Version Aug 2026
1 Introduction
1.1 These general terms and conditions (“General Terms”) apply to the delivery of all products, deliverables and services (“Services”). A Service may be subject to additional specific terms and conditions (“Service Terms”). The General Terms and the Service Terms form an integrated part of the Agreement (as defined below). The provisions of the Service Terms prevail in the event of conflict with the provisions of the General Terms.
1.2 Supplier may adjust and amend the General Terms and any Service Terms. Supplier will use reasonable efforts to provide prior notice of such changes, however always with a minimum of 30 days’ prior notice. If Customer cannot accept Supplier’s changes, Customer may terminate the Agreement by giving written notice at any time before the changes take effect. Customer’s continued use of a Service after the changes have taken effect is deemed acceptance of the changes.
1.3 “Agreement” means any agreement for the delivery of Services between customer (“Customer”) and supplier (“Supplier”) set out in the Agreement, regardless of the medium and method of entering into the Agreement and whether signed, confirmed by e-mail or otherwise legally formed.
1.4 Unless explicitly subject to other terms and conditions, the General Terms and applicable Service Terms apply to Services provided by Supplier prior to entering into the Agreement as well as additional services derived from or otherwise related to the Services.
2 Agreement by Orders
2.1 The Services may be agreed pursuant to a separate order, service agreement, work order, statement of work, e-mail or otherwise agreed to be separate Services (an “Order”). The provisions of an Order prevail in the event of conflict with the provisions of the Agreement, the General Terms or the Service Terms.
2.2 Each Order constitutes an individual agreement separate from other Orders and the Agreement. In the context of the Services provided under an Order, all references to “Agreement” in the General Terms and Service Terms is deemed a reference to the individual Order.
2.3 No cross effects apply between any Orders nor in relation to the Agreement. Accordingly, breach, defects, delay, termination for any reason etc. relevant to Services under one Order does not affect any other Order or the Agreement. Limitations of liability applies to and are calculated for each Order as well as the Agreement separately. Termination (for any reason) of the Agreement does not affect an Order and vice versa. In the event of termination of the Agreement, Supplier must thus continue to provide the Services according to an already agreed Order, unless that Order is also terminated.
3 The Services
3.1 The Services are specified in the Agreement which contains the exhaustive specification of the Services and the requirements in relation hereto, including scope, quantity, and quality as well as any specific expectations hereto.
3.2 Information provided by Supplier in brochures, catalogues, price lists, advertisements, previous quotations, on webpages or verbally, as well as any terms or conditions in any purchase terms or such similar document provided by Customer, does not apply to the Services, unless repeated in the Agreement.
3.3 The Services include project management, documentation, support, training, and maintenance only to the extent set out in the Agreement.
3.4 The Services must be provided in accordance with recognised and generally accepted good practice within Supplier’s industry.
3.5 Within the framework of the Agreement and the specifications therein, Supplier decides on how to structure and provide the Services, including methods, design, and functionality.
4 Time Schedule and Delivery
4.1 The Services are delivered in accordance with the time schedule set out in the Agreement.
4.2 Unless otherwise agreed, delivery takes place for each part of the Services no later than the time when the Service is made available to Customer for commercial use. The risk of the Services passes to Customer at the time of delivery.
5 Changes
5.1 Changes to the Agreement, including the Services, must be in writing (e.g. digitally or via a platform provided by Supplier) and are subject to agreement by the Parties.
5.2 Reasonable time and materials spent by Supplier, at the request of Customer, in the preparation of changes are payable by Customer.
5.3 To the extent changes in laws, regulations and Customer policies impact the delivery of the Services, the impact on the Services is handled as a change.
6 Use of Sub-Suppliers
6.1 Supplier may use and replace sub-suppliers in the performance of the Services.
6.2 Supplier is directly responsible for the Services performed by a sub-supplier as if the Services were provided by Supplier itself.
7 Third Party Services
7.1 The Services may include services from a third party, typically in the form of standardised services or products such as operating environments, hosting, online services, platforms, software, hardware, data, documentation, or other such services (“Third Party Services”).
