Terms and conditions

1. Application
   1.1 Application.
   These general sales and delivery conditions (“Conditions”) apply to all agreements between Optimizers ApS, Søbyen 13, 8660 Skanderborg, VAT number 43521462, (“The Company”) and the customer concerning the sale and delivery of hardware, software, and services within IT optimization, IT support, IT operations, software development, and other consultancy work for business customers (collectively called “Services”, cf. section 3).
2. Basis of Agreement
   2.1 Basis of Agreement.
   The Conditions, possibly together with the Company’s data processor agreement and privacy policy, constitute the entire Basis of Agreement. In cases where offers and/or order confirmations have been sent, these together with the Conditions form the complete basis of the agreement for the Company’s sale and delivery of Services to the Customer.
   2.2 Changes and Additions.
   Changes to and additions to the Basis of Agreement can only be made valid in writing with approval from both parties.
3. Services
   3.1 The Company.
   The Company provides consultancy services including the operation of IT systems for the Customer as further described in scope. Ordering consultancy work can but is not limited to a single request, part of an ongoing cooperation about the operation of the Customer’s IT systems, or a project of agreed scope such as software development. Unless otherwise agreed in writing, billing is based on the consultant’s recorded time spent. Billing is according to current prices, cf. the Company’s price list which can be provided upon request.
   Billing is double the rate for agreed work outside normal working hours.

• By normal working hours is understood Monday to Friday excluding holidays, Christmas Eve, New Year’s Eve, and Constitution Day.
• By normal working hours is understood the period from 8:00 to 16:00 during a workday, however, on Fridays from 8:00 to 15:30.
• By working hour is understood 1 hour within the defined normal working hours.

3.2 Customer’s Cooperation.
The Customer must provide the Company with information about personnel, IT equipment, and others, to the extent necessary to perform the Services. The Customer must also inform the Company of any procedures, regulations, or other applicable conditions in the Customer’s business, especially with regard to maintaining data security and integrity. The Customer, possibly in cooperation with the Company, creates a task description and, if necessary, a specification of requirements. It is the Customer’s responsibility to ensure the Company has free and unhindered access to the Customer’s IT systems, to the extent necessary for the Company to perform its Services.
The Customer guarantees that all workplace environment requirements are met, and the Customer must provide qualified personnel and equipment free of charge for the Company’s consultants, to the extent necessary for the Company to perform its Services. Unless otherwise agreed, the Customer is responsible for the necessary building preparations including electrical installations.
It is also the Customer’s responsibility to acquire any necessary communication subscriptions for using a service.

3.3 Products.
As part of one or more Services, it may be agreed between the parties that the Company shall deliver products including software, hardware, and more. If the services include software, hardware, and/or other equipment developed, manufactured, and/or acquired from a third-party supplier or dealer, the terms and conditions, including but not limited to limitations of liability and disclaimers, warranties, etc., set by such third-party shall apply to these parts of the services. Thus, the Company does not undertake any independent responsibility beyond what may expressly be stated in the terms and conditions set by the third party, unless otherwise agreed in writing.
3.4 Legislation and Standards.
The Company is not liable for Services that the Customer receives without advice, meeting legislation and standards, or being usable for specific purposes unless the Company has expressly warranted this in writing.

4. Price and Payment

4.1 Price.
The price for the Services follows the Company’s current price list at the time the Company confirms the customer’s order unless otherwise agreed in writing between the parties. All prices, both in writing and verbally, are exclusive of VAT. For the delivery of Services, billing is per started quarter-hour. In projects or tasks of significant time extent, the Company reserves the right to invoice in advance based on time spent or in advance, by agreement. When ordering Products, the Company reserves the right to invoice the Customer in advance for ordering the Products and commits to ordering the Products upon receipt of the payment.
4.2 Travel.
The Company is entitled, but not obligated, to invoice for travel in connection with the performance of Services. The billing can be based on time spent or per kilometer.
4.3 Payment.
The Customer must pay all invoices no later than 8 days from the invoice date unless otherwise agreed in writing between the Parties.

