General terms of delivery

1. INTRODUCTION
1.1 These general terms and conditions ("General Terms") apply to the provision of all types of products, services and services ("Services"). A Service may be subject to additional specific terms ("Service Terms"). The General Terms and the Service Terms form an integral part of the Agreement (as defined below). The provisions of the Terms of Service shall prevail in case of inconsistencies with the General Terms.
1.2 "Agreement" means any agreement for the provision of Services between the customer ("Customer") and the supplier ("Supplier") set out therein, regardless of the medium and method used to conclude the Agreement and regardless of whether it is signed, confirmed by e-mail or otherwise concluded.
1.3 Unless otherwise expressly agreed, the General Terms and any relevant Service Terms also apply to Services provided by Supplier prior to the conclusion of the Agreement and to additional services derived from or otherwise related to the Services.

2. AGREEMENT BASED ON AN ORDER
2.1 An agreement for the provision of Services may be entered into as a separate order, service agreement, work order, e-mail or similar containing information about the Services, scope, price and/or special terms applicable to the Services (an "Order"). The provisions of an Order will prevail in the event of any inconsistency with the provisions of the Agreement, the General Terms or the Service Terms.
2.2 Each Order constitutes an individual agreement that is separate from other Orders and the Agreement. For Services provided under an Order, all references to "Agreement" in the General Terms and Conditions shall be deemed to be a reference to the separate Order.
2.3 There is no consistent cross-effect between individual Orders or between Orders and the Agreement. Any breach, defect, delay, termination for any reason, etc. relating to Services under one Order will therefore not affect any other Order or the Agreement. Limitations of liability apply to and are calculated separately for each Order as well as for the Agreement. Termination of the Agreement (for whatever reason) will not affect an Order and vice versa. In the event of termination of the Agreement, the Supplier shall continue to provide the Services in accordance with an Order already entered into, unless that Order is also terminated.

3. THE SERVICES
3.1 The Services are specified in the Agreement, which contains the exhaustive specification of the Services and requirements related thereto, including scope, quantity and quality and any specific expectations.
3.2 Information provided by Supplier in brochures, catalogs, price lists, advertisements, previous offers, on websites or verbally and any terms or conditions in the terms and conditions of purchase or a similar document from Customer shall not apply to the Services unless they are reproduced in the Agreement.
3.3 The Services include project management, documentation, support, training and maintenance to the extent specified in the Agreement.
3.4 The Services shall be provided in accordance with what is generally accepted and recognized as good practice within the Supplier's industry.
3.5 Within the framework of the Agreement and what is specified therein, the Supplier decides how the Services are to be structured and delivered, including method, design and functionality.

4. COOPERATION BETWEEN THE PARTIES
4.1 The parties shall cooperate in good faith in the performance of the Agreement with sufficient flexibility to ensure timely delivery of the Services. In this respect, each party shall ensure the necessary organizational structure. Among other things, the parties shall ensure that their representatives have sufficient authority and decision-making power.
4.2 The parties may communicate in writing without any formal requirements, including digitally or via a platform or other communication tool provided by the Supplier.
4.3 Customer shall contribute and participate as set out in the Agreement and as reasonably expected or reasonably requested by Supplier on an ongoing basis, including in relation to decision making and resources.
4.4 Customer must ensure that Customer's locations are safe and comply with all relevant and applicable health and safety legislation from time to time. Supplier may refuse to deliver to or perform the Services from Customer's location if, in Supplier's reasonable opinion, the conditions at the location do not comply with these requirements.

5. SCHEDULE AND DELIVERY
5.1 The Services will be delivered in accordance with the schedule set out in the Agreement.
5.2 If a time of delivery is not specified in the schedule, delivery for each part of a Service will take place at the latest when the relevant part is made available to the Customer. Risk in the Services will pass to Customer at the time of delivery.
5.3 Either party may postpone any deadline by giving the other party five working days' prior written notice. However, each party may not extend any single deadline by more than 20 working days in total.
5.4 Physical deliveries such as hardware will be delivered to the delivery point(s) specified in the Agreement. The delivery points shall allow reasonable access and Customer shall at its own expense unload the Hardware at the delivery point.

