of a service may affect other services that technically depend on it.

Satrap shall not be required to maintain dependent functionality where the necessary underlying service has been validly terminated.

9. Customer Responsibilities

9.1 Customer Information

The Customer is responsible for providing accurate, complete and lawful instructions, information and materials.

Satrap may rely on information supplied by the Customer when performing the agreed work.

9.2 Legal Compliance

The Customer is responsible for ensuring that its business activities, website content, marketing materials, products and use of delivered solutions comply with applicable legislation.

This includes, where relevant, consumer protection, electronic commerce, marketing, accessibility, cookie requirements and data protection.

Satrap is responsible for compliance work expressly included in its agreed scope and for obligations independently imposed on Satrap by law.

9.3 Customer Materials

The Customer warrants that it possesses the rights and permissions necessary for Satrap to use materials provided by the Customer.

9.4 Security and Access

The Customer must protect accounts, passwords and credentials under its control and notify Satrap promptly of suspected unauthorised access affecting Satrap's services.

9.5 Acceptable Use

The Customer shall not use Satrap's services for unlawful activities, intellectual property infringement, distribution of malicious software, unauthorised access or conduct materially threatening the security of Satrap or other users.

9.6 Customer Indemnification

The Customer shall indemnify Satrap against reasonable third party claims, damages, costs and expenses arising directly from unlawful Customer supplied materials, infringement of third party rights by such materials, or the Customer's unlawful use of the services.

This obligation applies only to the extent the relevant claim is attributable to circumstances for which the Customer is responsible.

Satrap shall notify the Customer of relevant claims within a reasonable time and shall not unreasonably increase recoverable costs.

The Customer shall not be required to indemnify Satrap for losses attributable to Satrap's own breach or unlawful conduct.

10. Ownership and Intellectual Property

10.1 Customer Ownership of Custom Development

Unless expressly agreed otherwise, the Customer shall own the intellectual property rights in custom developed deliverables specifically created for that Customer upon receipt of full payment.

This includes the agreed custom developed source code, designs, functionality and other original deliverables, subject to applicable third party rights and expressly identified pre existing components.

10.2 Rights of Ownership

The transfer of ownership includes the right to use, reproduce, modify, maintain, further develop and transfer the owned deliverables to another service provider.

Ownership does not automatically include rights to Satrap's separately owned technology, infrastructure, credentials or third party intellectual property.

10.3 Customer Materials

Materials originally supplied by the Customer remain the Customer's property.

The Customer grants Satrap the rights necessary to use these materials for performing the agreed services.

10.4 Satrap's Pre Existing Technology

Satrap retains ownership of software, frameworks, tools, libraries, templates, reusable components and other technology developed independently of the Customer's project.

Where Satrap's pre existing components are incorporated into a delivered custom solution, Satrap grants the Customer a non exclusive, perpetual, worldwide, royalty free and transferable licence to use, reproduce and maintain such components solely as incorporated into, or as reasonably necessary for operating, maintaining and transferring the delivered solution.

This licence does not permit the Customer to extract, independently commercialise, redistribute or license Satrap's proprietary components as standalone products.

It does not extend to separately licensed Satrap products, hosted platforms or external service accounts.

10.5 Reuse of Knowledge and Technology

Satrap retains the right to use general knowledge, experience, concepts, methods, development techniques and independently owned reusable components acquired or used during the performance of projects.

This right does not permit Satrap to disclose confidential Customer information or reproduce Customer owned proprietary deliverables in violation of the Customer's rights.

10.6 Third Party Materials

Third party software, libraries, fonts, stock media, AI models and other licensed components remain subject to their respective licence conditions.

Satrap cannot transfer rights that it does not own or have authority to transfer.

10.7 Ownership and Payment

To the extent permitted by law, the transfer of agreed ownership rights is conditional upon full payment for the relevant deliverables.

Until payment has been completed, the Customer receives only such interim rights as expressly provided in the agreement.

10.8 Satrap Accounts and Infrastructure

Ownership of a custom developed solution does not include Satrap's API accounts, credentials, servers, hosting infrastructure, subscriptions, internal systems or third party service agreements.