5. Late Payment
   5.1 Interest.
   If the customer fails to pay an invoice for Services on time for reasons for which the Company is not responsible, the Company is entitled to interest on the overdue amount, according to the provisions of the Interest Act.
   5.2 Termination.
   If the Customer fails to pay an overdue invoice for Services no later than 14 days after receiving a written demand for payment from the Company, the Company, in addition to interest per sec. 5.1, has the right to: (i) terminate the sale of the Services related to the delay, (ii) terminate the sale of Services and products not yet delivered to the customer, or require prepayment for them, and/or (iii) exercise other rights of breach, including compensation according to the general provisions of Danish law.
6. Offers, Orders, and Order Confirmations
   6.1 Offers.
   The Company’s offers are valid for 30 days from the date the offer is dated, unless otherwise stated in the offer. Acceptance of an offer that is in the hands of the Company after the acceptance period has expired is not binding for the Company unless the Company notifies the customer otherwise.
   6.2 Orders.
   The Customer can place an order for a service both in writing and verbally. For larger orders, the Company can demand that the Customer sends the order in writing.
   6.3 Change of Orders.
   The Customer cannot change an order for Services without the Company’s written consent.
   6.4 Conflicting Terms.
   If the Company’s order confirmation on Services does not match the Customer’s order or the Basis of Agreement, and the customer does not wish to accept the conflicting terms, the Customer must notify the Company in writing no later than 3 working days after receiving the order confirmation. Otherwise, the customer is bound by the content of the order confirmation.
7. Delivery
   7.1 Delivery Time.
   As a starting point, a delivery time for a service will be agreed upon between the Company and the Customer. The Company has the right to deliver before the agreed delivery time unless otherwise agreed between the parties. If no delivery time is agreed upon, the Company strives to deliver the service as soon as possible from the order is placed. All delivery times are indicative, and the Company assumes no responsibility for non-compliance with such indicative delivery times.
   7.2 Delivery of Products.
   When ordering a service in the form of a product, the product is delivered to the Customer against payment of a shipping fee. The risk of loss concerning the service passes from the Company to the Customer upon handover to an independently acting carrier.
   7.3 Examination.
   The Customer must examine all Services upon delivery. If the Customer discovers a defect or deficiency that the Customer wants to claim, it must be immediately communicated in writing to the Company. If a defect or deficiency that the Customer has discovered or should have discovered is not immediately communicated in writing to the Company, it cannot be claimed later.
   7.4 Testing.
   If a service is part of a project or the nature of a service implies this, the Customer must as soon as possible and no later than 5 days after delivery examine and test the delivered Services. Upon the Customer’s use of the service including any partial deliveries, the Customer is considered to have approved the service including any partial deliveries, as of the date when the Customer started using the service.
   7.5 Retention of Title.
   The Company retains ownership of the Products until the customer has made full payment for them. Until then, the Customer is obliged to take due care of the Product, including storing and maintaining the Product according to instructions and keeping the Product sufficiently insured at its full value against, for example, fire, theft, and water damage.
   The Customer also commits not to make any changes in/at the Product without the Company’s written consent. The Customer likewise commits not to move, lend, lease, pledge, or in any other way make proprietary dispositions over the Product until the ownership has been transferred to the Customer.
8. Delayed Delivery
   8.1 Notification.
   If the Company expects a delay in the delivery of Services, the Company will strive to inform the Customer about it, including a new expected delivery time.
   8.2 Termination.
   If the Company fails to deliver Services no later than 60 days after the agreed delivery time for reasons for which the Customer is not responsible, the Customer may terminate the order or orders affected by the delay without notice by written notification to the Company. The Customer does not have other rights in the event of delayed delivery, including compensation for direct and indirect losses, financial as well as non-financial.
9. Warranty
   9.1 Warranty.
   The Company provides no warranty on Services unless otherwise agreed in writing. Warranties from third parties that are part of a service and which the Company has resold to the Customer also apply to the Customer. Guarantees on hosting-related Services from the Company are specified in the Company’s Service Level Agreement.
   9.2 Exceptions.
   In the delivery of Services with Warranty, any exceptions can be found in the delivery terms from the third party from which the service originates.
   9.3 Notification.
   If the Customer discovers a defect or deficiency during the warranty period that the Customer wants to claim, it must be immediately communicated in writing to the Company. If a defect or deficiency that the Customer discovers or should have discovered is not immediately communicated in writing to the Company, it cannot be claimed later. The Customer must provide the Company with the information about a reported defect or deficiency that the Company requests.
   9.4 Examination.
   Within a reasonable time after the Company has received notification from the Customer about a defect or deficiency and examined the claim, the Company will inform the Customer whether the defect or deficiency is covered by the warranty.
   9.5 Remediation. Within a reasonable time after the Company has notified the Customer after sec. 9.4 that a defect or deficiency is covered by the warranty, the Company will remedy the defect or deficiency.
   9.6 Termination.
   If the Company fails to remedy a defect or deficiency covered by the warranty within 30 days after the Company has notified the Customer after sec. 9.4, for reasons for which the Customer is not responsible, and the defect or deficiency is not remedied within a period of 30 days, the Customer may terminate the order or orders affected by the defect or deficiency without notice by written notification to the Company. The Customer does not have other rights in the event of defects or deficiencies in Services than those expressly stated in sec. 9.
10. Liability
    10.1 Liability.
    Each party is responsible for its own actions and omissions according to applicable law with the limitations that follow from the Basis of Agreement.