6. CHANGES
6.1 Changes to the Agreement, including the Services, must be in writing (e.g. digital or via a platform provided by Supplier) and require agreement between the parties.
6.2 The Supplier's reasonable time and materials consumed in connection with the preparation of changes at the Customer's request will be paid by the Customer.
6.3 To the extent that changes in legislation and Customer's policies affect the provision of the Services, such impact on the Services shall be handled as a change.
6.4 Supplier may adapt and amend the General Terms and Service Terms with the prior written notice applicable to Supplier's termination of the Agreement.

7. USE OF SUBCONTRACTORS
7.1 Supplier is free to use and replace subcontractors for the provision of the Services.
7.2 The Supplier is directly liable for the Services provided by a subcontractor in the same way as if they were provided by the Supplier itself.

8. THIRD PARTY SERVICES
8.1 The Services may include services from a third party - typically in the form of standardized services or products such as operating environments, hosting services, online services, platforms, software, hardware, data, documentation or other such services ("Third Party Services").
8.2 Third Party Services are subject to the third party's then-current terms of service/license terms made available to Customer, e.g. as part of the Agreement, on request, as an integrated part of a software product or otherwise. All provisions in Third Party Terms, including those relating to usage rights and limitations of liability, are deemed accepted by Customer as part of Customer's acceptance of an agreement for Services that includes Third Party Services.
8.3 Notwithstanding anything to the contrary, Supplier assumes no liability of any kind for Third Party Services, including with respect to availability, functionality, updates, modifications or defects. Third Party Services are provided solely "as is". Supplier's sole responsibility is to forward any complaint from Customer to the third party or its distributor.
8.4 The Third Party providing Third Party Services is not considered to be a subcontractor.
8.5 Supplier may at any time change suppliers of Third Party Services, provided that the change does not have a material adverse effect on the Services as a whole.
8.6 This Section 8 applies to any Third Party Service, regardless of whether it is integrated into the Service, made available to the Customer as a stand-alone Service or provided to the Customer in any other way.

9. RETENTION OF TITLE
9.1 Physical deliveries such as hardware are delivered with retention of title. The Supplier retains full ownership of each unit, regardless of delivery to the Customer and regardless of the Customer's possession and use of the unit.
9.2 The retention of title is maintained until the Customer has paid the full purchase price for the unit in question, including interest, costs and expenses.

10. PRICES AND PAYMENT
10.1 The Services are provided against payment as set out in the Agreement. For Services for which no payment is specified in the Agreement, the Services will be provided against payment for time and materials in accordance with the actual number of hours and materials used for the provision thereof and in accordance with Supplier's price list applicable from time to time.

For Services that are consumption-dependent (e.g. users, storage, licenses), the Services are provided against payment for actual consumption in accordance with the price agreed between Supplier and Customer.
10.2 The Supplier may invoice the Customer in advance for subscription-based Services and Services with a fixed price. All other Services are invoiced monthly in arrears.
10.3 Payment terms are 8 days from the invoice date.
10.4 All prices are stated and invoiced in Danish kroner excluding VAT and other taxes/duties.
10.5 Interest will accrue on overdue payments in accordance with applicable law.
10.6 The Supplier may adjust the agreed prices annually.
10.7 The adjustment cannot exceed the higher of (a) the annual increase in the Business Services Wage Index as of January 1, or (b) 4 %.
10.8 Changes due to external circumstances, including exchange rates, supply costs, regulatory, labor market, insurance and transport costs, changes in prices of third party services, etc. will allow the Supplier to further adjust its prices with the net effect of the changes without prior notice.
10.9 Offsetting cannot be made against the Supplier's invoices.
10.10. Supplier may collect and/or request information about Customer's credit rating. In addition, Supplier may require prepayment or sufficient security in the form of a bank guarantee from a recognized financial institution for an amount equal to the estimated payments for the Services as a condition for (continued) delivery.