7.2 Third Party Services are subject to the third party’s applicable service terms/licence terms. All provisions of third party’s terms, including rights of use and limitations of liability, take precedence over the Agreement, and are deemed accepted by Customer as part of Customer’s acceptance of an agreement for Services, which include Third Party Services.
7.3 Notwithstanding anything to the contrary, Supplier assumes no liability of any kind for any Third Party Services, including concerning availability, functionality, updates, modifications or defects; Third Party Services are delivered strictly “as is”. Supplier’s sole responsibility is to forward any defect report received by Customer to the third party or distributor hereof.
7.4 For the avoidance of doubt, the third party providing the Third Party Services is not considered a sub-supplier.
7.5 Supplier may at any time replace suppliers of Third Party Services, provided that such replacement does not have a material adverse effect on the Services as a whole.
7.6 This clause 7 applies to any third party service, whether integrated in the Services or made available to Customer as a standalone Service, etc.
8 Prices and Payment
8.1 The Services will be delivered against payment as set out in the Agreement. For any Services for which payment is not set out in the Agreement, the Services will be provided against payment on a time and material basis in accordance with the actual number of hours and materials spent in the delivery hereof and in accordance with Supplier’s price list in force at any time.
8.2 Supplier may invoice Customer in advance for any recurring Services as well as Services subject to a fixed fee. All other Services will be invoiced monthly in arrears.
8.3 The terms of payment are 30 days from the date of invoice.
8.4 All prices are stated and will be charged in DKK exclusive of VAT and other taxes/duties.
8.5 Each party is responsible for its own compliance with applicable law and regulations concerning VAT and other taxes/duties.
8.6 Interest on overdue payments accrue in accordance with applicable law.
8.7 Supplier may adjust the agreed charges annually. The adjustment cannot exceed the highest of (a) the annual increase in the Danish Net Price Index per 1 January, or (b) 5 %.
8.8 Changes due to external circumstances, including in relation to currency rates, utilities, charges for insurance and carriage, change in prices for third party services etc. permits Supplier to further adjust its charges by the net impact of the changes without prior notice.
8.9 Customer is not entitled to withhold payment for any delivered or non-disputed part of the Services.
9 Breach and Remedies
9.1 General
9.1.1 The rights and remedies under applicable law are available to each party except as otherwise limited, including in the Agreement.
9.1.2 Supplier’s liability for breach, including for defects and delay, expires no later than three months after the time of delivery of the Services in question.
9.2 Defects
9.2.1 A Service is defective if it does not substantially meet the specifications set out in the Agreement it being understood that IT services are never completely free from errors, defects, or interruptions.
9.3 Delay
9.3.1 A Service is delayed if the time of delivery occurs after the agreed delivery date for that Service.
9.3.2 Each party must give written notice of any actual or anticipated delay and loyally attempt to limit the adverse effects of the delay.
9.3.3 If a party is prevented from performing its obligations due to circumstances attributable to the other party, that party may postpone any affected deadline by the duration of the delay.
9.3.4 If a delay is caused mainly by circumstances attributable to Customer, affected payments are invoiced in accordance with the Agreement, regardless of whether the Services, phases, milestones, tests, etc. triggering the payment have been delayed.
9.3.5 Supplier may withhold or suspend any Service if payment covering the Service is delayed.
9.4 Corrective Measures
9.4.1 When a party is notified of its breach, or itself becomes aware hereof, the party is entitled and obligated to remedy the breach without undue delay. Specific service levels may be agreed in the Agreement.
9.5 Compensation
9.5.1 To the extent a party fails to remedy a breach, the non-breaching party may claim damages in accordance with the Agreement.
9.6 Limitation of Liability
9.6.1 A party is not liable for any indirect, or consequential damages, including Customer’s lost profits or revenues, anticipated revenues, operating loss, loss of goodwill, business interruption, diminished business value or loss of data. However, cover purchases, Supplier’s lost profits or revenues under the Agreement, increased resource spend by Supplier or payment for surplus resources which cannot be reallocated, are deemed a direct loss.
9.6.2 Each party’s aggregate liability in respect of all matters arising out of or in connection with the Agreement during any 12 months period, whether based on contract, indemnity, statute, equity, art. 82 of the General Data Protection Regulation or otherwise, is limited to an amount corresponding to 100 % of the payments received by Supplier under the Agreement for the same period.