10.9 Portfolio and Customer References

Unless otherwise agreed or restricted by an applicable confidentiality obligation, Satrap may identify the Customer as a business reference and display the Customer's name and publicly available logo in Satrap's portfolio, website and business presentations, where such use is lawful.

The Customer may object to future promotional reference use by written notice, after which Satrap shall discontinue such use within a reasonable period.

Satrap shall not disclose confidential project details, unpublished materials or non public business information without appropriate authorisation.

This provision does not grant Satrap ownership of the Customer's trademarks.

11. Technical Dependencies and Third Party Services

11.1 External Services

Digital solutions may depend on hosting providers, cloud infrastructure, APIs, artificial intelligence models, software libraries, payment systems, network services or other independent providers.

Such providers may modify their technical specifications, prices, availability, policies or access conditions independently of Satrap.

11.2 Third Party Service Failures and Outages

Satrap relies on independent third party providers for certain infrastructure, hosting, cloud computing, artificial intelligence models, APIs, network services and other technical functionality.

For the purposes of this section, independent third party providers are external infrastructure, platform, API and service providers, and do not include subcontractors engaged by Satrap to perform its contractual development or service obligations under Section 11.6.

Satrap shall not be liable for downtime, service interruptions, degraded performance, data processing delays, loss of functionality or other disruptions directly caused by failures, outages, restrictions or technical incidents affecting independent third party providers.

This exclusion applies regardless of whether the affected third party service was selected, configured or integrated by Satrap, provided Satrap has exercised reasonable care in selecting the provider.

The use of a third party service as part of a solution delivered by Satrap does not constitute a guarantee of that provider's continuous availability, reliability or performance.

This exclusion does not apply to failures directly caused by Satrap's own incorrect configuration, implementation or breach of expressly agreed technical obligations, subject to the limitations of liability set out in Section 21.

Satrap shall have no obligation to provide compensation, service credits, refunds or damages arising solely from independent third party service failures, unless expressly agreed in a separate Service Level Agreement or required by applicable law.

Where Satrap becomes aware of a significant third party incident materially affecting an ongoing recurring service for which Satrap provides hosting, maintenance or monitoring, Satrap will use reasonable efforts to inform affected Customers through an appropriate communication channel.

Satrap does not guarantee restoration times, alternative service availability or the performance of independent third party providers.

11.3 API Credentials

API credentials, tokens and service accounts belonging to Satrap remain under Satrap's control and shall be kept confidential.

The Customer has no right to receive or continue using Satrap's private credentials after termination of the relevant service.

11.4 API Consumption

Where external API usage is charged through Satrap, the Customer is responsible for agreed usage charges incurred before the effective termination of the relevant service.

Satrap may apply agreed consumption limits, access controls and security restrictions.

11.5 External Technology Changes

Satrap does not guarantee that third party services will remain commercially available or technically unchanged.

Modifications required because of changes to external services after project delivery do not automatically fall within the original development scope.

11.6 Subcontractors

Satrap may use qualified subcontractors, independent specialists and external service providers to fulfil its contractual obligations.

Satrap retains responsibility for its contractual performance in accordance with the agreement and applicable law.

Where subcontractors process personal data on behalf of the Customer, their engagement shall comply with the applicable Data Processing Agreement and data protection legislation.

12. Migration, Export and Transfer

12.1 Transfer of Customer Owned Deliverables

The Customer may transfer owned custom developed deliverables to another provider, subject to applicable licences, payment obligations and mandatory law.

12.2 Scope of Handover

Upon a valid handover request, Satrap shall make available the agreed deliverables and data to which the Customer is contractually or legally entitled.

The applicable agreement determines the deliverables, file formats, documentation and handover procedure.

12.3 Independent Infrastructure

Independent operation may require new API credentials, hosting, software licences, databases or other technical resources.

The Customer is responsible for obtaining these resources unless otherwise agreed.

12.4 Additional Migration Work

Custom redevelopment, changes to integrations, deployment assistance and other separately requested technical work may be subject to additional charges where legally permitted.

Satrap is not obliged to develop new functionality or provide services outside the agreed handover obligations free of charge.

12.5 Migration Tools

Where Satrap provides an automated migration or export facility, its availability, functionality and access period shall be governed by the applicable service agreement.

