Terms of Business
Terms of Business for Nordsjællands IT Service ApS, CVR 30495241
1. Purpose and scope
These are standard terms and conditions for Nordsjællands IT Service ApS, hereinafter NSITS, when delivering Software, Hardware, IT Service and Consulting Services to our customers.
These standard terms and conditions always apply to trade with our customers, but may be deviated from in specific written agreements with individual customers, by written acceptance from both parties.
2. Time of delivery
Unless otherwise agreed, delivery of software and hardware products shall be deemed to have taken place when the products have been delivered from NSITS (ex stock), even if NSITS undertakes to ship the products to the delivery address provided by the customer.
If NSITS is to provide consultancy assistance for IT Installation, IT Service, IT Support, Consulting, etc. at the customer or at NSITS, this is settled according to time & materials spent. NSITS is not responsible for and the cost of furnishing and maintaining the installation site, including the purchase of necessary hardware, cabling, etc. unless this has been explicitly agreed in advance.
3. Price and payment
For major software or hardware deliveries, the price stated in the offer accepted by the Customer shall apply to the extent that the offer is accepted before the expiry of the acceptance period.
For smaller software or hardware deliveries, the invoiced price applies, e.g. individual parts of hardware/software for use in repairs, IT Support, IT Service, etc.
For consultancy services, the invoiced hourly rates apply with the addition of any shipping/driving fees, see further under point 7 below. All prices are exclusive of VAT.
Software and hardware products are invoiced upon delivery and consulting services are invoiced on an ongoing basis.
NSITS reserves the right to invoice the customer for the purchase of software and hardware already from the date of order.
Delivery will thus not take place until the invoice amount has been received by NSITS.
Invoices are due for payment no later than 8 days after the invoice date, however, hardware and software deliveries are due net cash.
In case of late payment, NSITS is entitled to charge default interest from the due date with 2% per commenced month and initiate a reminder procedure, cf. applicable legislation.
If an invoice is not paid by the due date, NSITS is entitled, without any liability whatsoever, to withhold all future services and block the customer’s account.
4. Retention of Title
Sold software and hardware products, including updates, etc. are sold with retention of title and are the property of NSITS until the customer has paid the purchase price plus interest and costs, as well as any expenses relating to the sold products that may be incurred by NSITS on behalf of the customer.
Until the purchase price has been paid, the customer undertakes to take due care of the goods sold, including keeping the goods sold insured to the full value. The Customer undertakes not to transfer, move, pledge, rent, lend or otherwise dispose of the goods sold without NSITS’ consent.
5. Delay
In case of delays in software & hardware deliveries and consulting services, NSITS will try to mitigate the customer’s inconvenience or agree on a new delivery date.
5. Special terms for delivery of hardware & software
Complaints about defects must be made in writing to NSITS immediately after the customer has established the relationship. The customer must specifically state and, upon request, show how the error manifests itself, after which NSITS will rectify the error as far as possible.
The Customer must complain in writing about defects within 3 weeks from the time of delivery. If NSITS has installed hardware or software at the customer, the time limit is calculated from the day of installation.
IT/Network Service and IT/Network Support are not covered by the warranty.
7. Special terms for the provision of services, support and consulting services
7.1 Service, support and consulting fees
Service, support and consultancy services are invoiced according to actual time spent, regardless of any estimates provided by NSITS with the addition of any material consumption for the solution of a given task.
The hourly rate is invoiced for each commenced hour at the list prices from NSITS applicable at any time.
IT/Network Service and IT/Network Support are not covered by the warranty.
Work performed outside normal working hours, weekdays from 8:00 a.m. to 6:00 p.m., shall be invoiced as overtime work with a surcharge of 100% of the list prices, as far as it is possible to provide resources for this.
Work requested by the customer on weekends and public holidays will be invoiced with a 200% surcharge on the list prices, as far as it is possible to provide resources for this.
Driving fees are charged per 15 minutes or part thereof. with the list price applicable from time to time and any expenses for hotel accommodation, meals, air/ferry tickets, bridge tolls, etc. will also be invoiced corresponding to the actual expenses.
Mileage feecovers the following:
- Costs for operation and service of service vehicle
- Costs for start-up/discontinuation of the service drive
- Salary for consultant while driving
NSITS is entitled to change the list prices for work in progress with a notice period of 30 days to the 1st of a month by sending new list prices to the customer.
7.2 Customer relationship
This is a prerequisite for the performance of the consultancy work:
- That the customer makes the consultants aware of the information relevant to the solution of the task
- That the customer freely provides the necessary and legal workplaces for the consultants
- That the customer is involved in organizing the work and allocating resources so that the consultancy service can be delivered as intended
- That the customer, to the extent necessary for the solution of the assignment, gives the Consultant the necessary access to the customer’s IT systems, including documentation, passwords, etc.
- That the customer has always secured their own routines, including ensuring that sufficient backup has been taken so that the customer’s data can be easily reconstructed at any time
To the extent that NSITS cannot provide consulting services as intended due to the customer’s circumstances, the customer must cover NSITS losses in this regard, and NSITS reserves the right, despite the non-delivery of services, to invoice expenses/costs incurred in vain, including driving, support and consulting hours that were allocated to solve the customer’s task.
However, if NSITS IT receives notification in good time (at least one working day) before delivery of the services that the customer cannot accept the services, NSITS is obliged to make reasonable efforts to assign the consultants in question to another party, so that the loss is reduced as much as possible.
