Terms and conditions
Standard terms and conditions for Skysolution ApS regarding delivery of IT operations, software development, use of software, consultancy, advice, other services and material.
The following conditions apply to all the services Skysolution develops and delivers, and apply until they are changed in writing by Skysolution ApS. Reservations are made for printing errors and the like.
The conditions apply unless otherwise agreed in writing between Skysolution ApS and the buyer. In the event of unclear wording in other documents, interpretation shall be based on these conditions. In the event of the possibility of different interpretations in the order confirmation, offer and delivery terms, the documents apply in the following order of priority:
- Order confirmation from Skysolution ApS
- Offers from Skysolution ApS
- Standard terms and conditions from Skysolution ApS
- Requirements specification etc. prepared by customer.
The buyer's own delivery and purchasing conditions do not entail any obligations for Skysolution ApS, unless Skysolution ApS has accepted them in writing. By placing an order, the buyer declares to be a trader.
1. Offer, acceptance and order confirmation
1.1 If a written offer is submitted, it is only binding on Skysolution ApS if it is accepted within 30 days from the date of Skysolution ApS's offer or within the shortest acceptance period that may be specified.
1.2 Skysolution ApS reserves the right to intermediate sales.
1.3 If Skysolution ApS order confirmation deviates from the buyer's order by addition, restriction or reservation, and the buyer will not accept these changes, he must notify Skysolution ApS within 8 days. Otherwise, only Skysolution ApS order confirmation applies.
1.4 Specific requirements from the buyer are only binding to the extent that they are confirmed in writing by Skysolution ApS.
2. Copyright, usage rights and property rights
2.1 Skysolution ApS warrants to the buyer that the delivered goods do not infringe third party patents or copyrights.
2.2 Skysolution ApS reserves the right of use and ownership of the delivered goods until all invoices regarding the delivery have been paid.
2.3 The buyer uses the delivered services/materials as it wishes and in the form it wishes, as long as this is done in the buyer's name.
2.4 The Buyer acquires full ownership of the delivered services and materials, however, the Buyer must at all times comply with applicable legislation and applicable licence rights related to the supplied standard software.
3. Buyer's postponement or cancellation of the order
3.1 For certain services, the buyer has the option to cancel an order or postpone the delivery time for certain services on special terms and against payment of work already performed (research, preparation, etc.), provided that a written agreement has been made in advance with Skysolution ApS.
3.2 If the buyer wishes to exercise the right of postponement, this must be done with a written notice of 14 days.
If the delivery of an order is postponed at the request of the customer, Skysolution ApS is entitled to determine proposals for new, alternative delivery dates, taking into account existing orders.
4 Prices
4.1 The prices quoted are exclusive of VAT and other possible taxes.
4.2 If Skysolution ApS costs are increased as a result of the buyer's circumstances, e.g. postponement/delay of projects that are solely due to the customer, Skysolution ApS can claim compensation for this.
The reimbursement is based on the extra hours spent on the performance of the assignment as a result of the assignment not being completed in a continuous, structured work process. The hourly rates for consultancy assistance applicable at any given time apply to the calculation of such compensation unless otherwise specifically agreed.
5. Payment
5.1 Skysolution ApS standard payment terms are net 8 days. For larger projects, a minimum of 1/3 of the total order amount is paid when the order is placed, and the project is initiated when this amount is paid.
5.2 If the buyer does not pay on time, interest will be charged from the date of the invoice. Interest is added according to the provisions of the Interest Act. In addition, Skysolution ApS may charge reminder fees, collection fees and other expenses related to the collection of the purchase price. The buyer's obligation to pay on time exists even if the buyer complains about defects or defects, alternatively the buyer must deposit the purchase price in the event that defects or defects are claimed. The buyer is in any case obliged to pay on time for the part of the delivery that is not affected by defects or deficiencies.
Missing.
5.3 Agreed discounts are only granted if payment is received on time.
5.4 The Buyer or its affiliated companies are not entitled to set off claims against Skysolution ApS' receivables. Skysolution ApS is thus entitled to effective payment.