The use of such a facility does not guarantee compatibility with every external infrastructure provider.

12.6 Mandatory Portability and Switching Rights

Nothing in these Terms restricts mandatory rights relating to data access, service switching, portability or transition assistance.

12.7 Termination of Satrap Infrastructure Access

Following lawful termination of the applicable service, Satrap may revoke access to its own credentials, accounts and infrastructure in accordance with the agreement and applicable law.

13. Hosting, Domains and Email

13.1 Separate Service Agreements

Hosting, domain registration and email services are provided only where expressly agreed.

They are not automatically included in custom development purchases.

13.2 Hosting

Hosting resources, storage, bandwidth, maintenance, backups and service availability are governed by the applicable hosting agreement.

13.3 Domains

Domain registrations and transfers are governed by the rules of the relevant registrar and registry.

The registered domain holder is determined by the applicable registration records.

Satrap's role as administrator, technical contact or billing intermediary does not automatically establish Satrap as the domain owner.

13.4 Email Services

Email services depend on the relevant service arrangements, infrastructure and domain configuration.

13.5 Availability

Satrap does not guarantee uninterrupted hosting or email services unless an express service level commitment applies.

Third party service disruptions are subject to Section 11.2.

13.6 Backups

Backup arrangements, retention periods and recovery services apply only where expressly included in the relevant service agreement.

Unless otherwise agreed, the Customer remains responsible for maintaining appropriate independent copies of its important business data.

Satrap shall not be liable for losses attributable to the Customer's failure to maintain backups that were the Customer's responsibility.

This provision does not exclude liability for Satrap's own failure to perform expressly agreed backup obligations.

14. Artificial Intelligence Solutions

14.1 Scope

This section applies exclusively to custom developed artificial intelligence solutions and related services supplied directly under Satrap's general service agreements.

It does not govern separately licensed or independently regulated Satrap products excluded under Section 2.3.

14.2 Accuracy Disclaimer

Artificial intelligence systems may produce inaccurate, incomplete, misleading or unexpected results.

Satrap does not guarantee the factual accuracy, completeness, originality or suitability of AI generated outputs unless expressly agreed otherwise.

14.3 Customer Verification

The Customer is responsible for applying appropriate human review before relying on AI generated outputs.

The level of verification must reflect the intended use and applicable legal requirements.

14.4 Business Decisions

Satrap shall not be liable for losses attributable to Customer decisions made in reliance on AI generated outputs, except where such liability arises from Satrap's own breach of an applicable contractual or legal obligation.

14.5 Third Party AI Providers

External AI providers may independently change their models, capabilities, usage conditions, pricing and availability.

Satrap does not guarantee that externally supplied AI models will remain unchanged or continuously available.

14.6 Regulated Use

General custom developed AI solutions are not automatically suitable for regulated professional applications.

Use requiring specialised regulatory compliance, professional validation or additional security measures must be expressly included in the agreed scope.

14.7 No Guaranteed Commercial Outcome

Satrap does not guarantee that AI solutions will generate specific cost savings, productivity improvements, revenue or other business results unless expressly agreed.

15. Creative Services and Content

15.1 Scope

Creative services may include graphics, AI generated imagery, videos, written content, music production and other digital materials.

15.2 Deliverables and Revisions

The applicable agreement determines deliverables, formats, revision allowances and other production requirements.

Additional revisions or new creative directions may be charged separately.

15.3 AI Generated Materials

AI generated materials may be subject to intellectual property and technical limitations.

Satrap does not guarantee that AI generated outputs qualify for exclusive copyright protection or are unique in every jurisdiction.

15.4 Third Party Licences

Third party assets remain subject to their applicable licences.

15.5 Customer Use

The Customer is responsible for using delivered materials in accordance with applicable law and the rights granted under the agreement.

16. SEO, Marketing and Digital Performance

Satrap may provide search engine optimisation, advertising, content optimisation and related services.

Satrap does not guarantee particular search rankings, traffic volumes, conversion rates, advertising results, revenue or business growth.

Such results depend on competition, market conditions, third party algorithms, Customer content and other factors outside Satrap's reasonable control.