7.3 Defects
The customer must complain in writing about defects as soon as they are discovered, and the complaint must state the nature of the defects, and the customer must assist NSITS in restoring the conditions under which the defect manifested itself.
In order to be able to invoke defects against NSITS, the customer must complain as soon as a defect is found and the customer must have complained about the defect in question within 3 weeks from the time of delivery of the service in question. Furthermore, the Customer may not attempt to remedy the error themselves.
For Hardware and Software deliveries, visible errors and defects must be reported upon receipt and after 8 days at the latest.
NSITS will endeavor to remedy any deficiencies in the Consultant’s work as soon as possible within normal working hours. The remedy will consist of assistance in identifying the defect, advice on resolving the defect or assistance with any work-around or other measures that minimize the impact of the defects on the customer’s system as much and as quickly as possible, and remedy the defects if it is found that there are defects in the consultant’s work and/or this can be remedied in another way.
NSITS will not be liable for other suppliers’ hardware and/or software if it is not supplied by NSITS, but acquired by the customer itself or via other suppliers.
IT/Network Service and IT/Network Support are not covered by the warranty.
As a rule, defects are remedied at no cost to the customer. However, in the case of defects due to missing services that the customer should have paid for anyway if they had been delivered in the first place, NSITS reserves the right to invoice reasonable costs, including consulting hours for this work. If NSITS cannot recreate the error together with the customer, remotely or at the customer, NSITS is however entitled to invoice for usual consulting services, driving, etc.
If significant defects are not remedied within two months of receipt of the customer’s complaint, the customer may demand a proportionate reduction in the amount for the service in question.
The Customer may not assert other remedies for breach of contract as a result of defects or deficiencies in the Consultancy Services provided.
8. General information about defects
NSITS is not responsible for:
Defects arising from the customer’s use of products/services in connection with other products or accessories that directly or indirectly affect the function of the product/service and which NSITS was not aware of, including e.g. hardware or software that is connected/installed after delivery has taken place.
Defects resulting from modifications or tampering with products not in accordance with NSITS instructions.
Defects caused by the customer’s lack of training or use of the products in a different way than prescribed in the documentation provided.
Restrictions in the system’s functionality or development caused by the customer’s own installation/implementation of software, including updates etc.
If the customer has complained about defects and it turns out that there are no defects for which NSITS is responsible or can otherwise be attributed to NSITS, the customer must reimburse the expenses/costs NSITS may have incurred in this connection, including consulting services and driving used to determine and any attempts to remedy the matter.
9. Limitation of liability
In no event shall NSITS be liable for indirect losses, including operating losses, lost profits, loss of data or costs for third party remediation and similar indirect loss or damage.
NSITS’s liability for damages shall in all circumstances, including for direct loss and delay, be limited to 10% of the invoice value of the defective or delayed delivery excluding VAT. If there are only deficiencies in the consultancy service, the 10% is calculated solely on the fee for the consultancy service in question.
NSITS assumes product liability in accordance with the applicable legislation at any time, but does not assume liability to a greater extent than what follows from the mandatory rules of the legislation. Any non-statutory product liability developed under Danish case law on damages is thus expressly disclaimed.
10. Documentation and guidance
Deliveries include product descriptions, manuals and user guides for standard software to the extent that these have been prepared by the manufacturer for the software product in question and to the extent that they are usually included free of charge. Standard software often has documentation on the internet on the manufacturers’ own websites where this documentation can be downloaded by the customer. NSITS is happy to help with this if requested by the customer, in which case the work is paid for on a time and material basis.
The preparation of special documentation, including documentation for special adaptations, etc. must be specifically agreed with NSITS, in which case this work is paid for according to time spent.
11. License terms and usage rights
By purchasing standard software, the customer acquires the right of use that follows from the license terms for this software. Customer may only use the Software and accompanying documentation as specified in these License Terms and Customer shall comply with all terms of the Terms.
For customizations and other custom software performed by NSITS, Customer acquires a non-transferable and non-exclusive right to use such customizations and other custom software.
All rights, including all copyrights, belong to NSITS. In addition, the customer may exercise the rights that follow mandatory rules in the Copyright Act.
The Customer’s right of use is subject to payment of the invoice submitted and the right of use shall only take effect upon full payment. If the invoice is not paid, the customer is not entitled to use the delivered goods and any use will result in an infringement of NSITS’ rights, including copyrights.
12. Force Majeure
Under no circumstances can the parties be held liable for circumstances that can be described as force majeure, including, but not limited to, war, riots, strikes, fire, natural disasters, currency restrictions, import or export restrictions, interruption of ordinary traffic, interruption or failure of energy supply or communication systems, virus attacks, delivery problems at subcontractors, prolonged illness of key employees etc.
If a party is affected by force majeure, it is incumbent on that party to inform the other party as soon as possible and if the force majeure situation has lasted for more than 2 months, the parties may cancel any order and any work for the part of the delivery affected by force majeure. In the event of cancellation, neither party shall be liable for losses incurred by the other party and no compensation, claim for proportionate reduction or other remedies for breach may be claimed as a result of force majeure.
13. Export/re-export
Even if license terms, etc. contain terms that entitle the customer to move or transfer software, the customer undertakes to comply with the applicable laws and regulations regarding export/re-export, including the US Export Administration Act of 1979 as amended from time to time.
14. Service, hotline or update agreement
If, after delivery of software, hardware and consulting services, the customer wishes subsequent service and/or the possibility of hotline and/or updating of software, hardware in addition to what is stated in these terms, the customer is offered to take out a service, hotline and operating subscription on NSITS’s usual terms for these services.