General terms and conditions

1. Scope

These general terms and conditions shall apply to all services and/or deliverables provided or performed by VENZO A/S (hereinafter “VENZO”). By Customer shall mean the counterparty whom VENZO enters into an agreement with.

The services and/or deliverables to be provided or performed by VENZO shall be specified in a purchase order, quote or agreement with the Customer (hereafter referred to as the “Agreement”).

2. Delivery

Upon the execution of the Agreement, VENZO will provide and/or make available the ordered services and/or deliverables in accordance with the Agreement.

The Customer must provide information about the Customer’s contacts including as a minimum name, title, e-mail, telephone- and mobile number. The Customer shall be responsible to inform VENZO in writing about changes to such contact information. Accordingly, VENZO cannot be held responsible if a notification does not reach or due to the Customer’s failure to update VENZO.

3. Prices

All prices stated exclude VAT and unless otherwise stated in Danish currency (DKK). VENZO shall have the right to adjust prices on 1 January each year according to the higher of the increase in the Danish net price index, or three percent (3 %) on the current prices without notice or consent from the Customer.

4. Payment

Payments are due no later than fourteen (14) days from the invoice date unless otherwise specified in the Agreement. In the event of non-payment interest shall accrue at the rate of CIBOR + three percent (3 %) per month.

Invoices are issued by VENZO quarterly in advance unless otherwise agreed in the Agreement. The first invoice covers the period from the formation of the Agreement to the end of the next calendar quarter. In the event of any payment reminder notices, VENZO will be entitled to collect an administration fee of DKK one hundred (100) for each reminder. Following the third payment reminder, VENZO reserves the right to suspend or terminate services and/or deliverables upon fourteen (14) days prior written notice to the Customer. Further, VENZO reserves the right to delete such services and will only provide data to the Customer subject to simultaneous payment of all outstanding amounts.

Invoices are sent by email or by electronic invoicing (EAN). If a physical invoice is required, this will be sent with an invoicing fee of DKK one hundred (100) per invoice.

If the Customer does not agree to pay an invoice fully or believes that there is an error in an invoice, the Customer shall notify VENZO in writing no later than fourteen (14) days from the invoice date specifying why the Customer disputes the invoice. If such notification is not provided, the Customer shall be deemed to have accepted payment of the invoice.

5. Fee models

If a fixed fee model has been agreed in the Agreement, the fees of VENZO will be the fixed fee agreed without regard to actual consumption of the services or time and materials. If a variable (e.g. time and material) fee model has been agreed, the fees of VENZO will be based on actual consumption of time and/or materials. Only actual and effective time spent on work for the Customer will be charged (excluding e.g. lunch breaks, longer breaks, social events and any non-work related activities, but including travel time).

6. Expenses

The Customer will reimburse any such expenses which are reasonably and properly incurred by VENZO without any mark- up by VENZO, including travel, accommodation, out of pocket expenses, assignment related costs (such as visas and relocation management services). VENZO will obtain written approval from the Customer before VENZO incurs expenses in excess of the estimate.

7. Amendments

VENZO reserves the right, at all times and without prior notice, to amend these General Terms and Conditions as well as VENZO’s service level agreements in favor of the Customer. Such amendment of these General Terms and Conditions and/or VENZO’s service level agreements shall be made without an increase in price to the Customer.

8. References and Communications

VENZO is entitled to use the Customer as a reference provided such is made in general terms and without obligations to the Customer. VENZO is entitled to contact the Customer directly on all matters including offers, new services, etc.

9. Subcontractors

VENZO is at any time entitled to enter into agreements with subcontractors in order to meet its contractual obligations towards the Customer. To the extent that third party software and/or services is included, the Customer is obliged to accept and comply with the at all times applicable licensing terms. The Customer agrees that services and/or deliverables may be delivered by VENZO and/or its Affiliates. In this respect “Affiliates” means any person which, directly or indirectly, Controls, is Controlled by or is under common Control with VENZO and “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of VENZO, whether through voting rights, by contract or otherwise.

10. Warranties

Each party represents and warrants that:

a)  it has the power and authority to enter into and perform the Agreement, which constitutes valid and binding obligations on it in accordance with its terms; and

b) in performing its obligations under the Agreement it shall comply with all applicable laws.

To the maximum extent permitted by applicable law, other than those warranties which are set out in the Agreement, all conditions, warranties and representations, whether express or implied, are excluded and, in particular, VENZO does not warrant that:

a) the services and/or deliverables will meet the Customer’s particular requirements, whether or not those requirements have been made known to VENZO;

b) or the services and/or deliverables are of satisfactory quality or fit for any particular purpose.

