Terms and Conditions of Sale and Delivery

1. Scope

These Terms of sale, delivery and services (the “Terms”) apply to the delivery by Conscia Danmark A/S of products, services and consultancy services (the “Services”) to the Customer.

Any changes made to the Terms must be agreed upon explicitly and in writing between Conscia Danmark A/S and the Customer (by the representatives authorised to sign for the parties).

2. Consultancy services etc.

The parties may agree that Conscia Danmark A/S renders consultancy services to the Customer for a defined task. Booking of a consultant may be a one-off request for consultancy or part of an ongoing co-operation, e.g. in the form of an agreement on regular maintenance of the Customer’s IT systems. The Customer will instruct the consultants and is responsible for the result, and therefore, it is the Customer’s sole responsibility that the Services adequately fulfil the Customer’s needs, requirements and expectations.

Consultancy services will be paid according to Conscia Danmark A/S’s rates for the chosen consultant profile applicable from time to time. Unless otherwise explicitly agreed between the parties, tasks for the delivery of the services will not be assigned to any specific consultant. Therefore, Conscia Danmark A/S is at all times entitled to replace the consultants used by Conscia Danmark A/S to deliver the services. Furthermore, Conscia Danmark A/S is at all times entitled to use sub-suppliers.

Conscia Danmark A/S has three types of profiles: Project Manager, Specialist and Expert. Charging may involve an hourly, daily or fixed rate structure. Unless a fixed price structure has been agreed upon, invoicing will be by time spent based on Conscia Danmark A/S’s rates applicable from time to time and according to the Consultant’s own records of time spent. In case of change or cancellation of agreed consulting time with a notice of less than 3 working days, Conscia is entitled to invoice the customer 50% of the agreed period. Amendment or cancellation with more than 3 days notice is free of charge.

All prices are based on work performed within normal working hours, which are Monday through Friday 08:30 am – 04:30 pm. Outside normal working hours, there will be a surcharge of 100% of the hourly rates applicable from time to time.

3. Products

The parties may agree that Conscia Danmark A/S, as part of the services, will deliver the products, including software, hardware, and/or other equipment.

If the services include software, hardware and/or other equipment developed, produced and/or purchased from a third party supplier or distributor, the terms and conditions, including, but not limited to, limitation and exclusion of liability, warranties, etc., specified by such third party, will apply to these parts of the Services. Unless otherwise explicitly agreed upon in the parties’ agreement, Conscia Danmark A/S will not assume any independent liability other than what is explicitly stated in the Terms and Conditions laid down by such third party (e.g. the manufacturer or supplier).

4. The Customer’s obligations

The Customer must inform Conscia Danmark A/S of any regulations, procedures and similar instructions applicable in the Customer’s company, including in particular any such regarding maintenance of data security.

The Customer will prepare, possibly in co-operation with Conscia Danmark A/S, a description of each task and, if necessary, a performance specification clearly and unambiguously describing the nature and scope of the Services. Furthermore, the Customer is obliged to ensure that Conscia Danmark A/S is provided with all relevant and necessary information regarding the delivery of the Services as well as the Customer’s existing IT equipment and software. It is the responsibility of the Customer to ensure that Conscia Danmark A/S has free and unrestricted access to the Customer’s IT systems to the extent deemed necessary by Conscia Danmark A/S in order to deliver the Services as agreed.

The Customer guarantees that all work environment standards are met just as the Customer will, to the extent necessary and free of charge, make competent personnel, machine time and telephones available to Conscia Danmark A/S’s consultants in relation to delivery of the Services.

The Customer is responsible for all necessary structural preparations and electrical installations, power stabilizers, data cables, air conditioning or cooling systems. Furthermore, the Customer must provide the necessary communications subscription for the Customer’s use of the Services.

5. Pricing

All prices are exclusive of VAT, other public taxes as well as freight charges and handling fees. Conscia Danmark A/S reserves the right to change prices and specifications without prior notice.

On-site presence is charged at a two-hour minimum charge. Telephone support is charged at a 15-minute minimum charge. Travel time will be charged at the applicable hourly rate.

6. Payment

Conscia Danmark A/S will issue an invoice after delivery of the Services (including upon partial deliveries). All invoices are due for payment 30 days after the date of issuance of the invoice by Conscia Danmark A/S. Conscia Danmark A/S may choose to charge COD. In the event of too late payment, a default interest of 2% is added per month or fraction of a month as well as a reminder fee.

7. Intellectual property rights

Each party will retain full title to and all intellectual property rights in software, business concepts, documentation, training material, etc., which have been created, acquired or otherwise obtained prior to this Agreement.

Intellectual property rights developed in connection with the delivery of the Services belong to Conscia Danmark A/S. Subject to payment by the Customer of all outstanding amounts, including all payments to Conscia Danmark A/S, Conscia Danmark A/S hereby grants to the Customer a non-exclusive, irrevocable, global, non-transferable, including by way of sublicenses, fully paid and royalty-free license to use the Services for internal commercial purposes.

Separate terms and conditions may apply to the Customer’s use of the Services if the intellectual property rights belong to a third party, including suppliers of standard software or hardware. To the extent that this is the case, the Customer only acquires the right to use such Services in accordance with the terms and conditions established by such third party.

The Customer hereby grants to Conscia Danmark A/S a limited, non-exclusive, non-transferable, including by way of a sublicense, temporary, fully paid, royalty-free license to make use of the Customer’s intellectual property rights made available by the Customer to Conscia Danmark A/S, to the extent that it is necessary in relation to the delivery of the Services by Conscia Danmark A/S.

