Terms of Business

1. Scope
1.1. These terms of business shall apply to all services provided by IPW Systems A/S (herein after called the Supplier) to the Customer unless specifically derogated from by other written agreement.
1.2. The Customer’s purchasing terms shall not apply to the contractual relationship unless the Supplier has accepted these in writing.
1.3. If the Supplier and Customer have entered a separate agreement, such as e.g. a cooperation agreement or a Scope of Work (SoW) these terms shall apply. Should there be discrepancies between these terms and the specific agreement, the specific agreement take precedence over these terms.
1.4. The Customer authorize either the person responsible for the solution or other relevant contact person to act with binding effect on behalf of the Customer, including placing orders, enter specific agreements or make deviations from the contractual framework.

2. Services
2.1. The Supplier shall deliver the services as defined by the order confirmation or the signed offer to the Customer pursuant to these Terms, however delivery shall always be subject to the Customer’s payment of all fees, charges, costs and other expenses when due.
2.2. The Supplier shall only be liable for own services and thereby not liable for other services including tasks and obligations for which the supplier has not expressly accepted responsibility by written agreement between the Supplier and the Customer. The Supplier shall be liable for own sub-suppliers to the same extent as for own matters pursuant to these Terms.
2.3. The Customer shall be liable for ensuring that the services are sufficient to fulfil the Customer’s needs, demand, and expectations. If the Customer wish the development of programme code documented, this must be specified in the agreement. The Customer shall be responsible for security copies of the existing data, so that the data may be reconstructed in the event of breakdown, unless otherwise expressly agreed or the Supplier is hosting the Customer’s data.
2.4. The Customer shall be entitled to move the system to other premises. If such move means changed conditions for the supplier’s performance of maintenance, the Supplier may demand the agreement terms changed.

3. Delivery
3.1. Delivery is deemed to be concluded when the system has been tested and approved by the Customer or if the Customer has put the system to use. In any circumstances, delivery is deemed to be concluded when the Supplier informs the Customer that the agreed services has been made available for the Customer.
3.2. All delivery times are approximate and non-binding, unless otherwise expressly stated and confirmed by the Supplier in writing.

4. Prices, payment, and retention of title
4.1. All prices shall be in DKK and are excl. VAT, duties, tax, and transport. There will be an extra charge for agreed work outside the normal work hours. Normal work hours are defined as Monday – Thursday between 7:00 and 17:00 and Friday between 7:00 and 16:00, except for national holidays, between 24 December and 1 January – both days included and the day after the Ascension. A normal workday is 7.5 hours.
4.2. All prices stated by the Supplier are estimates only and non-binding for the Supplier.
4.3. The total contract price until the delivery date is state in the Supplier’s offer. Subsequent changes of functions, supplements or other changes shall be settled separately.
4.4. Unless otherwise specifically agreed, invoicing shall be according to time spend and invoices issued at the end of each month. Payment shall fall due after 14 calendar days. Any objections against the invoice shall be made to the Supplier within 10 calendar days after the invoice date. The invoice will otherwise be regarded as approved by the customer.
If the Parties have agreed to a payment plan, payments shall fall due according to said plan.
4.5 Subscriptions are invoiced 3 months in advance and are non refundable when subscriptions are terminated within the subscription term.
4.6. On late payments default interest will be added with the highest interest pursuant to current legislation.
4.7. The Supplier shall retain ownership of the goods in each and every aspect. The Customer will obtain right of use only after payment of the price in full and all other costs regarding the purchase.
4.8. The Supplier’s prices will be price-regulated each year on January 1 based on the net price index of November in the previous year. This includes hourly rates, product prices, subscriptions, hotline, hosting and service agreements.
4.9. The Supplier reserves the right to make extraordinary price regulations. Submitted offers are only valid for 3 months.

5. Customer obligations
5.1. The Customer shall make available everything needed for the Supplier when implementing and adjusting the system.