11. Assignment

The Customer may not assign the Agreement without VENZO’s prior written consent. However, VENZO cannot refuse to grant such consent if the Customer assigns its rights and obligations:

a) to one of the Customer’s associated companies, including a subsidiary, a holding company or a subsidiary of such holding company,

b) as a result of a sale or a transfer of the majority of all Customer assets, or

c) as a result of merger or reorganization of the Customer. VENZO has the right to assign the Agreements to a third party in the event of sale, restructuring or reorganization, including merger, division, divestment or liquidation.

The liability of a party to an assignee of rights under the Agreement shall be limited to the liability it would have had to the assigning party had the assignment not occurred.

The parties do not intend any third party to have the right to enforce any provision of the Agreement or otherwise, except where such third party is an assignee of rights under the Agreement and such assignment is in accordance with this article 11.

12. Data Processing Agreement

The parties shall comply with relevant data protection legislation. If relevant, the parties shall enter into a separate data processing agreement regarding processing of personal data.

13. Rights to Data

The Customer holds all rights and title to the data recorded by VENZO in relation to the Agreement. Customer data may at any time be requested by the Customer on such media as determined by VENZO and subject to separate payment. VENZO’s assistance will be invoiced on the basis of time and material.

VENZO will not pass on the Customer’s data to third parties, including the police, intelligence services, or other public authority, unless it is:

a) upon the Customer’s written request,

b) as a result of the order from a public authority, or

c) if VENZO is required to do so by law.

14. Intellectual Property Rights and Third Party Rights

Any licences set out in VENZO’s invoice may only be used in accordance with the applicable license terms.

The Customer is responsible for obtaining the necessary licenses not provided by VENZO, and represents and warrants that there are no violations of third party intellectual property rights. VENZO assumes no responsibility or liability for infringement of third party intellectual property rights.

The parties acknowledge that there shall be no change as a result of the Agreement in the ownership of intellectual property rights in any material or items existing as at the start date of the Agreement, nor does the Agreement assign any intellectual property rights which are created or developed by or on behalf of either party outside the Agreement or where such assignment is not expressly provided for in the Agreement. VENZO holds all rights of title to software and hardware, if any, leased from VENZO.

The Customer undertakes to use VENZO services and/or deliverables only in respect of applicable laws, regulations and without infringing intellectual property rights, including that the Customer to the extent possible shall contribute to prevent any violation and/or infringement of the same.

Intellectual Property Right Indemnity

Subject to article 14, each party shall on demand indemnify the other party from and against all losses incurred by that other party arising out of or in connection with any claim, demand or action alleging that the services and/or deliverables provided by the indemnifying party have infringed any intellectual property rights of a third party.

Where there is a third party action, demand or claim (“Claim”):

a) the party seeking to rely on the indemnity (the “Indemnified Party”) shall promptly notify the indemnifying party of the Claim;

b) the indemnifying party shall have the sole conduct of all negotiations and litigation, and settle all litigation, arising from the Claim;

c) the Indemnified Party shall provide the indemnifying party with all such available information and assistance as the indemnifying party may reasonably require;

d) and the Indemnified Party shall make no admissions in respect of the Claim.

If, within thirty (30) days after the Customer’s receipt of notice of any Claim from VENZO, the Customer fails to take reasonable action to defend the same, and such Claim is not withdrawn, VENZO may, at the Customer’s expense, undertake the defence, compromise or settlement of the Claim. Upon the assumption of the defence of the Claim, VENZO may defend, compromise or settle the Claim as it sees fit, provided that VENZO agrees to take reasonable steps to keep the Customer informed of any reasonable settlement proposals made by the claimant.

Neither party shall have any liability to indemnify under this article 14 if the Claim arises as a result of:

a) any modification of the services and/or deliverables by anyone other than the indemnifying party or its authorised representatives;

b) the use of services and/or deliverables in combination with any other services and/or deliverables that have not been supplied or expressly authorised by the indemnifying party where, without such combination, no Claim would arise.

If the use of services and/or deliverables in accordance with the Agreement is either:

a) found to be infringing or;

b) in the indemnifying party’s opinion reasonably likely to be infringing, the indemnifying party shall at its option and expense: (i) procure for the Indemnified Party to the right to continue to use the services and/or deliverables in accordance with the Agreement; (ii) modify the services and/or deliverables so that they are not infringing (but without materially detracting from its functionality of perfomance), in which case the Indemnified Party shall cease using the infringing services and/or deliverables as soon as the indemnifying party makes such modifications available; or (iii) if in the indemnifying party’s reasonable opinion neither of the above options is commercially viable, require the Indemnified Party to cease use of the infringing services and/or deliverables and terminate the Agreement without notice and without liability to the Customer.