Any access granted to the Customer to databases, portals, etc., owned or made available by Conscia Danmark A/S may only be used by the Customer to access and use such databases, portals, etc., including related data, reports, materials, etc., for internal commercial purposes. The Customer is therefore not entitled to wholly or partially (i) allow third party to access and/or use such databases, portals, etc., (ii) distribute, sell or transfer data, reports, material, etc., from such databases, portals, etc., to third parties, and/or (iii) make commercial use of data, reports, material, etc., from such databases, portals, etc., in respect of third parties.

8. Delivery

The goods will be delivered to the Customer’s address in Denmark against payment of a freight charge and handling fee. The risk of loss regarding the Services passes from Conscia Danmark A/S to the Customer upon delivery of the Services, including partial deliveries, to the Customer.

All lead times are indicative, and Conscia Danmark A/S assumes no liability for non-observance of these indicative lead times.

9. Unpacking, installation, etc.

If the Services include unpacking, installation and deployment, this will be done within the normal working hours of Conscia Danmark A/S, unless otherwise agreed in writing between the parties.

10. Retention of title

If the Services include hardware, delivery is subject to settlement by the Customer of all payments, costs and expenses, when these are due. This means that Conscia Danmark A/S retains title in hardware delivered until all payments regarding hardware plus any interest and costs have been settled.

Until title has passed to the Customer, the Customer will be obliged to properly take care of the hardware, including prescribed storage and maintenance of the hardware, full value insurance against fire, theft and water damage, and in no way to make changes to the hardware without the written consent of Conscia Danmark A/S. The Customer is obliged not to move, pledge as security, rent out, lend out or otherwise dispose of the hardware without the consent of Conscia Danmark A/S, until title has passed to the Customer.

11. Service contracts

Customers who have concluded Service Contracts are referred to the terms and conditions stated on Conscia Danmark A/S’s Order Confirmation , which apply in addition to these Terms.

12. Force majeure

Force majeure will suspend the parties’ obligations regarding the Agreement for as long as the force majeure situation exists. Force majeure covers matters beyond the control of the parties, i.e. matters which they cannot prevent and should not have foreseen (with the exception of non-payment of due amounts).

The party who wishes to invoke force majeure must notify the other party thereof in writing without undue delay as soon as the force majeure situation has been ascertained. At the same time, the other party must be notified of the expected duration of the force majeure situation.

13. Testing

If the Services are delivered as part of a project, or whenever the nature of the Services dictates this, the Customer must inspect and test the delivered Services as soon as possible and within five days of delivery. Subsequently, the Customer must issue a written approval of the Services to confirm that the Services fulfil the requirements agreed upon.

When the Customer puts the Services into operation, including any partial deliveries, the Customer is considered to have approved the Services, including any partial deliveries, as at the date when the Customer puts the Services into operation.

14. Defects

If the Customer has made a timely complaint, Conscia Danmark A/S is obliged to remedy any defects in the Services within reasonable time and taking into consideration the nature of the defect. In the event of defective hardware or standard software from a third party, Conscia Danmark A/S is obliged to instruct the Customer about possible workarounds of the defect, if at all possible, in such a way that the Customer’s use of the Services can be reasonably maintained (this constitutes the Customer’s sole remedy for breach of contract in case of faults or defects in hardware or standard software from a third party).

The Customer is not entitled to a proportionate reduction in the price as a result of defects, but is entitled to file a claim for damages in accordance with the limitation and exclusion of liability stated in Clause 15.

If the Customer’s complaint is not based on defects in the Services, the Customer is obliged to reimburse Conscia Danmark A/S for the time spent by Conscia Danmark A/S to manage and follow up on the complaint.

15. Limitation of liability

The parties incur liability in damages according to the general rules of Danish law subject to the limitation and exclusion of liability stated in these Terms.

Conscia Danmark A/S’s total liability for claims, including damages, is limited to the Customer’s direct loss and may never exceed the total amount (excluding software and hardware) paid by the Customer for the Services. The Customer is not entitled to claim damages for indirect or consequential loss, including but not limited to loss of business opportunities, loss of profit, loss of goodwill, loss of data, including loss in connection with the restoring of data.

Conscia Danmark A/S is in no circumstances liable for defects, delays, non-fulfilment of obligations or other results thereof if such, in whole or in part, are due to (i) negligence or breach of the Agreement by the Customer, (ii) the Customer’s other suppliers or other third parties associated with the Customer, (iii) use of the Services by the Customer in any other way than intended, (iv) computer viruses, hacking, Trojan horses, spyware, interference with technical protection mechanisms, originating from other sources than Conscia Danmark A/S, and (v) conditions owing to IT failures at the Customer’s premises or at the Customer’s other suppliers.

If the Services include software and/or hardware developed, manufactured and/or purchased from a third party supplier or distributor, the limitation and exclusion of liability specified by such third party will apply to these parts of the Services. Such limitation and exclusion of liability will apply in addition to the limitation and exclusion of liability specified in this Agreement.

Conscia Danmark A/S will be liable for products under the general rules on product liability of Danish law to the extent possible under applicable law, and will be liable for product defects pursuant to the limitation and exclusion of liability stated in this Clause 15. In the internal relationship between Conscia Danmark A/S and the Customer, Conscia Danmark A/S is entitled to request reimbursement from the Customer of the full amount paid to a third party, unless the reimbursement claim is based on conditions which are the sole responsibility of Conscia Danmark A/S.

16. Choice of law and venue

The Terms and any construction or dispute arising out of or in connection therewith will be subject to Danish law, with the exception of the International Sale of Goods Act (CISG). International conflict of laws rules which could result in Danish substantive law becoming inapplicable do not apply.

Any dispute between the parties must to the extent possible be submitted to the parties’ Directors, who will jointly settle the dispute. Any dispute that cannot be settled by the Directors must be brought before the Copenhagen City Court.