6. Duty of inspection
6.1. The Customer shall inspect, and test all delivered services as soon as possible after delivery and either approve such deliveries in writing or notify the Supplier that the Customer does not approve the service(es) delivered. If the Customer does not provide a written justification for the objection to the Supplier within 10 calendar days after delivery, the delivery shall be regarded as approved by the Customer.
6.2. Putting the services into use, including any parts of the services, shall be regarded as the Customer’s approval of the services, including any partial services, as per the day the Customer puts the service or partial service into use.

7. Nonconformity and remedies
7.1. If, within one (1) year from the delivery date (“Warranty Period”), the Customer discovers a defect, which could not immediately have been discovered when putting the service to use and testing, see clause 6.1 above, the Customer shall notify the Supplier in writing of the claim immediately after discovering the defect. After the end of the Warranty Period the Customer shall not be able to make any claims regarding defects, damages or any warranty claims or other remedies.
7.2. If the Customer has notified the Supplier of any nonconformity, and these turns out not to constitute defects for which the Supplier is liable, the Customer shall compensate the Supplier for the time used and any other costs incurred in connection with the Supplier’s work.
7.3. If there is a delay or nonconformity for which the Supplier is liable and the Customer has notified the Supplier in due time, see. clause 6.1 and 7.1, the Supplier shall be entitled to by choice (i) remedy, (ii) replacement delivery, (iii) give a proportionate reduction and/or pay a reasonable compensation to the Customer.
7.4. If the Customer allows a third party to remedy or make replacement delivery without the Suppliers written consent, all the Customer’s remedies for nonconformance shall lapse.

8. Liability and limitation of liability
8.1. The Parties shall be liable pursuant to the ordinary provisions of the Danish Law with the limitations and exclusions of liability provided by of these Terms.
8.2. No Party shall be entitled to claim compensation for indirect or consequential loss. Loss of business opportunity, loss of profit, loss of goodwill, loss of data, including loss in connection with the recreation of data, loss of interest and penalties paid by/to third parties shall always be regarded as indirect loss/consequential loss.
8.3. The Supplier’s total liability for claims under an agreement, including damages, penalties and /or repayment of fees shall be limited to an amount corresponding to the total fee paid by the Customer over the resent six (6) months for the services regarding which the Customer’s claim relate to. However, this does not apply to consultancy fees, see clause 15.4.
8.4. The limitation of liability mentioned under clauses 8.2 and 8.3 shall not apply if the loss is caused by gross negligence or intent.
8.5. The Supplier shall not be liable for defects, delays, non-fulfilment of obligations or other matters pursuant to agreements between the Supplier and the Customer, if these are fully or partly caused by (i) the Customer’s gross negligence of breach of these Terms and/or the parties other agreements, (ii) the Customer’s other suppliers or other third party connected to the Customer (iii) the Customer’s use for other purposes than the intended, (iv) viruses, hacking, trojan horses, spyware, interference with technical protection measures from sources other than the Supplier, (v) unforeseen events for which the Customer bear the risk, and (vi) loss covered by an insurance taken out by the Customer or for the benefit of the Customer.
8.6. If the services cover software, hardware and/or other equipment developed, manufactured and/or procured from a third party, the limitation of liability and exclusion of liabilities stipulated by said third party shall apply to such services. Such limitations or exclusions of liability shall apply in addition to the limitations and exclusions of liability pursuant to these Terms.

9. Force majeure
9.1. In case of force majeure, a party shall be released from his obligations for as long as the force majeure situation exists. Force majeure exists if compliance with the contractual obligations become significantly more onerous due to matters that may neither be controlled nor avoided by said party. This includes but is not limited to disruption of ordinary traffic and communication, breakdown of or error in the power supply, delivery problems for sub-suppliers, long-term illness with key employees, viruses, hacker attacks etc. unless it is established that seller ought reasonably to have anticipated this at the time of making the contract. Force majeure may only be claimed if the party affected by the force majeure notify the other party in writing no less than 10 days after the commencement of the force majeure.
9.2. The party that is not affected by the force majeure shall be entitled to cancel the agreement, if the agreed date of completion is exceeded with more than 60 workdays due to the force majeure. In the event of such cancellation both parties shall return everything received by the other party as soon as possible, after which there will be no more claims between the parties.