This article 14 states each party’s sole and exclusive remedy and each party’s entire liability in respect of any Claim.

The indemnity in article 14 shall not apply to any Claim which is brought more than one (1) year after the circumstances giving rise to the Claim have come, or should reasonably come, to the attention of the Indemnified Party.

15. Confidentiality

The Customer and VENZO are mutually obliged to treat all information received as confidential information and in a reasonable and responsible manner and in accordance with current “best practice” standards as well as applicable laws. Any information regarding the contractual relationship between the Customer and VENZO is confidential information during the term of as well as following termination or expiry of the Agreement and must not be reproduced in any form or distributed to third party, unless otherwise agreed in writing.

Receiving and Disclosing Party

For the purpose of this article 15 the “Disclosing Party” shall mean VENZO or the Customer, as applicable, disclosing confidential information and the “Receiving Party” means VENZO or the Customer, as applicable, receiving confidential information.

Confidentiality obligation

The Receiving Party shall keep in confidence and observe strict confidentiality with respect to all confidential Information obtained from or relating to the Disclosing Party and shall not disclose or otherwise make available such confidential information, whether in whole or in part, to any third party without the prior written approval by the Disclosing Party.

The Receiving Party’s right to disclose confidential information to its employees

The Receiving Party is entitled to disclose confidential information to the employees and management of the Receiving Party for the purposes of the Agreement, provided such person are made aware of and abide by the confidentiality obligations under the Agreement.

Return of confidential information

The Receiving Party shall upon the Disclosing Party’s request and at the Disclosing Party’s sole discretion (i) immediately return all confidential information to the Disclosing Party together with any reproductions and copies or (ii) delete and destroy all reproductions and copies of confidential information and provide the Disclosing Party with a statement confirming the deletion and destruction of all such reproductions and copies.

Unauthorized disclosure

The Receiving Party shall promptly notify the Disclosing Party of any actual or attempted unauthorized possession, use or knowledge of confidential information of the Disclosing Party by a Person which may become known to the Receiving Party, and furnish to the Disclosing Party full details hereof as reasonably required and co-operate with the Disclosing Party in any litigation and investigation against third parties reasonably deemed necessary by the Disclosing Party to protect its proprietary rights.

Notification of disclosure

Prior to any authorised or unauthorised disclosure, the Receiving Party will use best endeavours to notify the Disclosing Party prior to making any such disclosure, and will use reasonable efforts to seek confidential treatment of such information.

Disclosure to adhere to law or court order

Nothing in this article 15 shall prevent the Receiving Party from disclosing any confidential information in the fulfilment of the Receiving Party’s obligations to supply information for the purpose of complying with any law or court order.

16. Remedies

Remedies shall be exercised by the Customer no later than six (6) months following delivery, at which point in time the Customer shall no longer be entitled to file a claim regarding defects in the delivery. The parties agree that the provision in Section 54 of the Danish Sale of Goods Act is hereby waived. VENZO is entitled at any time to carry out unpaid remediation and/or replacement. Upon duly remediation and/or replacement, the Customer shall not be entitled to exercise any other rights in respect of defects.

The Customer shall be responsible for the accuracy and adequacy of the information and data provided to VENZO in relation to the Agreement, and VENZO shall not be liable for errors, defects and/or discrepancies attributable to information received from the Customer. Remediation of errors which are not caused by VENZO will be charged according to time spent at the hourly rate set out in the Agreement. The Customer shall in no event have the right to withhold payment, and there will not be given a proportional reduction in the price.

17. Termination

Insolvency

VENZO may at any time by notice in writing terminate the Agreement as of the date specified in the notice if:

a) the Customer at any time becomes bankrupt or has a receiving order or administration order made against it or makes any composition or arrangement with or for the benefit of its creditors or purports to do so; or

b) the Customer passes a resolution or a court makes an order (i) the Customer be wound up or (ii) a receiver or an administrator an behalf of a creditor is appointed in respect of the business of the Customer or any part or parts thereof, or (iii) circumstances arise which entitle a court or a creditor to appoint a receiver or administrator or which entitle a court to make a winding up order; or

c) anything analogous to any of these events under the law of any jurisdiction occurs in relation to the Customer.

Material breach

VENZO shall be entitled to terminate this Agreement fully or partly and immediately if the Customer commits any material breach of this Agreement and fails to remedy that breach within thirty (30) business days of written notice of that breach (the thirty (30) business days period only applies where a breach is capable of remedy – if it is incapable of remedy, the Agreement may be terminated by written notice immediately). Non- payment of due invoices is considered a material breach.

18. Liability, including in relation to product liability

The parties shall be liable for damages in accordance with the general provisions of Danish law, except as otherwise set out in these general terms and conditions or the Agreement.