9.6.3 The limitations of liability in these Terms and in the agreement apply to claims between Customer and Supplier as a result of claims from data subjects. Customers claims against Supplier cannot exceed the amount in the limitation of liability, and Customer must indemnify Supplier for any claims from data subjects against Supplier exceeding such amount.
9.6.4 The limitations of liability do not limit a party’s liability in relation to:
- a) payment of any due invoices;
- b) losses that may not be excluded or limited according to applicable law which cannot be waived;
- c) product liability in relation to death or bodily harm;
- d) third party claims due to infringement of third party’s intellectual property rights;
- e) breach of confidentiality undertakings set out in the Agreement; and
- f) gross negligence, wilful misconduct or fraud.
10 Intellectual Property Rights
10.1 Subject to any third party rights, Supplier is the owner and author of all intellectual property rights in and to the Services (including any intellectual property rights created jointly with Customer) and the results thereof.
10.2 Upon payment for the Services, Supplier grants Customer a perpetual, transferable, non-exclusive, licence to the Services, and the results thereof, created specifically for Customer, including documentation, data, customizations, integrations, and custom software. The licence is unlimited in all respects, including in relation to time, territory, configuration, form, design, method and medium. The licence includes any and all rights available to the owner and author, known or unknown, including the right to use, alter, develop, maintain, sublicence, distribute and assign the Services and results in any configuration, form, design, method and medium in Customer’s sole discretion.
10.3 Notwithstanding anything to the contrary, to the extent specific licence terms and conditions apply to specific Services, the specific licence terms and conditions will govern the licence granted to Customer in lieu of the beforementioned clauses.
11 Infringement of Third Party’s Rights
11.1 Notwithstanding generally applicable limitations of liability, a party (“Defending Party”) must defend, indemnify and hold harmless the other party (“Affected Party”) pursuant to this clause for any claims submitted, and finally awarded to, a third party that the Service infringes the third party’s intellectual property rights.
11.2 Indemnification is conditional upon the Affected Party:
- a) promptly notifying the Defending Party of the claim, giving the Defending Party the option of taking over the defence hereof;
- b) giving the Defending Party any reasonably requested information and cooperation and sole authority to defend and settle the claim; and
- c) not making any statement which may prejudicially affect the chances of settlement or defence of the claim.
11.3 The Defending Party may at its sole discretion obtain a valid licence to the infringed intellectual property rights or bring an end to the infringement by modifying or replacing the Services with a solution with materially the same functionality as the one infringing the third party’s intellectual property rights.
11.4 Alternatively, the Defending Party may terminate the Agreement (or the part related to the infringing Services) with immediate effect against repayment of all payments for the terminated part of the Agreement received within 12 months from the notification of the infringement to the Defending Party, without the obligation to indemnify further loss or costs.
11.5 The Defending Party’s obligations do not apply if the claim or adverse final judgment is based on:
- a) the Affected Party’s non-compliance with the Agreement;
- b) the Affected Party’s integration of the Services etc. with a third-party product, data or business process including third-party add-ons or software; or
- c) use of the Services etc. for purposes other than as intended and/or contrary to any instructions on use.
11.6 This clause is the Affected Party’s sole and exclusive remedy in relation to infringement of third-party intellectual property rights.
11.7 Notwithstanding the foregoing, Customer will indemnify and defend Supplier from and against all third party claims arising from or in connection with Customer’s use of the Services or Customer’s data, or any use thereof, without regard to any limitations of liability.
12 Termination
12.1 Termination for Convenience
12.1.1 The term of the Agreement (and any licences and/or services granted hereunder) is set out in the Agreement.
12.2 Termination for Cause
12.2.1 Each party may terminate the Agreement immediately for cause:
- a) if the other party commits a material breach of the Agreement, and the material breach has not been remedied within 30 days of receipt of a written notice from the non-breaching party to do so;
- b) if the other party is responsible for a material breach of the Agreement which is not capable of remedy; or
- c) in the event of bankruptcy of the other party, subject to the right of the bankruptcy estate to enter the Agreement to the extent permitted under the Danish Insolvency Act or similar applicable law.
