Terms of Service

1.1These general terms ("General Terms") apply to the delivery of all kinds of products, services and deliverables ("Services"). A Service may be subject to additional specific terms ("Service-specific Terms"). The General Terms and the Service-specific Terms form an integral part of the Agreement (as defined below). In the event of inconsistency, the Service-specific Terms prevail over the General Terms.

1.2"Agreement" means any agreement on the delivery of Services between the customer ("Customer") and Firma360 ApS ("Supplier"), regardless of the medium and method used to enter into the Agreement, and regardless of whether it is signed, confirmed by email or concluded in some other way. In the event of inconsistency, the provisions of the Agreement prevail over the General Terms or the Service-specific Terms.

1.3Unless otherwise expressly agreed, the General Terms and any relevant Service-specific Terms also apply to Services delivered by the Supplier prior to entry into the Agreement, as well as to additional services derived from or otherwise related to the Services.

2.1An agreement to deliver Services may be entered into as a separate order, service agreement, work order, email or similar containing information about the Services, their scope, the price and/or special terms applying to the Services (an "Order"). In the event of inconsistency, the provisions of an Order prevail over the Agreement, the General Terms or the Service-specific Terms.

2.2Each Order constitutes a separate, individual agreement distinct from other Orders and from the Agreement. For Services delivered under an Order, all references to "Agreement" in the General Terms and Service-specific Terms shall be deemed references to that separate Order.

2.3There is no cross-effect between individual Orders or between Orders and the Agreement. Breach, defects, delay, termination on any ground etc. relating to Services under one Order shall therefore not affect any other Order or the Agreement. Limitations of liability apply to and are calculated separately for each individual Order as well as for the Agreement. In the event of termination of the Agreement, the Supplier shall continue to deliver the Services in accordance with an Order already entered into, unless that Order is also terminated.

3.1The Services are specified in the Agreement, which contains the exhaustive specification of the Services and the requirements related thereto, including scope, quantity and quality, as well as any specific expectations.

3.2Information given by the Supplier in brochures, price lists, on websites or orally, as well as any terms in the Customer's purchasing conditions, do not apply to the Services unless reproduced in the Agreement.

3.3The Services include project management, documentation, support, training and maintenance to the extent set out in the Agreement.

3.4The Services shall be delivered in accordance with what is generally accepted and recognised as good practice within the Supplier's industry.

3.5Within the framework of the Agreement, the Supplier decides how the Services are structured and delivered, including method, design and functionality.

4.1The parties shall cooperate loyally on the performance of the Agreement with sufficient flexibility to ensure timely delivery of the Services. The parties shall ensure that their representatives have sufficient authority and decision-making power.

4.2The parties may communicate in writing without formal requirements, including digitally or via a platform or communication tool provided by the Supplier.

4.3The Customer shall contribute and participate as set out in the Agreement and as may reasonably be expected, including in relation to decision-making and resources.

4.4To the extent necessary for the Supplier's delivery, the Customer shall obtain the necessary approvals, licences and permissions to enable the Supplier to: (a) access the Customer's locations and employees; and (b) use, access, maintain and modify software, hardware and other materials made available by the Customer.

4.5The Customer shall minimise the risk of loss of or damage to the Customer's IT systems and data before the Supplier is given access to them, including by making adequate backups and ensuring that the Supplier is informed in writing of any security regulations.

4.6If information provided by a party is inaccurate or incomplete, or if a party fails to fulfil its obligations, the parties agree to negotiate loyally to find reasonable changes to the affected parts of the Services and/or the Agreement.

5.1The Services are delivered in accordance with the schedule set out in the Agreement.

5.2If no delivery date is stated in the schedule, delivery of each individual part of a Service occurs at the latest when that part is made available to the Customer for business use.

5.3Risk for the Services passes to the Customer at the time of delivery.

6.1Changes to the Agreement, including the Services, shall be made in writing and require agreement between the parties.

6.2The Supplier's reasonable time and materials spent on preparing changes at the Customer's request are payable by the Customer.

6.3To the extent that changes in legislation and the Customer's policies affect the delivery of the Services, such effects are handled as a change.