Satrap's obligations are limited to the services and deliverables expressly agreed.

17. Support, Maintenance and Updates

17.1 Support

Support is provided only where included in the applicable agreement or separately purchased.

The purchase of a custom developed solution does not automatically include unlimited or ongoing technical support.

17.2 Maintenance

Maintenance, monitoring, security updates, software upgrades and technical management are not included unless expressly agreed.

17.3 Customer and Third Party Modifications

Satrap shall not be liable for defects or failures attributable to modifications, configurations or integrations performed by the Customer or third parties outside Satrap's responsibility.

17.4 Additional Work

Services outside the agreed support scope may be offered for an additional fee.

17.5 No Lifetime Warranty

Unless expressly agreed otherwise, Satrap does not provide lifetime maintenance, perpetual compatibility or indefinite technical support.

18. Privacy and Data Protection

18.1 Applicable Law

Personal data shall be processed in accordance with applicable data protection legislation, including the EU General Data Protection Regulation where relevant.

18.2 Customer Data

The Customer retains its applicable rights in data supplied to Satrap or generated through the Customer's use of the services.

18.3 Data Processing Agreements

Where Satrap acts as a data processor on behalf of the Customer, an appropriate Data Processing Agreement must be in place before the relevant processing begins.

18.4 Controller Responsibilities

Where the Customer acts as data controller, the Customer is responsible for determining the lawful purposes of processing, providing required notices and establishing an appropriate legal basis.

18.5 Security Measures

Each party shall implement appropriate technical and organisational security measures within its area of responsibility.

18.6 Subprocessors

Where Satrap engages subprocessors, their use shall be governed by the applicable Data Processing Agreement and relevant legislation.

Required authorisations, notifications and opportunities to object shall be provided as applicable.

18.7 International Data Transfers

International transfers of personal data shall be governed by applicable data protection requirements and the relevant Data Processing Agreement.

18.8 Security Incidents

Personal data breaches shall be handled under the applicable Data Processing Agreement and data protection legislation.

Any applicable notification, assistance and documentation obligations shall be fulfilled according to those requirements.

18.9 Data Return and Deletion

Upon termination of relevant processing services, personal data shall be returned or deleted in accordance with the Data Processing Agreement and applicable law.

18.10 Privacy Policy

Satrap's processing of personal data for its own administrative and commercial purposes is described in its separate Privacy Policy.

19. Confidentiality

Each party shall protect confidential information received from the other party and shall not disclose it without appropriate authorisation, except as permitted by the agreement or required by law.

Confidential information includes non public business information, technical documentation, source code, financial information, credentials, strategies and Customer data.

Information lawfully public, independently developed or obtained without confidentiality restrictions is excluded.

Confidentiality obligations survive termination for as long as the relevant information remains confidential, subject to applicable law.

20. Warranties and Disclaimers

20.1 Contractual Warranty

Satrap undertakes to provide the expressly agreed services and deliverables according to the applicable agreement.

Satrap provides no additional voluntary warranty beyond those expressly agreed.

20.2 No General Performance Guarantee

Unless expressly agreed, Satrap does not guarantee:

1. Uninterrupted operation.
2. Error free software.
3. Compatibility with every third party system.
4. Permanent compatibility with future technology.
5. Continued availability of external APIs or services.
6. Particular levels of commercial performance or revenue.
7. Accuracy of all AI generated outputs.
8. Indefinite maintenance or technical support.

20.3 External Dependencies

Satrap does not warrant the independent performance or continued availability of third party services.

The allocation of responsibility for third party service failures is governed by Section 11.2.

20.4 Customer Modifications

Satrap does not warrant continued operation following Customer or third party modifications to the extent failures are attributable to such changes.

20.5 No Implied Additional Services

Delivery of a product or service does not create an obligation to provide additional development, support, maintenance, updates or upgrades beyond the agreed scope.

20.6 No General Fitness Warranty

Satrap does not guarantee suitability for purposes, regulatory requirements, operating environments or business processes that were not identified and accepted as part of the agreed specifications.

21. Disclaimer and Limitation of Liability

21.1 General Limitation

Satrap's contractual liability is limited to losses directly attributable to a breach of its expressly agreed obligations, subject to the exclusions and limitations in this section.