12.2.2 Customer’s failure to pay any outstanding amount (except for outstanding amounts disputed in good faith) is deemed a material breach.
12.3 Effects of Termination
12.3.1 Termination for any reason has effect for the future only (ex nunc).
12.3.2 Termination for any reason does not result in the repayment of any payments made.
12.3.3 Should termination occur before the end of a subscription term, the agreed expiry date of the Agreement or expiry of a non-termination period, the early termination fees set out in the Agreement will apply and immediately become due and payable. If no early termination fee is set out in the Agreement, the early termination fee constitutes the payments Customer would have had to pay for the period from termination until the end of then-current subscription term, the agreed expiry date of the Agreement or expiry of a non-termination period (as applicable). This clause does not apply if (i) Customer rightfully terminates the Agreement for cause, or (ii) Supplier terminates the Agreement for convenience.
13 Force Majeure
13.1 No party is in breach of any obligation to the extent and for the duration prevented from performing the obligation due to a force majeure event.
13.2 Force majeure events include acts of God, war, mobilization, breakdown of telecommunication/Customer’s infrastructure that are not provided by Supplier, external security events (e.g. hacker attacks, attack by computer viruses or other third-party destructive behaviour) and similar conditions (if the event is not the result of Supplier’s breach, including non-compliance with agreed security requirements under the Agreement), health and safety restrictions and recommendations issued by public authorities, pandemics, epidemics, natural disaster, strikes, lock-out, fire, damages to production plant, import and export regulations and other unforeseeable circumstances beyond the control of the party concerned.
14 Data and Security
14.1 Customer holds all rights to Customer’s own data, including intellectual property rights.
14.2 Customer is responsible for the accuracy and integrity of any data processed by Supplier when utilising the Services; and Customer’s transfer, migration and/or conversion of Customer’s data to or from the Services.
15 Customer’s Personal Data
15.1 If Supplier undertakes to process personal data on behalf of Customer (as a data processor), the Parties must enter into a separate data processor agreement based on Supplier’s standard. The provisions of the data processor agreement prevail in the event of conflict with the provisions of the Agreement, the General Terms, or the Service Terms.
16 Confidentiality
16.1 Each party must observe complete confidentiality regarding any information and documentation etc. about the other party in every respect as obtained in relation to the Agreement and the Services. This clause applies regardless of termination of the Agreement for any reason.
16.2 Each party may disclose confidential information to its representatives, including legal advisors, consultants etc. if the disclosure is necessary for legal advisors, consultants etc. to perform their roles or professional functionality in relation to the Agreement or the Services. A party may further disclose confidential information to the extent that it is required to do so by mandatory law or regulation, or by an enforceable order of a court or public authority acting within the scope of its powers.
16.3 The confidentiality obligations do not cover:
- a) information known or which becomes known to the receiving party without obligation of confidentiality;
- b) information which is independently developed by the receiving party;
- c) information which is known to the general public.
16.4 Personal information subject to privacy laws is not per se confidential information.
17 Assignment
17.1 The Parties may only assign rights and obligations pursuant to the Agreement to a third party with the other party’s prior written approval which must not be unreasonably withheld or delayed.
17.2 Notwithstanding anything to the contrary, Supplier may at its sole discretion, assign, novate or transfer the Agreement, in whole or in part, to (a) an affiliate of Supplier or (b) to any third party if done so as part of a divestment in whole or in part of one or more of its business units etc.
18 Governing Law and Disputes
18.1 The Agreement is governed by and construed in accordance with Danish law, except for (a) any rules leading to the application of other legislation than Danish and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).
18.2 Any dispute and claim arising from or in relation to the Agreement must be settled by a competent court at Supplier’s venue.
Service Terms and Conditions — Professional Services
1 Introduction
1.1 These Service Terms constitute an integral part of the Agreement and apply to Services in the form of delivery of professional services, including services within consulting, training, integration, applications development, project management, implementation, scripting, data transfer and documentation as well as the results and deliveries provided as a part thereof.