10. Product liability
10.1. In the relationship between the Parties the Supplier disclaims any liability for business property damages which could be connected to the Supplier’s services.
10.2. If a third Party makes claims against the Supplier for loss occurred in connection with product liability, the Supplier shall reserve the right to have such claim and any costs related hereto fully covered by the Customer to the extent that the damage is not due error or neglect committed by the Supplier.

11. Intellectual property
11.1. All intellectual property regarding the services shall solely belong to the Supplier, its sub suppliers or third parties.
11.2. Subject to the Customer’s final and effective payment of all fees, costs and expenses, the Customer shall acquire a non-exclusive and non-transferable right of use for the delivered system with the limitations mentioned below.
11.3. The Supplier’s software is not subject to license per user and may therefore be used by all the Customer’s employees as defined by the Customer’s VAT-id/ Licenses to use by associated companies may be acquired. This does not apply to solutions set up as IPW Small Business.
11.4. Separate terms apply to the Customer’s use of the services to the extend these intellectual property rights and/or title to the services belong to a third party (e.g. third party software and /or hardware) or is software owned by the Supplier, for which the Supplier has stipulated or will stipulate separate terms. In such cases the Customer shall only acquire the right to use such services in accordance with the separate terms stipulated by third party or the Supplier, including license terms for software owned by third party or the Supplier.
11.5. The Supplier is entitled to exploit any general knowledge, including information technology, ideas, concepts, knowhow, or techniques, which the Supplier gain in connection with supplying the services. The Supplier is therefore in relation to third parties entitled to produce, deliver, or negotiate identical or similar services.
11.6. The Customer shall, in all cases, maintain title to own data. This also applies when the Customer purchase hosting from the Supplier and when the Customer place data in the Supplier’s services.

12. Confidentiality
12.1. The Supplier and the Customer, their staff and sub suppliers shall observe unconditional confidentiality with respect to information regarding the other party’s business, of which they become aware in connection with performing the obligations under this Agreement.
12.2. The Agreement with annexes is confidential material, thus documents and files which the Parties hand over to each other shall be kept in an adequate manner and may not be shown or transferred to a third party without prior written agreement.

13. Choice of law and venue
13.1. All disputes between the Supplier and the Customer which may not be settled amicable, shall be settled according to Danish law by the District Court in Kolding.

14. Updating
14.1. The Supplier’s delivery of operational services and support are governed by an agreement which covers updating and servicing the Supplier’s installation, called the service agreement. The scope of the service agreement is not extended to Customer’s servers, applications, and user queries for the solution.
14.2. The obligations under the service agreement shall only be obligation of means, unless otherwise specifically agreed.
14.3. The service agreement is mandatory for the continued operations of the system. The service agreement shall apply to a calendar year and will be invoiced in January. The service agreement may only be terminated in connection with phasing out the system and with a three (3) months’ notice to 1 January of the calendar year. On expiry of the service agreement new registrations may not be made in the system.
14.4. The Customer shall be responsible for the operations and maintenance of own servers and network components together with backup of data unless data is hosted by the Supplier. The Customer shall also be responsible for ensuring that technical requirements are compatible with the Customer’s IT-environment. The technical specifications are found here.
14.5. The service agreement’s price is 20% of the total value of the system (system price). Any addons and custom development will be added to the system price and will increase all future service agreement invoices with 20% of the cost of the additions. The service agreement will be price-regulated each year in January.
14.6 In subscription agreements the service agreement is included in the ongoing payment and cancellation will follow the terms for cancellation of the subscription. Custom development will increase the yearly subscription with an amount of 20% of the cost of the custom development. The increase will be added the subscription agreement from January 1 after delivery. The subscription agreement will be price-regulated each year in January.