Satrap does not assume responsibility for the Customer's business operations, commercial decisions or results beyond the agreed scope.

21.2 Excluded Losses

Subject to the mandatory exceptions in Section 21.8, Satrap shall not be liable for:

1. Loss of profit or revenue.
2. Loss of anticipated savings.
3. Loss of business opportunities or contracts.
4. Business interruption.
5. Operational downtime.
6. Loss of goodwill or reputation.
7. Indirect or consequential financial losses.
8. Costs arising from independent Customer decisions.
9. Losses attributable to Customer misuse.
10. Losses attributable to unauthorised modifications.
11. Losses directly caused by independent third party failures outside Satrap's agreed responsibilities.
12. Loss or corruption of data where the relevant backup, retention or protection responsibility did not rest with Satrap.

These exclusions apply regardless of whether Satrap was advised of the possibility of such losses, subject to the mandatory exceptions below.

21.3 Third Party Services

The exclusions stated in Section 11.2 also apply when determining Satrap's liability under this section.

Satrap shall not be liable for losses arising solely from independent third party outages or failures where the relevant exclusion is enforceable under the agreement and applicable law.

21.4 AI Related Losses

Satrap shall not be liable for losses attributable to the Customer's reliance on inaccurate, incomplete or unsuitable AI generated outputs where Satrap has not breached an applicable contractual or legal obligation.

21.5 Financial Liability Cap

Satrap's total aggregate contractual liability arising from or relating to an individual agreement shall not exceed the following amounts:

One Time Purchases and Fixed Price Projects

The total amount paid or payable for the affected deliverable or project.

Recurring Services

The total fees paid or payable for the affected service during the six months immediately preceding the event giving rise to the claim.

Multiple claims arising from the same or substantially related circumstances shall be aggregated for the purpose of applying the relevant cap.

The cap does not apply where liability cannot legally be limited.

21.6 Right to Remedy

Where a verified defect or failure is attributable to Satrap, Satrap shall have a reasonable opportunity to investigate and remedy the issue before the Customer pursues other contractual remedies, except where this would be inappropriate or contrary to applicable law.

Where legally permissible, Satrap may offer a correction, replacement or appropriate price adjustment.

21.7 Mitigation

The Customer must take reasonable steps to limit any loss arising from an alleged breach or technical incident.

Losses that could reasonably have been avoided through appropriate mitigation may be excluded or reduced in accordance with applicable law.

21.8 Mandatory Exceptions

The exclusions and limitations of liability do not apply to liability arising from Satrap's fraud, intentional misconduct or gross negligence.

They do not exclude or restrict any other liability that cannot lawfully be excluded or limited.

Mandatory data protection obligations, statutory rights and applicable legal remedies remain unaffected.

22. Termination and Suspension

22.1 Customer Termination

The Customer may terminate recurring services according to the applicable agreement and the provisions of Section 8.

22.2 Project Cancellation

Cancellation of ongoing custom development is governed by the individual agreement and the provisions concerning work performed, committed resources and recoverable costs.

22.3 Termination for Material Breach

Either party may terminate an agreement where the other party commits a material breach that remains unremedied following appropriate written notice and a reasonable opportunity to remedy it.

Immediate termination may be permitted where justified by the nature of the breach or applicable law.

22.4 Security and Unlawful Conduct

Satrap may suspend affected services where reasonably necessary to prevent serious security threats, unlawful activities or immediate risks to its infrastructure or other users.

22.5 Consequences of Termination

Termination ends the affected services according to the applicable agreement.

Outstanding payment obligations remain payable.

Ownership rights validly acquired by the Customer remain unaffected.

22.6 Data and Export

Customer data and deliverables shall be handled in accordance with the relevant agreement, Data Processing Agreement and applicable law.

22.7 Independent Agreements

Termination of one agreement does not automatically terminate other independent agreements unless expressly agreed or required by their dependencies.

22.8 Survival

Provisions concerning outstanding payments, intellectual property, confidentiality, liability, dispute resolution and other provisions intended by their nature to survive shall remain effective after termination.