2 The Services
2.1 Unless expressly set out in the Agreement, all Services are provided as professional performance services meaning that Supplier provides a work effort but does not warrant a specific functionality or result (in Danish: “Indsatsforpligtelse”).
2.2 Supplier may fulfil any specification through the provision of standard functionality.
3 Time Schedule and Delivery
3.1 Supplier will use commercially reasonable efforts to perform the Services in accordance with any time schedule set out in the Agreement. Any time schedule in the Agreement is intended for planning and estimating purposes only and is not intended as a “time of the essence” provision.
3.2 Unless a specific acceptance testing-, or delivery process is set out in the Agreement, time of delivery will occur continuously as Supplier performs the Services.
3.3 If a specific acceptance testing- or a delivery process is set out in the Agreement, the time of delivery will occur at the earliest of either (a) when the acceptance testing, or specific delivery process, has been approved/completed or (b) when Customer starts using the Services or puts the Services into production use.
3.4 If a party’s postponement of a deadline entails additional costs for the non-postponing party, including reasonable costs associated with the re-allocation of the Services, the postponing part must compensate the non-postponing party for such costs.
4 Testing and Approval
4.1 Formalised testing, such as an acceptance test, will be performed to the extent set out in the Agreement and in accordance with the time schedule set out therein.
4.2 Customer must provide “dummy data” for testing the Services; no live data or personal data are used for this purpose.
4.3 Customer must prepare and conduct the acceptance test.
4.4 The purpose of the acceptance test is to determine if the Services meet the specifications in the Agreement.
4.5 The acceptance test must be carried out in accordance with the test plan and the scope of the acceptance test as set out in the Agreement. If the Agreement does not state any specific test plan or scope, the test plan or scope must be mutually agreed between the Parties prior starting the acceptance test.
4.6 The test plan and scope of the acceptance test must be defined using a risk-based approach, by which only material aspects of the Services and specifications are tested.
4.7 Approval is based on the agreed test plan and scope only; any testing outside hereof, e.g., testing outside of the agreed scripts or user cases, does not impact the approval of the acceptance test.
4.8 Customer must during the acceptance test report and classify all non-conformities without delay and provide documentation for such non-conformities.
4.9 The acceptance test is deemed approved unless Customer in writing rejects the approval of the acceptance test and provides documentation for the basis hereof within 10 working days after completion of the acceptance test.
4.10 Customer may only reject approval of the acceptance test if reproducible non-conformities are documented, deviate from the agreed specifications, and materially prevents Customer from putting the Services into commercial operation.
4.11 If the acceptance test is rejected in accordance with the Agreement, Supplier may remedy the defects preventing acceptance and submit the Services for renewed acceptance testing until the acceptance test is approved or the Agreement terminated.
5 Personnel
5.1 Supplier must use qualified resources for the performance of the Services.
5.2 The Parties must seek to ensure continuity in the resources used. However, if necessary, the Parties may replace resources, including named resources allocated to the Agreement, with other corresponding resources.
5.3 A party must notify the other party if a named resource is no longer available. In such case, the party must provide a replacement resource of equivalent capability.
6 Prices and Payment
6.1 Time and Material
6.1.1 Services delivered under the price model time and material are invoiced based on the actual number of hours and materials spent in delivering the Services. To the extent hourly rates are set out in the Agreement, they are used in the calculation.
6.1.2 Only actual and effective time spent may be invoiced excluding e.g., lunch breaks, longer breaks, social events, internal training.
6.1.3 Travel time is invoiced with 100 % of the applicable rate.
6.1.4 Supplier must provide a price estimate if requested by Customer. If there is a risk or potential risk that an estimate may or will be exceeded, Supplier must notify Customer without undue delay. The Parties must in good faith agree on the necessary adjustments. If an estimate is exceeded, Supplier may continue to provide the Services against payment of the charges exceeding the fee estimate unless a change has been agreed.
6.1.5 Supplier must keep account of the time spent, specifying in each instance the relevant resource and the extent and nature of the work performed.
6.2 Fixed Fee
6.2.1 Services delivered under the price model fixed fee are invoiced according to the agreed fixed fee regardless of time and material spent.