11. BREACH AND REMEDIES FOR BREACH
11.1 General
11.1.1. Each party shall have the rights and remedies available under applicable law, unless otherwise agreed, including in the Agreement.
11.1.2 Customer shall examine the Services without undue delay from the time of delivery.
11.1.3 The Supplier's liability for breach, including for defects and delay, lapses if the Supplier has not received notice thereof without undue delay after the breach was or should have been discovered.
11.1.4. The Supplier's liability for breach, including for defects and deficiencies, expires no later than 12 months after the time of delivery of the Services in question.
11.1.5 Notice of default does not release the Customer from paying invoiced amounts when due.
11.2 Defects
11.2.1 A Service is defective if it does not substantially meet the specifications set out in the Agreement, recognizing that IT Services are never completely free of errors, defects or interruptions.
11.2.2 Failure to meet guaranteed service targets is not considered a delay but a defect.
11.3 Delay
11.3.1 A Service is delayed if delivery takes place after the agreed delivery time for the Service in question.
11.3.2. Each party shall give written notice of any actual or anticipated delay and shall use good faith efforts to mitigate the adverse effects thereof.
11.3.3. If a party is prevented from fulfilling its obligations due to circumstances attributable to the other party, that party may postpone an affected deadline by the duration of the delay.
11.3.4. If a delay is mainly due to circumstances attributable to the Customer, affected payments will continue to be invoiced in accordance with the Agreement, regardless of whether the Services, phases, milestones, tests, etc. that trigger the payment are delayed. Any additional costs incurred by the Supplier in the event of the Customer's delay, including to external suppliers, etc. must be borne by the Customer.
11.3.5 The Supplier may withhold or suspend a Service if payment for the delivered Service is late, provided that the Supplier has given at least 30 days' prior written notice and the full delayed payment has not been received by the expiry of the deadline.
11.4. Remediation
11.4.1 When a party is notified of its breach or becomes aware of it, the party is entitled and obliged to remedy the breach without undue delay. Specific service targets may be agreed in the Agreement.
11.4.2 Remedy includes all necessary measures to remedy the breach and ensure restoration of the Services provided or payment of any outstanding amounts.
11.4.3 A breach may, at the Supplier's option, be remedied by rectification or replacement.
11.4.4 If the breach cannot be remedied without undue delay, the parties shall discuss in good faith a plan for remedying the breach and any reasonable workaround.
11.4.5 The Customer is obliged to assist with error correction.
11.5 Compensation
11.5.1 To the extent a party fails to remedy a breach, the non-breaching party may claim damages in accordance with the Agreement.
11.5.2. If the Customer reports a non-existent or non-reproducible breach, the Supplier may demand payment for time spent and materials used in relation thereto.
11.5.3 For circumstances where the Supplier is obliged to pay a penalty, the Customer may only claim additional compensation for losses exceeding such penalty.
11.6 Limitation of liability
11.6.1 A party is not liable for any indirect or consequential loss or damage, including Customer's lost profits or earnings, anticipated earnings, business interruption, loss of goodwill, business interruption, diminished business value or loss of data (except for direct data recovery costs for which the responsible party has a backup obligation). Cover purchases, Supplier's lost profits or earnings under the Agreement, Supplier's increased resource consumption or payment for excess resources that cannot be reallocated are considered a direct loss.
11.6.2. Each party's total liability for all claims arising out of or relating to the Agreement during a 12-month period, and regardless of whether the claim is based on contract, indemnity, statute, Article 82(5) of the GDPR or otherwise, is limited to an amount equal to 100 % of the payments received by Supplier under the Agreement for the same period.
11.6.3. The parties are each responsible and liable for claims from data subjects in accordance with Article 82 of the General Data Protection Regulation and section 26 of the Danish Liability for Damages Act. The limitations of liability in the General Terms apply to claims between the Customer and the Supplier resulting from claims from data subjects. Any claims by the Customer against the Supplier cannot exceed the agreed limitation of liability, and the Customer must indemnify the Supplier for any claims from data subjects which may be directed against the Supplier and which exceed the limitation of liability.
11.6.4 The limitations of liability do not limit a party's liability for:
a) payment of overdue invoices;
b) losses that cannot be excluded or limited under applicable mandatory law;
c) product liability in connection with death or bodily injury;
d) claims from third parties due to infringement of intellectual property rights;
e) breach of the confidentiality obligation set out in the Agreement;
f) gross negligence, intent or fraud.

