TABLE OF CONTENTS

Effective from 1 November 2016 for ConPDS ApS, hereinafter ConPDS.

 

GENERAL

These terms of business are for clients.


ACQUISITION OF PRODUCTS AND SERVICES

When ordering at ConPDS, the client accepts these terms of business and consents to the initiation of the order by ConPDS.


CONTACT INFORMATION

The client shall at any time inform ConPDS of their correct address and contact information, including their company registration number, telephone number, e-mail, and fax number, as well as updating these. The contact information is used for inquiries, invoicing, and the preparation of contracts. In case ConPDS finds the contact information to be misleading, ConPDS might be forced to close down the client's services in certain cases.


SUPPORT

ConPDS provides support for clients on Mondays to Fridays from 08.30 to 16.30 CET. Inquiries via e-mail 

support@conpds.com or by telephone +45 6040 7000.


Non-critical inquiries outside these hours will be invoiced EUR 400 as an initial fee and at a normal hourly rate + 50% (0.5 hours as a minimum).


PRICING - SERVICES

Unless otherwise agreed upon, all services shall be carried out, including programming, set-up, and installation on a time basis. This is applicable regardless of the service being delivered in several rounds. If the client requires a fixed price for the services, a separate offer shall be made for this request. In that case, a chargeable preliminary analysis shall be required. ConPDS is not liable for fluctuations in price estimates unless ConPDS has agreed to deliver at a fixed price. Regardless of a fixed price, the client is liable for additional time consumption due to the client's existing software or hardware, which are circumstances to be considered unusual and/or unpredictable.


INVOICING

ConPDS forwards invoices electronically, primarily. Should the client request to receive invoices differently - for instance, by letter post - ConPDS will charge an administrative fee of EUR 5,00 for each invoicing.

Visits from a consultant shall be invoiced per half hour; however, 1 hour is a minimum. All other services shall be invoiced per half hour, cf. the current price list for consultancy services.

Transport will be invoiced cf. the current price list.


DELIVERY

All articles shall be delivered by either our own vehicle or an external carrier. If the articles are damaged during transportation, the client must call attention to the damage to ConPDS immediately. The client must also call attention to ConPDS if the invoice/delivery note and the delivered articles do not correspond. The inquiry shall be made in writing, by e-mail, or by telephone. The delivery shall be made subject to sold-out articles, including potential backorders.


THE CLIENT'S OBLIGATIONS

It is decisive that the client is actively instrumental in the process for ConPDS to implement the contract. In that connection, the client is bound to inform ConPDS's consultants about any circumstances that might influence the implementation of the order and contribute to the preparation of the work and assign their own resources to implement the order as agreed upon. In addition, the client is responsible, at any time, for sufficient backup so that the client's data can be restored easily.

To the extent deemed necessary by ConPDS for the implementation of a contract, the client must - at the client's own account - give the consultants access to the client's IT installation and databases according to further instructions by the consultants. Furthermore, the client shall put the necessary and legal workstations at the consultants' disposal.

The workstations must be supplied with IT installations, communication facilities, etc., by further instructions of the consultants.

If an agreed-upon service is not deliverable for a period of time due to the client's circumstances, the client shall be fully invoiced for the agreed-upon service deducted ConPDS's potential other invoicing for work carried out by the consultants in question for other clients during the same period.

ConPDS is by no means liable for circumstances, which fall within the client's non-compliance of their obligations under the collaboration agreement.


TERMS OF PAYMENT

Our terms of payment are 8 days net unless otherwise agreed upon or informed of in writing. Failure to comply with the terms of payment in a timely manner will be charged with an interest rate of 2 % of the amount due for each month or fraction of a month and an administrative fee of EUR 15,00 per reminder. In case of collection of debt, the client shall cover all expenses in this connection.

If ConPDS has not received the payment later than the due date, the client's due payments will first be written off the interest accrued, thereafter the debt. 

ConPDS reserves the right to send articles cash on delivery.


BUSINESS AGREEMENT

Clients, who have entered into a business agreement with ConPDS, will be offered credit in compliance with the contract. When entering into a business agreement with ConPDS, all clients are credit-rated. 


RIGHT OF RETURN

If the client cancels a placed order, ConPDS is entitled to charge a fee of 25 % of the purchase price/the overall price. If ConPDS's loss exceeds 25 % of the purchase price, the client shall compensate for the entire loss. 

Articles are only returnable by prior agreement and within 8 days if the article is free of damage, intact, and it is returned in its original packaging and under the above-mentioned conditions.

Special order articles (custom-built systems and third-party licenses) are not returnable.


CANCELLATION OF SUBSCRIPTIONS

A subscription period runs for 12 months unless another agreement is made. Subscriptions must be canceled in writing with a 1-month notice till the expiry of the subscription period. If the client does not cancel his subscription in writing at the end of a subscription period, the subscription will be renewed automatically under the same terms and conditions as the original subscription.


PRICES

All prices are exclusive of 25 % VAT where applicable. ConPDS reserves the right to adjust the prices in accordance with market prices on a current basis without any further notice.


WARRANTY

Supplied articles are subject to the supplier's warranty to the extent it is evident from the article's documentation.