6. Force Majeure
6.1 Skysolution ApS is entitled to cancel orders to the buyer or postpone their execution and is otherwise free from liability for any missing, defective or delayed delivery due in whole or in part to circumstances beyond the control of Skysolution, such as riots, unrest, war, fire, government regulations, strike, lockout, slow-down, lack of transport, shortage of goods, illness or delay in or defects in deliveries from subcontractors, accidents in production or testing, natural disasters or lack of energy supply. All of Buyer's remedies shall be suspended or cancelled in such cases. In the event of cancellation or deferred execution, the buyer can neither claim damages nor make any other claim against Skysolution ApS.
7. Liability and compensation
7.1 The following general conditions for liability and compensation apply to all clauses of these standard terms and conditions.
7.2 Upon delivery of websites and webshops, the customer is offered as standard to make an agreement on ongoing maintenance / update of the standard software against payment to Skysolution ApS. If this is deselected, it is the customer's responsibility to ensure that these updates are continuously made in order to minimise the risk of hacking etc.
7.3 Skysolution ApS is in no case that directly or indirectly refers to the delivered, its use or Skysolution ApS services in general, liable for indirect losses and consequential damages, such as operating losses, wasted costs, damage to person, property or other consequential damages, including loss or corruption of data. Skysolution ApS is thus never liable for operating loss, loss of profit or other indirect loss.
7.4 Skysolution ApS is under no circumstances liable for damages caused by the buyer's failure to fulfil his obligations. Skysolution ApS is also not liable for any indirect or consequential damage, including operating losses, lost savings or for any claim raised by third parties against the buyer, even if Skysolution ApS has been made aware of such damage, operating losses or claims.
7.5 If Skysolution ApS is obliged to pay compensation under Danish law, the compensation is limited to an amount corresponding to the costs of rectifying the defect in the delivered goods, and it may not exceed the agreed purchase price for the unit in question.
7.6 The above limitation on the amount of compensation shall apply regardless of how the claim is justified or formulated, and thus also applies to claims based on negligence or negligence.
7.7 The buyer cannot make Skysolution ApS responsible for uptimes and security regarding the operation of the developed. Skysolution ApS reserves the right to make repairs, perform maintenance or similar with downtime as a result, without the customer being able to make a claim. In such cases, Skysolution ApS endeavours to give advance notice of downtime via email or by phone (SMS).
8. Buyer's financial circumstances
8.1 If, in the opinion of Skysolution ApS, the buyer's financial situation is not satisfactory or if the buyer does not comply with payment terms regarding previous deliveries, Skysolution ApS is entitled to cancel unfulfilled orders, unless the buyer immediately, after being requested in writing, pays for all previously delivered goods and pre-pays orders not yet fulfilled.
8.2 If the buyer's financial circumstances can be equated with anticipated default, Skysolution ApS may claim compensation in accordance with the general rules of Danish law.
8.3 If the buyer enters into a suspension of payments, negotiates a composition or if a bankruptcy decree or similar is issued against the buyer, Skysolution ApS is entitled to terminate any agreement or suspend future deliveries without the buyer being able to make any claim against Skysolution ApS. If Skysolution ApS has undue receivables, these are due for payment immediately.
9. Partial invalidity
9.1 If one or more of the provisions of these standard terms and conditions are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.
10. Limitation of claims
10.1 No claim, regardless of its nature or grounds, arising in connection with deliveries based on these standard terms and conditions may be raised by either party more than 12 months after the cause of the claim has arisen or - in case of non-payment - more than 3 months after the date of the last payment.
11. Confidentiality
11.1 The parties and their personnel shall observe absolute confidentiality towards unauthorised persons with regard to information concerning the co-contractor and the affairs of others, which they become aware of in connection with the activities described in this contract.
supplies, services etc. concerned.
12. Place of jurisdiction
12.1 Legal proceedings under these standard terms and conditions are settled by the court in Aarhus or the Western High Court if the matter is covered by the jurisdiction of the Western High Court.