6.4The Supplier may adjust and modify the General Terms and Service-specific Terms upon the prior written notice that applies to the Supplier's termination of the Agreement.

7.1The Supplier may freely use and replace subcontractors to deliver the Services.

7.2The Supplier is directly responsible for the Services delivered by a subcontractor in the same way as if they had been delivered by the Supplier itself.

8.1The Services may include services from a third party — typically in the form of standardised services or products such as operating environments, hosting services, online services, platforms, software, hardware, data, documentation or other such services ("Third-party Services"). Third-party Services may include, for example, cloud infrastructure, payment gateways, database services and other API-based services.

8.2Third-party Services are subject to the third party's service and licensing terms in force from time to time, made available to the Customer on request. All provisions in third-party terms, including those concerning rights of use and limitations of liability, prevail over the Agreement and are deemed accepted by the Customer as part of the Customer's acceptance of an agreement for Services that includes Third-party Services.

8.3Notwithstanding any conflicting provisions, the Supplier assumes no liability of any kind for Third-party Services, including in respect of availability, functionality, updates, modifications or defects. Third-party Services are supplied solely "as is". The Supplier's sole responsibility is to forward any complaint from the Customer to the third party or its distributor.

8.4The third party supplying Third-party Services is not deemed to be a subcontractor.

8.5The Supplier may at any time replace providers of Third-party Services, provided that the replacement does not have a material adverse effect on the Services as a whole.

9.1The Services are delivered against payment as set out in the Agreement. For Services where no payment terms are stated in the Agreement, the Services are delivered against payment for time and materials in accordance with the Supplier's price list in force from time to time.

9.2The 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.

9.3The Customer is responsible for all third-party costs of installation, shipping, handling and insurance.

9.4Payment terms are 8 days from the date of invoice.

9.5All prices are stated and invoiced in Danish kroner exclusive of VAT and other taxes/duties.

9.6Each party is responsible for its own compliance with legislation in force from time to time on VAT and other taxes/duties.

9.7Taxes/duties may not be deducted from payments to the Supplier, unless required by law. In that case, the Customer shall pay a correspondingly increased amount so that the Supplier receives a net amount equivalent to that agreed.

9.8Interest accrues on overdue payments in accordance with applicable law.

9.9The Supplier may adjust the agreed prices annually. The adjustment cannot exceed the higher of (a) the annual increase in the net price index as of 1 January, or (b) 3%.

9.10Changes caused by external circumstances, including currency rates, supply costs and changes in the prices of third-party services, allow the Supplier to further adjust its prices by the net impact of the changes without prior notice.

9.11Set-off may not be made against the Supplier's invoices.

9.12The Supplier may collect and/or request information about the Customer's creditworthiness and may demand prepayment or sufficient security as a condition for continued delivery.

10.1.1Each party has the rights and remedies available under applicable law unless otherwise agreed in the Agreement.

10.1.2The Customer shall examine the Services without undue delay from the time of delivery.

10.1.3The Supplier's liability for breach, including defects and delay, lapses if the Supplier has not received notice without undue delay after the breach was or ought to have been discovered.

10.1.4The Supplier's liability for breach, including for errors and defects, lapses at the latest 3 months after the time of delivery of the relevant Services.

10.1.5Notification of breach does not release the Customer from paying invoiced amounts when due.

10.2.1A Service is defective if it does not substantially meet the specifications set out in the Agreement, it being acknowledged that IT services are never entirely free of errors, defects or interruptions.

10.2.2Failure to meet warranted service levels is not deemed a delay but a defect.

10.3.1A Service is delayed if delivery takes place after the agreed delivery date for that Service.

10.3.2Each party shall give written notice of any actual or anticipated delay and loyally seek to mitigate its adverse effects.

10.3.3If 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.

10.3.4If a delay is primarily due to circumstances attributable to the Customer, the affected payments continue to be invoiced in accordance with the Agreement, regardless of whether the Services, phases or milestones triggering the payment are delayed.

10.3.5The Supplier may withhold or suspend a Service if payment for the delivered Service is overdue, provided that the Supplier has given at least 30 business days' prior written notice and the full overdue payment has not been received by the expiry of the deadline.

