Terms & Conditions

Terms and Conditions of Sale and Delivery for Service Services to Business Customers

 

Application

These general terms and conditions of sale and delivery apply to all agreements for the sale and delivery of service services within design, web development, e-commerce strategy to business customers by Clarify Commerce, 44302888.

 

Agreement Basis

Agreement Basis: The Terms, together with the Company's offer (project overview), and the Agreement Contract, constitute the entire agreement basis for the Company's sale and delivery of service services to the customer. Customer's purchase conditions printed on orders or otherwise communicated to the Company do not form part of the Agreement Basis.

Amendments and Supplements: Amendments to and supplements to the Agreement Basis are only valid if agreed upon in writing.

Legal Status: Each of the parties shall immediately notify the counterparty if it changes its legal status, is subject to bankruptcy or reconstruction proceedings, or voluntary liquidation.

 

Service Services

Standard: The service services sold and delivered by the Company are performed with due craftsmanship.

Customer's Cooperation: The customer must provide the Company with access to personnel and information to the extent necessary to perform the service services.

Legislation and Standards: The Company is not responsible for ensuring that the service services comply with legislation or standards or can be used for specific purposes unless otherwise agreed upon in writing.

 

Price and Payment

Price: The price for the service services follows the Company's applicable price list at the time the Company confirms the customer's order, unless otherwise agreed upon in writing. All prices are exclusive of VAT.

Payment: The customer must pay all invoices for service services no later than, unless otherwise agreed upon in writing.

 

Late Payment

Interest: If the customer fails to pay an invoice for service services on time for reasons not attributable to the Company, the Company is entitled to interest on the overdue amount at a rate of 1% per month from the due date until payment is made.

Termination: If the customer fails to pay an overdue invoice for service services no later than 14 days after receiving a written demand for payment from the Company, the Company, in addition to interest under clause, is entitled to: (i) terminate the sale of the service services related to the delay, (ii) terminate the sale of service services not yet delivered to the customer, or demand prepayment for them, and/or (iii) exercise other remedies for breach of contract.

 

Offers, Orders, and Order Confirmations

Offers: The Company's offers are valid for 10 days from the date of the offer, unless otherwise stated in the offer. Acceptance of offers received by the Company after the expiry of the acceptance period is not binding on the Company unless otherwise notified to the customer.

Orders: The customer must place orders for service services with the Company in writing. An order must include the following information for each ordered service service: (i) Order number, (ii) Service number, (iii) Service description, (iv) Price, (v) Payment terms, and (vi) Delivery date.

Order Confirmations: The Company aims to send confirmation or rejection of an order for service services to the customer in writing no later than [number] working days after receiving the order. Confirmations and rejections of orders must be in writing to bind the Company.

Amendment of Orders: The customer cannot amend a placed order for service services without the written acceptance of the Company.

Conflicting Terms: If the Company's confirmation of an order for service services does not correspond to the customer's order or the Agreement Basis, and the customer does not wish to accept the conflicting terms, the customer must notify the Company in writing no later than [number] working days after receiving the order confirmation. Otherwise, the customer is bound by the order confirmation.

 

Delivery

Delivery Time: The Company delivers service services no later than the time stated in the Company's order confirmation. The Company is entitled to deliver before the agreed delivery time, unless otherwise agreed upon.

Examination: The customer must examine all service services upon delivery. If the customer discovers an error or defect that it wishes to invoke, it must immediately notify the Company in writing. If an error or defect that the customer has discovered or should have discovered is not immediately reported in writing to the Company, it cannot be asserted later.

 

Late Delivery

Notification: If the Company expects a delay in the delivery of service services, the Company informs the customer of the expected delay as soon as possible.

Termination: If the Company is unable to deliver service services within a reasonable time due to circumstances beyond its control, including but not limited to, labor disputes, strikes, lockouts, illness of key personnel, shortages of materials, lack of transport, war, terrorism, import and export bans, and defects or delays in deliveries from subcontractors, the Company is entitled to terminate the agreement without liability.