23. Force Majeure

Neither party shall be liable for delay or failure to perform an obligation caused by an extraordinary event beyond its reasonable control that could not reasonably have been anticipated, prevented or overcome.

Such events may include natural disasters, war, widespread infrastructure disruptions, government restrictions and other comparable circumstances.

Documented widespread outages or failures affecting critical external infrastructure, including major cloud providers, internet infrastructure, data centres and external AI service providers, may constitute force majeure where such events materially prevent contractual performance and could not reasonably have been anticipated, avoided or overcome by Satrap.

The exclusion of liability for third party service failures under Section 11.2 applies independently of whether an incident qualifies as force majeure.

The affected party shall provide reasonable notice and take appropriate steps to mitigate the consequences.

Payment obligations relating to services already delivered shall not automatically be extinguished.

Where a qualifying force majeure event materially prevents performance for a prolonged period, the parties may exercise any applicable contractual or statutory termination rights.

24. Changes to These Terms

24.1 New Agreements

Satrap may update these Terms for future agreements.

Updated Terms apply from their published effective date.

24.2 Existing Recurring Agreements

For ongoing recurring agreements governed by these General Terms, Satrap reserves the contractual right to amend these Terms where reasonably necessary due to changes in law, security requirements, technology, third party dependencies, business operations or the services provided.

Material changes shall normally be notified at least 30 calendar days before taking effect.

Where a material change adversely affects the Customer and is not required by law or an urgent security necessity, the Customer may terminate the affected recurring service before the change takes effect.

Continued use following the effective date may constitute acceptance only where that mechanism has been validly agreed and is legally effective.

24.3 Fixed Price Projects

Amendments to these Terms do not automatically alter previously agreed fixed prices, deliverables or project obligations.

Changes to such agreements require an appropriate contractual basis.

24.4 Emergency Changes

Satrap may implement urgent technical, operational or security measures where reasonably necessary to protect systems, customers or comply with legal obligations.

Any associated contractual changes shall be handled in accordance with applicable law.

24.5 Excluded Products

Changes to these General Terms do not automatically amend the Product Specific Terms governing the products excluded under Section 2.3.

Such products remain subject to their own contractual amendment provisions.

25. Assignment and Transfer of Agreements

Neither party may transfer its contractual obligations to another legal entity without the other party's consent, except where the agreement or applicable law permits such transfer.

Satrap may use subcontractors without transferring its position as contractual supplier.

Any assignment connected with a corporate restructuring, merger or business sale shall be handled in accordance with the relevant contractual and legal requirements.

These Terms do not automatically transfer contracts originally concluded with a different legal entity to Satrap ApS.

26. Governing Law and Disputes

These Terms and agreements governed by them shall be interpreted according to Danish law, excluding its conflict of law rules to the extent permitted.

The parties shall first attempt to resolve disputes through good faith discussions.

If a dispute cannot be resolved, it shall be submitted to the competent Danish courts.

The courts of Copenhagen shall serve as the agreed venue to the extent permitted by applicable law.

27. Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain effective to the extent legally permissible.

The parties shall seek to replace the invalid provision with a lawful provision reflecting the intended commercial purpose as closely as possible.

28. Entire Agreement

These Terms, together with accepted quotations, order confirmations, individually negotiated agreements and contractual appendices applicable to the relevant service, constitute the agreement between the parties concerning that service.

Customer purchasing terms shall not apply unless expressly accepted by Satrap in writing.

No informal statement shall amend the agreement unless it constitutes a valid contractual amendment.

Nothing in this section excludes liability for fraud or other liability that cannot lawfully be excluded.

Products excluded under Section 2.3 remain governed by their separate contractual frameworks.

29. Language

These Terms are drafted in English.

Translations may be provided for convenience.

In the event of inconsistencies between language versions, the English version shall prevail to the extent permitted by law and where that arrangement has been validly agreed.

30. Company Information

Satrap ApS
CVR: 46434307
Englandsvej 194, 1. tv.
2300 København S
Denmark

General enquiries: info@satraptech.eu
Legal enquiries: legal@satraptech.eu
Telephone: +45 93 901 421

Website: https://satraptech.eu

END OF GENERAL TERMS & CONDITIONS

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