Neither party shall be liable for any of the following types of loss or damage: special, indirect or consequential loss; pure economic loss, costs, damages or charges; loss of profits; loss of revenue; loss of contracts; loss of anticipated savings; loss of business; loss of use; loss of goodwill; and loss or damage arising from loss, damage or corruption of any data.

VENZO shall not be liable if the delay or failure in a delivery is due to

a) delay or degraded connections (in e.g. the communication infrastructure) for which VENZO is not responsible, or

b) delayed or defective deliveries from utility providers or other suppliers that are not subject to VENZO’s instruction and whose services are a prerequisite for VENZO’s delivery.

19. VENZO’s Limitation of Liability

In respect of circumstances that trigger the payment of a penalty, compensation may only be claimed to the extent that a loss in excess of the penalty amount can be documented.

VENZO’s aggregated liability to the Customer under liability, compensation, penalties etc. under or in connection with the Agreement, whether arising from contract, negligence or otherwise, shall for the entire term be limited to the fees paid by the Customer for the specific services and/or deliverables giving raise to the claim during the last three (3) months preceding the event giving raise to the claim.

Nothing in this Agreement will exclude or limit either party’s liability:

a) for death or personal injury caused by its negligence or that of its employees or agents or, in case of VENZO, any sub-contractor or its employees;

b) for fraudulent acts or omissions, theft, gross negligence or wilful misconduct;

c) to the extent applicable law precludes or prohibits any exclusion or limitation of liability;

d) the Customer’s obligation to pay the charges.

20. Force Majeure

Neither VENZO nor the Customer shall be deemed liable to the other party in respect of matters outside the party’s control, including strikes, virus, malware or hacking and which the party should not have taken into consideration when signing the Agreement. Circumstances relating to VENZO’s subcontractors entailing that VENZO is unable to meet its obligations towards the Customer and which cannot be overcome without excessive costs for VENZO is considered a force majeure event.

Force majeure can only be invoked for the number of days the force majeure situation persists. Force majeure may be invoked only if the relevant party has given written notice to the other party no later than ten (10) working days after the force majeure situation has occurred.

If any force majeure event, which affects in whole or in part the Customer’s performance of the Agreement lasts for more than twenty (20) business days from the date of notification of such event the VENZO is entitled (but not obliged) to terminate the Agreement by giving notice to the Customer.

21. Guidelines and Legislation

The Customer shall comply with any and all guidelines issued by VENZO. The Customer warrants and represents not to use services and/or deliverables in non-compliance with applicable legislation.

22. Communications

No communications from a party to the other party to the Agreement shall have any validity unless made in writing in accordance with this article 22. Any notice whatsoever which a party is required or authorised by the Agreement to give or make to the other party must (except as otherwise expressly stated in the Agreement) be given or made either by mail, by hand delivery or by email.

23. Survival of rights and obligations under the Agreement after expiration or termination

Any provision of this Agreement that expressly or by implication is intended to come into or continue to be in force on or after termination or expiry of this Agreement, including (but not limited to) article 10 (Warranties), article 14 (Intellectual Property Rights and Third Party Rights) and any related rights set out elsewhere in the Agreement, article 15 (Confidentiality), article 19 (VENZO’s Limitation of Liability), article 23 (Survival article), article 24 (Insurance), article 25 (Entire Agreement), article 26 (Governing Law, Dispute and Jurisdiction) and any articles relating to liquidated damages set out elsewhere in the Agreement (if applicable), shall remain in full force and effect.

Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

24. Insurance

Without prejudice to article 19 (VENZO’s Limitation of liability) VENZO shall maintain in force at its own expense appropriate insurance for the provision of the services and/or deliverables. Within sixty (60) days of a request from the Customer, VENZO shall provide evidence of the insurances which it is obliged to maintain under this article 24.

25. Entire Agreement

This Agreement constitutes the entire agreement between the parties as to its subject-matter and, in relation to the subject matter and in the absence of fraud, supersedes any prior warranties, indemnities, undertakings, conditions, understanding, commitments or agreements between the parties, whether oral or written.

26. Governing Law, Disputes and Jurisdiction

Governing law

This Agreement and any non-contractual obligations arising out of or in connection with it will be governed by Danish law, save for any rules leading to the application of the laws of another jurisdiction.

Arbitration

Any dispute which may arise in connection with VENZO’s services and/or deliverables, including regarding the existence or validity of the contractual relationship shall to the extent possible be settled by good faith discussion between the parties. To the extent such good faith settlement is not possible the dispute shall be settled by simplified arbitration administrated by The Danish Institute of Arbitration, in accordance with the rules of simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The place of arbitration shall be Copenhagen. The language of the arbitration shall be English.