 

Warranty

It should be stated in the Terms if you wish to provide a warranty against defects in service services and what the terms of the warranty are. You should specify the types of defects and deficiencies you are responsible for and the duration of the warranty period.

If there are specific situations where you will not be liable for a defect or deficiency, you should explicitly state it in the Terms. For example, you should make it clear that you are not responsible for a defect or deficiency if it has arisen because the customer has used a service incorrectly, but there may also be other relevant conditions specific to your service.

If a customer discovers a defect or deficiency covered by the warranty you have provided, you should write in the Terms that the customer must notify you immediately. If the customer waits for several months to notify you, it may worsen the defect or deficiency.

You should write in the Terms what practically happens when you have received notice of a defect or deficiency and when you inform your customers whether a defect or deficiency is covered by the warranty you have provided. This will help align expectations.

It should be stated in the Terms when you rectify defects and deficiencies covered by the warranty you have provided and how you rectify defects and deficiencies covered by the warranty.

You should write in the Terms what the customer's rights are if you fail to rectify a defect or deficiency that you are obligated to address, as promised. The Terms suggest that the customer can cancel the order(s) related to the defect or deficiency, but you may also consider whether the customer is entitled to maximum compensation for any direct losses suffered due to your negligence.

 

Liability

This clause simply reiterates what is otherwise applicable under Danish law: that you and your customers are each responsible for losses and damages resulting from your actions and omissions.

It is a good idea to limit the liability you may incur towards a customer. The limitation can be expressed here in relation to the purchase made by the customer from you, but it can also be expressed as a specific amount.

You should write in the Terms that you are not liable for what we call "indirect losses." What constitutes an indirect loss will depend on the specific situation, but examples of losses that are often considered indirect include loss of production, profit, time, and goodwill. If there are specific types of losses you want to disclaim responsibility for, you should include them in the Terms.

It is a good idea to write in the Terms that you are not liable if entirely extraordinary circumstances, beyond your control, occur. This is what we traditionally call "force majeure." If there are specific circumstances that you believe are beyond your control and should exempt you from liability, you should mention them explicitly in the Terms.

 

Intellectual Property Rights

It is a good idea to state in the Terms who has ownership of patents, designs, trademarks, etc., that may arise in connection with your provision of service services to your customers. The Terms assume that you have ownership, but it can also be agreed that ownership belongs to the customer. In that case, you should be careful with how you formulate to ensure that you do not grant the customer more rights than necessary.

If you have ownership of the intellectual property rights that may arise in connection with your provision of service services to your customers, you should write in the Terms that the customer has a license to use the intellectual property rights within its usual business area or the specific area you agree upon.

If it turns out that a service you have provided to a customer infringes, for example, a third party's patent, it can be a costly affair for you. Therefore, you should clearly state in the Terms that you are not liable for the infringement of third-party rights.

 

Confidentiality

If you provide confidential information to your customers, you should write in the Terms what obligations the customers have regarding the disclosure and use of information and how long these obligations last. If you do not agree otherwise, the Mareting Practices Act § 23, subsection 2, applies.

 

Processing of Personal Data

You should specify in the Terms the legitimate purposes for which the data is collected and briefly explain this to the data subject, allowing the data subject to anticipate which data is being processed and what it may be used for.

Furthermore, it is recommended that you provide contact information to which data protection inquiries should be sent. The contact information can be either for a named individual or for a function box set up by the company. If your company has a privacy policy on its website, it can be beneficial to refer to it.

Reference is made to the Data Protection Agency's website, www.datatilsynet.dk, where you will find both Danish and international guidelines on data protection rules. Templates that you can use as a starting point are also available there.

 

Data Processing Agreement

If the Customer is to process personal data on behalf of the Company, a data processing agreement must be entered into in accordance with Article 28 of the data protection regulation. The Data Protection Agency's website provides guidance on data controllers and data processors, as well as a template for a data processing agreement.