12. INTELLECTUAL PROPERTY RIGHTS
12.1 Supplier is the owner and creator of all intellectual property rights in and to the Services (including any intellectual property rights created jointly with Customer) and the results thereof.
12.2 Upon Customer's payment for the Services, Supplier grants Customer a perpetual, transferable, non-exclusive license to the Services and the results thereof developed specifically for Customer, including documentation, data, customizations, integrations and customer-specific software. The license is unlimited in all respects, including time, territory, configuration, form, design, method and media. The license further includes all rights available to the owner and creator, known or unknown, including the right to use, modify, develop, maintain, sublicense, distribute and assign the Services and results in any configuration, form, design, method and media of Customer's choosing.
12.3 To the extent specific license terms and conditions apply to a specific Service, the specific license terms will apply to the license granted to Customer instead of the above terms.

13. INFRINGEMENT OF THIRD PARTY RIGHTS
13.1 Notwithstanding any generally applicable limitations of liability, a party (the "Defending Party") shall indemnify the other party (the "Affected Party") in accordance with this clause for claims made by, and finally adjudicated in favor of, a third party that the Service infringes the third party's intellectual property rights.
13.2 Indemnification is conditional upon the Affected Party:
a) promptly inform the Defending Party of the claim and give the Defending Party the opportunity to take over the defense thereof;
b) cooperate with and provide the Defending Party with all information reasonably requested and grant the Defending Party the exclusive right to defend and settle the claim;
(c) does not make any statement that may have a prejudicial effect on the possibility of settling or defending the claim.
13.3 The Defending Party may, at its option, secure a valid license to the infringed intellectual property rights or terminate the infringement by modifying or replacing the affected Service with a solution that has substantially the same functionality as the one infringing the third party's intellectual property rights.
13.4 Alternatively, the Defending Party may terminate the Agreement (or the part of the Agreement relating to the infringing Services) with immediate effect against repayment of the payments received by the Supplier under the Agreement for a period of 12 months prior to the Defending Party's receipt of the notice of infringement without any obligation to compensate further losses or costs.
13.5 The Defending Party's obligations do not apply if the claim or a final judgment is based on:
a) the Affected Party's failure to comply with the Agreement;
b) the Affected Party's integration of the Services etc. into a third party product, data or business processes, including third party add-ons or software;
c) use of the Services for purposes other than the intended purposes and/or in violation of the instructions for proper use.
13.6 This section constitutes the Affected Party's exclusive remedy for infringement of third party intellectual property rights.

14. TERMINATION
14.1 Termination
14.1.1 The duration of the Agreement (and the duration of any licenses and/or services granted hereunder) is set out in the Agreement.
14.1.2 In the event of termination by the Customer, the Customer shall pay:
a) for Services provided up to the time when the termination is notified;
b) for Services provided during the notice period;
c) For excess resources allocated during the notice period that cannot reasonably be reallocated before its expiration;
d) other reasonable and unavoidable costs.
14.1.3 All costs shall be reasonably limited by the Supplier.
14.2 Termination
14.2.1. Either party may terminate the Agreement with immediate effect:
a) if the other party is in material breach of the Agreement and the material breach is not remedied within 1 month after receipt of a written notice of remedy from the non-breaching party;
b) if the other party's material breach of the Agreement cannot be remedied;
c) in the event of bankruptcy of the other party, without prejudice to the right of the bankruptcy estate to enter into the Agreement to the extent permitted under the Bankruptcy Act or similar legislation.
14.2.2 Failure by the Customer to pay any outstanding amount (other than an outstanding amount disputed in good faith) shall constitute a material breach.
14.3 Effects of termination
14.3.1 Regardless of the reason, termination shall only have effect for the future (ex nunc).
14.3.2 Regardless of the reason, termination does not entail a refund of amounts already paid.