10.2 Limitation of Liability.
Regardless of any opposing terms in the Basis of Agreement, the Company’s liability towards the Customer is limited to direct, documentable losses and cannot in total exceed 50% of the invoiced net amount (excluding Products) in connection with the service that has caused loss for the Customer. To the extent it is in accordance with Danish law, the customer cannot also make a product liability claim against the Company. Under no circumstances is the Company liable for defects, delays, non-fulfillment of obligations, or for other circumstances, if these entirely or partly are due to (i) the Customer’s negligence or breach of the Agreement, (ii) the Customer’s other suppliers or another third party related to the Customer, (iii) the Customer’s use of the Services in a different way than assumed, (iv) computer viruses, hacking, trojan horses, spyware, interference with technical protection measures relating to sources other than the Company, and (v) conditions due to IT breakdowns at the Customer or another supplier to the Customer. If the Services include Products manufactured and/or acquired from a third-party supplier or dealer, the limitations of liability and disclaimers set by such a third party will apply to these parts of the Services. Such limitations of liability and disclaimers will apply in addition to those set in this Agreement. The limitation of liability does not apply if the Company has acted intentionally or with gross negligence.
10.3 Indirect Losses.
Regardless of any opposing terms in the Basis of Agreement, the Company is not liable towards the Customer for indirect losses, including loss of production, sales, profit, time, or goodwill unless it is caused intentionally or with gross negligence. Loss of data is considered an indirect loss.
10.4 Force Majeure.
Regardless of any opposing terms in the Basis of Agreement, the Company is not liable towards the Customer for non-fulfillment of obligations that can be attributed to force majeure. The exemption from liability persists as long as the force majeure persists. Force majeure includes conditions that are beyond the Company’s control and which the Company could not have foreseen at the time of the agreement. Examples of force majeure are unusual natural conditions, war, terror, fire, flooding, vandalism, epidemic, and labor disputes. Upon invoking force majeure, the Company must immediately inform the Customer in writing about it. 11. Intellectual Property Rights

11. Ownership

11.1 Ownership.
The full ownership of all intellectual property rights that arise in connection with the Company’s performance of Services, including patents, designs, trademarks, and copyrights, belongs to the Company.
11.2 Usage Rights.
The Company hereby grants the Customer a non-exclusive, perpetual, non-transferable, including by sublicensing, fully paid, and royalty-free license to use the Services for its own internal business purposes. In cases where the Customer gains access to databases, intranets, portals, etc., owned or made available by the Company, the Customer may only access and use such systems and their related data including reports, materials, etc. for its own internal business purposes. The Customer is thus not entitled to either partially or fully (i) allow third parties access to and/or use these systems, (ii) redistribute, sell, transfer data, reports, materials, etc. from such systems to a third party, and/or (iii) commercially exploit data, reports, materials from such systems towards a third party.
11.3 License.
Intellectual property rights developed in connection with the delivery of a service belong to the Company. Subject to the Customer’s payment of all outstanding amounts, the Customer receives a perpetual, fee-free, non-transferable license to utilize all intellectual property rights that arise in connection with the Company’s performance of Services, for purposes within the Customer’s usual business area, or as separately agreed between the parties. The Customer hereby grants the Company a limited, non-exclusive, non-transferable, time-limited, fully paid, royalty-free license to use the Customer’s intellectual property rights that the Customer makes available to the Company, to the extent necessary for the Company’s delivery of the Services.
11.4 Third Party Rights.
Separate terms may apply to the Customer’s use of the Services to the extent that the intellectual property rights to the Services belong to a third party, including but not limited to suppliers of standard software or hardware. To the extent that the above applies, the Customer is granted only the right to use such services according to the terms and conditions set by the third party.
11.5 Infringement.
The Company is not liable for delivered Services’ infringement of third party’s intellectual property rights unless the infringement is intentional. To the extent that the Company may be faced with a claim of delivered Services’ infringement of a third party’s intellectual property rights, the Customer shall indemnify the Company unless the infringement is intentional.

12. Confidentiality
    12.1 Disclosure and Use.
    The Customer may not disclose, use, or enable others to use the Company’s trade secrets or other information of any kind that is not publicly available.
    12.2 Protection.
    The Customer may not improperly acquire or attempt to acquire knowledge of or access to the Company’s confidential information as described in sec. 12.1. The Customer must handle and store the information properly to prevent it from accidentally becoming known to others.
    12.3 Duration.
    The parties’ obligations under sec. 12.1-12.2 apply during the parties’ cooperation and without limitation after the cooperation’s termination regardless of the reason for the termination.
13. Personal Data
    13.1 Privacy Policy.
    The Company is in no case considered, unless otherwise agreed, as the data controller, and the customer is always bound by the Company’s data processor agreement, if one has been entered into. The customer is always bound by the Company’s privacy policy. To the extent that the company detects a personal data breach, the Company immediately notifies the customer about it.
14. Governing Law and Jurisdiction
    14.1 Governing Law.
    The parties’ cooperation is in all respects subject to Danish law.
    14.2 Jurisdiction.
    Any dispute that may arise in connection with the parties’ cooperation is first attempted to be resolved by the respective Parties in collaboration, if it fails to reach an agreement, the dispute shall be settled by the District Court of Skanderborg.