6.3 Other Expenses
6.3.1 Supplier delivers the Services within normal business hours, 8-16, on Monday to Friday, excluding public holidays in Supplier’s jurisdiction. If Customer specifically instructs Supplier to deliver the Services outside of normal business hours, Supplier may charge Customer an overtime premium per hours of 50 % regardless of the price model.
6.3.2 Costs, expenses, and outlays (e.g., food and accommodation expenses) are invoiced in addition to the charges for the Services regardless of the price model. Extraordinary expenses must be approved by Customer in advance.
6.3.3 Mileage is invoiced in addition to the charges for the Services regardless of the price model and is calculated in accordance with the prevailing official tax mileage reimbursement rate per kilometer driven (in Danish: ‘Statens takster for kilometergodtgørelse’). Mileage does not include bridge toll or tickets to public transportation which are invoiced separately as expenses. Supplier must reasonably reduce transport costs.
Service Terms and Conditions — Hosting Services
1 Introduction
1.1 These Service Terms constitute an integral part of the Agreement and apply to Services in the form of hosting services such as hosting of Customer’s platforms and infrastructure but excluding software-as-a-service.
1.2 Any access to and use of the may be subject to and governed by additional terms and conditions, including an acceptable user policy. The additional terms may be included in the Agreement or be provided by third party delivering the Services.
2 The Services
2.1 Supplier will use commercially reasonable efforts to make the Services set out in the Agreement available at all times except for planned downtime and any unavailability caused by external events.
2.2 However, and notwithstanding anything to the contrary, the Services are provided “as is” without any warranty of any kind. Supplier will use commercially reasonable efforts to correct any incidents, but expressly disclaims any legal obligations to do so.
2.3 Supplier does not warrant any specific service levels for the performance of the Services, nor that the Services will be error-free or that the Services will be without interruptions.
2.4 To the extent reasonable possible, any planned downtime will be placed outside normal business hours, e.g., at night or in the weekends.
2.5 For the avoidance of doubt, the Services do not comprise any software, applications, installation etc. provided, leased, licensed or owned by Customer, incl. any applications installed by Suppler on the request of Customer; Supplier have no responsibility for such of any kind.
3 Time Schedule and Delivery
3.1 The Services will be delivered from the agreed time of delivery.
3.2 If a transition period or project has been agreed to facilitate the takeover of any activities, software, hardware etc. or other preparatory work enabling Supplier to provide the Services from the agreed time of delivery, Supplier will provide the transition services as separate Services and as set out in the Agreement.
3.3 The Services are provided as a recurring Service for the term (including any renewal term) set out in the Agreement. If the Services are provided on a renewal or subscription basis, Customer acknowledges that continued provision of the Services is conditional on Customer’s timely periodic payment of renewal or subscription charges set out in the Agreement.
4 Changes
4.1 The Services may at the sole discretion of Supplier be subject to changes from time to time, including by addition or removal of features provided that such replacement does not have a material adverse effect on the Services as a whole. The changes may occur without notice; however, Supplier will use reasonable efforts to notify Customer in advance.
4.2 If the Services are delivered using Supplier’s software or hardware, Supplier may replace or upgrade the software or hardware without Customer’s prior consent.
5 Restricted Access
5.1 If the provision of the Services or Customer’s use hereof at any time poses a risk of more than insignificant damage (of any kind) to Supplier or any other party, Supplier may block or restrict access to the Services in whole or in part. Supplier must inform Customer without undue delay if access to the Services is restricted.
6 Termination Assistance
6.1 Supplier must contribute to the transition of the Services from Supplier to Customer or a third party designated by Customer in a loyal and responsible manner pursuant to reasonable request from Customer.
6.2 The provision of termination assistance in relation to any third party is subject to the third party entering into a confidentiality agreement with Supplier on terms and conditions no less strict than those set out in the Agreement.
6.3 The provision of termination assistance may be requested to be provided from the date of notice of termination (for any reason) and up to three months following the effective date of the termination.
6.4 Termination assistance is delivered as separate services subject to agreement with Customer. Termination assistance is delivered against payment on a time and material basis in accordance with the actual number of hours and materials spent in delivering the termination assistance and calculated in accordance with Supplier’s generally applicable price list from time to time.