15. FORCE MAJEURE EVENT
15.1 Neither party shall be deemed to be in breach of an obligation to the extent and for the period during which the party in question is prevented from fulfilling the obligation in question due to a force majeure event.
15.2 Force majeure events include natural disasters, war, mobilization, breakdown of telecommunications infrastructure/Customer's infrastructure not provided by Supplier, external security incidents (e.g. hacker attacks, computer virus attacks or other destructive behaviour by third parties). hacker attacks, attacks by computer viruses or other destructive behavior by third parties) and similar circumstances (if the event is not due to Supplier's breach, including non-compliance with agreed security requirements under the Agreement), health and safety restrictions and recommendations issued by public authorities, pandemics, epidemics, natural disasters, strikes, lockouts, fire, damage to production facilities, import and export regulations and other unforeseeable circumstances beyond the control of the affected party.

16. DATA AND SECURITY
16.1 The Customer has all rights, including intellectual property rights, to the Customer's own data.
16.2 If the Supplier does not provide backup, the Customer is responsible for ensuring proper backup of the Customer's data.
16.3 Customer is responsible for the accuracy and integrity of data processed by Supplier when using the Services and for Customer's transfer, migration and/or conversion of Customer's data to or from the Services.
16.4 Customer may not require Supplier's employees to personally accept terms relating to Customer's IT security policy.

17. CUSTOMER'S PERSONAL DATA
17.1. If the Supplier undertakes to process personal data on behalf of the Customer (as data processor), the parties must enter into a separate data processing agreement based on the Supplier's standard. The provisions of the data processing agreement will prevail in the event of any inconsistency with the provisions of the Agreement, the General Terms and Conditions or the Terms of Service.
17.2 The Customer must ensure the necessary legal basis for the Supplier to lawfully process personal data on behalf of the Customer.
17.3 Supplier may anonymize any information received, generated or processed as part of the Services and use it for its own purposes. Supplier has all rights, including intellectual property rights, to the anonymized information.

18. CONFIDENTIALITY
18.1 Each party shall ensure full confidentiality in all respects regarding information and documentation etc. about the other party received in connection with the Agreement and the Services. This provision applies regardless of the termination of the Agreement and regardless of the reason for the termination of the Agreement.
18.2 Each party may disclose confidential information to its representatives, including legal advisors, consultants, etc. if the disclosure is necessary for the legal advisors, consultants, etc. to perform their duties or function in relation to the Agreement or the Services. A party may also disclose confidential information when it is obliged to do so pursuant to mandatory legislation, a court order or a public authority acting within the scope of its powers.
18.3 The obligations regarding confidentiality do not include:
a) information that the receiving party knows or becomes aware of without being under an obligation of confidentiality;
(b) information independently developed by the receiving party;
(c) information that is in the public domain.
18.4 Personal data covered by data protection legislation is not in itself confidential information.

19. TRANSFER
19.1 The parties may only assign rights and obligations under the Agreement to a third party with the prior written consent of the other party, which cannot be unreasonably withheld or delayed.
19.2 Supplier may assign the Agreement in whole or in part to (a) one of Supplier's group companies or (b) to a third party as part of a full or partial divestment of one or more of its business units etc.

20. VALIDITY AND INDEPENDENCE OF PROVISIONS
20.1 If any provision of the Agreement is held to be illegal, invalid or unenforceable, such provision shall be enforced to the maximum extent permissible and such provision shall not affect the legality and validity of the remaining provisions.

21. MEDIATION
21.1 Any dispute that may arise in connection with the Agreement must be resolved by mediation in accordance with the mediation procedure of Danish IT Lawyers ("DITA").
21.2 Mediation shall be initiated by either Party sending a written request for mediation to the other Party with a copy to DITA. The mediator shall be appointed by DITA no later than 8 (eight) working days after DITA's receipt of the request for mediation.
21.3 A Party is not entitled to seek judicial resolution of the dispute before the Parties have sought resolution through mediation.
21.4 As a minimum, a Party is obliged to attend the first meeting convened by the mediator. However, a Party is entitled to initiate legal proceedings if a delay may lead to a loss of rights, e.g. due to statute of limitations.

22. CHOICE OF LAW AND JURISDICTION
22.1 The Agreement shall be governed by and construed in accordance with the laws of Denmark, except for (a) rules that lead to the application of laws other than Danish law, and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).
22.2 Any dispute or claim arising out of or in connection with the Agreement shall be settled by a competent court at the Supplier's place of jurisdiction.