10.4.1When a party is notified of its breach, the party is entitled and obliged to cure the breach without undue delay.

10.4.2Cure includes all necessary measures to remedy the breach and ensure restoration of the delivered Services or payment of any outstanding amounts.

10.4.3Breach may, at the Supplier's discretion, be cured by repair or replacement.

10.4.4If the breach cannot be cured without undue delay, the parties shall loyally discuss a plan for cure and any reasonable workaround.

10.5.1To the extent that a party fails to cure a breach, the non-breaching party may claim damages in accordance with the Agreement.

10.5.2If the Customer reports a non-existent or non-reproducible breach, the Supplier may demand payment for time and materials spent in connection therewith.

10.5.3For matters where the Supplier is required to pay liquidated damages, the Customer may only claim additional damages for losses exceeding such liquidated damages.

10.6.1A party is not liable for indirect or consequential losses, including the Customer's loss of profit, loss of operations, loss of goodwill, business interruption, reduced business value or loss of data (with the exception of direct costs of restoring data for which the liable party has a backup obligation).

10.6.2Each party's total liability for all claims arising out of or relating to the Agreement during any 12-month period is limited to an amount equal to 100 % of the payments received by the Supplier under the Agreement for the same period.

10.6.3Each party is liable for claims from data subjects in accordance with Article 82 of the GDPR and Section 26 of the Danish Liability Act. Any claim from the Customer against the Supplier cannot exceed the agreed monetary limitation of liability, and the Customer shall indemnify the Supplier against any claim from data subjects directed at the Supplier and exceeding the monetary limitation.

10.6.4The limitations of liability do not limit a party's liability for: (a) payment of due invoices; (b) losses that cannot be limited under applicable mandatory law; (c) product liability in connection with death or personal injury; (d) infringement of intellectual property rights; (e) breach of confidentiality obligations; (f) gross negligence, wilful misconduct or fraud.

10.6.5The Supplier is not liable for losses or damages caused by the Customer's lack of training, use of the Services in a way other than as set out in the documentation, or the Customer's or a third party's implementation of, changes to or intervention in the delivered Services.

11.1The Supplier is the owner and author of all intellectual property rights in and to the Services (including intellectual property rights created jointly with the Customer) and the results thereof.

11.2Upon the Customer's payment for the Services, the Supplier grants the Customer a perpetual, transferable, non-exclusive licence to the Services and results thereof that have been developed specifically for the Customer, including documentation, data, customisations, integrations and customer-specific software. The licence is unrestricted in all respects, including as to time, territory, configuration, form, design, method and medium, and includes the right to use, modify, develop, maintain, sublicense, distribute and assign the Services and the results.

11.3From the date of the Agreement, the Customer grants the Supplier a time-limited, non-exclusive and non-transferable right to use services or other material made available by the Customer to the Supplier as part of the performance of the Agreement. The permitted use is limited to that necessary for delivery of the Services and expires automatically upon termination of the Agreement.

11.4To the extent specific licence terms apply to a specific Service, those specific licence terms apply in place of the above.

11.5"Intellectual property rights" means all forms of intellectual property rights and industrial property rights, including applications for such rights – of any kind and form, anywhere in the world – including trade secrets, know-how, patents, trademarks, copyrights, design, database and software rights, as well as all other rights under the Danish Copyright Act, the Marketing Practices Act, the Trade Secrets Act and all other legal rights protecting intangible assets.

12.1Notwithstanding any generally applicable limitations of liability, a party ("Defending Party") shall indemnify the other party ("Affected Party") against claims brought by, and finally awarded to, a third party alleging that the Service infringes the third party's intellectual property rights — provided that the Affected Party promptly notifies the Defending Party of the claim, cooperates in the defence and does not make statements that could prejudice the prospects of settling or defending the claim.

12.2The Defending Party may obtain a valid licence to the infringed rights or bring the infringement to an end by modifying or replacing the affected Service with a solution that substantially has the same functionality.

12.3The Defending Party's obligations do not apply if the claim is based on: (a) the Affected Party's non-compliance with the Agreement; (b) the Affected Party's integration of the Services into a third-party product; or (c) use of the Services for purposes other than those intended.