The warranty does not include damages due to operating errors, modifications, severe misuse, or damage by the user. If this is established, the repair/support will be charged according to the applicable hourly rates. If the product has an on-site or another warranty, the buyer himself is bound to make an inquiry to the supplier's support service and thereby see to the contact. If ConPDS is to help with this, a freight fee, an hourly rate, and mileage allowance must be paid.

ConPDS is not liable if the supplied service does not have the desired value for the client, if the client does not achieve the desired results, or if the service moreover does not have the assumed expediency.


COMPLAINTS

The client shall examine, evaluate and test the supplied at the completion of a project or sub-project. Defects, which are detected in such an assessment, must be communicated to ConPDS immediately. Only if the supplied service by ConPDS denotes as insufficient, and if this should not have been detected by the client in connection with the client's assessment/test, the client may claim the defect. However, the complaint must be made immediately after the defect is detected no later than 3 months after the completion of the work.

The regulations in the documentation apply to articles.

If the product/service is defective, ConPDS shall be obliged to - at their own choice - (1) remedy the defect, (2) supply substitute articles, (3) offer a proportional price reduction, or (4) pay damages. The client is not entitled to maintain further claims.


PRODUCT LIABILITY

ConPDS is only liable for damages inflicted by the sold article if it is verifiable that ConPDS cause the damage. ConPDS is not liable for operating loss, time loss, loss of profits, or other indirect loss.


LICENCES 

The license terms for software supplement these terms and conditions at any time.


DISTRIBUTION

In the case of distribution of equipment, the buyer is obliged to inform their client about these terms and conditions. ConPDS is not liable to a third party outside the scope of these terms. It is not legal to distribute software and licenses.


OWNERSHIP

The ownership of the purchase remains with ConPDS until the entire purchase price with potential financing charges is paid. The client shall keep the purchased intact and insured until the entire purchase price is paid.

 

DISCLAIMER OF LIABILITY

ConPDS can solely be held responsible for defective products/services due to defective implementation or application of deficient/unfit components, network, software, hardware, or other material supplied by ConPDS. Furthermore, liability can solely be maintained if the product/service is safely installed and supported and by the client applied correctly for ordinary use according to ConPDS's specifications.

ConPDS is not liable for defects due to defective sup-port/maintenance; incorrect installation performed by others than ConPDS; changes made without ConPDS's written consent or repairs, updates, or other changes that the client has made without ConPDS's prior written consent.

If ConPDS's service to the client includes products or sub-products, which are purchased at a third party/subcontractor, and for which ConPDS is liable for the development and production of, ConPDS is - regardless of what is stated in the rest of these terms and conditions - solely liable to the extent that the third party/subsupplier has accepted responsibility for the liability of the guarantor.

The delivery time, which may be included in the contract, is solely guiding, and ConPDS cannot be held liable for non-compliance with this delivery time.

Costs for transport, insurance, travel, mounting, and other costs at remedy or replacement must be paid by the client.

ConPDS's liability for damages is limited to the client's direct loss and may never exceed 50 % of the client's payment of the order. Indirect loss, including operating loss, loss of profits, data loss, or the client's costs for third-party remedy, will not be compensated.


PROVISO

We make reservations for misprint and sold-out articles, including backorders, failing delivery from our suppliers, changing product specifications, and force majeure.


FORCE MAJEURE

If one of the parties is prevented from performing their contractual obligations due to force majeure, the obligation of the party concerned will be suspended until the end of the obstacle and said the party is able to continue their obligations. 

Force majeure can solely be relied upon if the affected party without delay informs the other party of the reason for failing to comply with the contractual obligations. 

Provided that the supplier has acted reasonably and taken all commercially reasonable and relevant actions to prevent the occurrence of the problem, the supplier cannot be held responsible for the following circumstances:

  • Failing deliveries from subsupplier
  • Operating problems caused by either the client or the supplier's subsupplier
  • Fire or malicious damage
  • Breakdown of the client's local network
  • Strike and lock-out.


NON-DISCLOSURE, CONFIDENTIALITY, DOCUMENTS, KNOWLEDGE, AND EQUIPMENT

ConPDS maintains all rights to the software, licenses, equipment, inventions, know-how, etc., developed or applied by ConPDS for delivery of ConPDS's products and services. Material, data, and know-how - including technical documents and equipment, which the client has handed over in connection with compliance with the contract - may only be used by ConPDS for contractual activities for the client.

The client may at any time request an additional non-disclosure agreement in connection with installations of or handling confident data. ConPDS is bound by confidentiality in relation to confident information handed over between the parties before, during, and after delivery. The confidentiality obligation does not expire with the final delivery.

DISPUTES

These terms and conditions are controlled by Danish law, and unless otherwise specified, the general rules of Danish law apply in the mutual relationship between ConPDS and the client. The Court of Aarhus has jurisdiction in the first instance.


AMENDMENTS TO TERMS AND CONDITIONS AND PRICES

ConPDS reserves the right to, at any time, amend the current terms and conditions.

Amendments to the terms and conditions will be published on ConPDS's website www.conpds.com.