15. Support
15.1. The Supplier shall make available suitable support services for the Customer. Support covers assistance with the ordinary, usage of the Supplier’s standard solutions and customer specific solutions. Support shall not cover assistance with production, change or understanding of notifications, setting up forms or the source code behind the solutions, or any systems developed by the Customer and assistance with development of systems.
15.2. The Supplier provides support based on the best knowledge at the time of providing the support. Guidance are provided based on the information presented by the Customer to the Supplier.
15.3. Support services shall be invoiced based on current hourly rates unless otherwise specifically agreed between the Supplier and the Customer.
15.4. The Supplier’s liability for the consultancy/support provided shall be limited to the fees paid by the Customer to the Supplier for said service, see clauses 8.2 and 8.3 regarding limitation of liability.

16. User hotline
16.1. The Supplier may, per agreement and subject to payment, provide a user hotline for the Customer.
16.2. The User hotline covers assistance with the ordinary, usage of the Supplier’s standard software. The hotline shall not cover assistance with production, change or understanding of notifications, setting up forms or the source code behind the solution. Furthermore, the hotline shall not be used for any systems developed by the Customer or hotline/support regarding development or in connection with user specific configurations.
16.3. The user hotline is only available for the Customer’s superusers.
16.4. If the Customer has not subscribed for the hotline or has expired, any support shall be invoiced based on the hourly rate and according to the time spend, however no less than 30 minutes.
16.5. The user hotline can be reordered according to need, e.g. in connection with staff changes.
16.6 In subscription agreements, except IPW Small Business, the user hotline is included in the ongoing payment.

17. Support sessions
17.1. The Supplier offers a system where the Customer can purchase a specific number of support sessions. Such support sessions may be used for all services usually invoiced on hourly basis, such as support, project meetings, project management, and other small development assignments.

17.2. Unless otherwise specifically agreed the support, sessions may not be used for training sessions or other events with a fixed price. However, per agreement the support sessions may be used for IPW’s annual customer seminar and customer specific work and training days.

17.3. Vouchers are valid for 24 months starting from the time of purchase.

18. Hosting
18.1. The Supplier offer hosting of the Customer’s data.
18.2. Hosting shall be purchased for a period of 12 months at a time and paid annually in advance before the agreed commencement of operation.
18.3. The hosting agreement shall automatically be renewed each year and may be terminated with a three months’ notice to be terminated at the following date of commencement of operations.
18.4. If the Supplier is hosting the Customer’s data, the Customer shall be responsible for transferring the data out of the Supplier’s hosting environment before the expiry of the agreement. If, in connection with the termination of the agreement, the Customer requires specific assistance, for example in connection with transferring to a new supplier, this assistance shall be invoiced as per time spend.
18.5 Cancellation of hosting agreements purchased in combination with subscription agreements will follow the terms for cancellation of the subscription.

19. Data protection
19.1. When the Supplier process personal data on behalf of the Customer, for example by hosting a software solution, the Supplier will be data processor for said processing and the Customer will be data controller. The Supplier shall only process the Customer’s personal data as per specific instruction. The Customer shall be responsible for providing a legal instruction and the basis for processing of personal data for the personal data the Supplier is processing on behalf of the Customer.
19.2. The Supplier and its sub suppliers shall be entitled to process personal data regarding contact persons with the Customer, including name, and contact details. The Supplier’s purpose with processing this data is to be able to comply with the obligations towards the Customer. This is among others administration of customer relations, payment transactions and training.
19.3. The Supplier shall use suitable technical and organizational security measures to protect the Customer’s personal data. The Supplier and its sup suppliers shall ensure that the Customer’s personal data is kept confidential. The Supplier shall store the Customer’s personal data until three years after the termination of the contractual relationship.
19.4. The Supplier’s processing of personal date on behalf of the Customer is regulated separately by a Data Processing Agreement.
19.5. Reference is made to the Personal data policy in force at any time which are available via the Supplier’s website.

20. Version
20.1. The latest version of these Terms of Business is dated March 2022.