12.4This section constitutes the Affected Party's exclusive remedy in case of infringement of third-party intellectual property rights.

13.1.1The duration of the Agreement is stated in the Agreement.

13.1.2The Agreement may be terminated by either party with 30 days' prior written notice, unless otherwise stated in the Agreement.

13.1.3In the event of the Customer's termination, the Customer shall pay: (a) for Services delivered up until the time termination is notified; (b) for Services delivered in the notice period; and (c) other reasonable and unavoidable costs. All costs shall be reasonably mitigated by the Supplier.

13.2.1Each party may terminate the Agreement with immediate effect: (a) if the other party is in material breach of the Agreement and the material breach has not been cured within 20 business days of receiving written notice; (b) if the other party's material breach cannot be cured; or (c) in the event of the other party's insolvency.

13.2.2The Customer's failure to pay any outstanding amount (other than outstanding amounts disputed in good faith) is deemed a material breach.

13.3.1Regardless of cause, termination has effect only for the future (ex nunc).

13.3.2Regardless of cause, termination does not entail any refund of amounts already paid.

14.1Neither party shall be deemed in breach of any obligation to the extent and for the period the party in question is prevented from performing the obligation due to a force majeure event.

14.2Force majeure events include natural disasters, war, mobilisation, breakdown of telecommunications infrastructure, external security events (e.g. hacker attacks or computer virus attacks), health and safety restrictions imposed by public authorities, pandemics, epidemics, strikes, lockouts, fire and other unforeseen circumstances outside the affected party's control.

14.3The parties shall loyally use reasonable efforts to enable continued delivery of the Services affected by the force majeure event.

14.4The part of the Agreement relating to the affected Services may be terminated by either party with immediate effect if the force majeure situation has prevented delivery of the affected Services for 30 consecutive business days.

15.1The Customer has all rights, including intellectual property rights, to the Customer's own data.

15.2The Customer is responsible for ensuring proper backup of the Customer's data.

15.3The Customer is responsible for the accuracy and integrity of data processed by the Supplier when using the Services, as well as the Customer's transfer, migration and/or conversion of the Customer's data to or from the Services.

15.4To the extent the Supplier undertakes to process the Customer's data, such processing shall be governed by the Supplier's IT security policy in force from time to time.

16.1If the Supplier undertakes to process personal data on behalf of the Customer (as a data processor), the parties shall enter into a separate data processing agreement based on the Supplier's standard. In the event of inconsistency, the data processing agreement prevails over the Agreement, the General Terms or the Service-specific Terms. The Data Processing Agreement (DPA v2.0) in force from time to time is available at firma360.dk/databehandleraftale.

16.2The Customer shall ensure the necessary legal basis for the Supplier lawfully to process personal data on behalf of the Customer.

16.3The Supplier may anonymise any information received, generated or processed as part of the Services and use such information for its own purposes. The Supplier has all rights, including intellectual property rights, to the anonymised information.

17.1Each party shall ensure full confidentiality regarding information and documentation about the other party received in connection with the Agreement and the Services. This provision applies regardless of any termination of the Agreement.

17.2Each party may disclose confidential information to its representatives, including legal advisors and consultants, where disclosure is necessary to perform their tasks in relation to the Agreement or the Services. A party may also disclose confidential information when required to do so by mandatory law or by an order from a competent authority.

17.3The confidentiality obligations do not apply to: (a) information that is known to the receiving party without being subject to a confidentiality obligation; (b) information independently developed by the receiving party; or (c) information that is publicly known.

18.1The parties may only assign rights and obligations under the Agreement to a third party with the other party's prior written consent, which shall not be unreasonably withheld or delayed.

18.2The Supplier may assign the Agreement in whole or in part to (a) one of the Supplier's affiliated companies or (b) a third party as part of a full or partial divestment of one or more of the Supplier's business units.

19.1The Agreement is governed by and shall be construed in accordance with Danish law, except for (a) rules leading to the application of legislation other than Danish, and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).

19.2Any dispute and claim arising out of or in connection with the Agreement shall be decided by a competent court at the Supplier's domicile.