1.1 Application. These general terms and conditions of sale and delivery (the “Terms & Conditions”) apply to all agreements and contracts that Proventic ApS, Danish Business Registration Number 40794565, (the “Company”) enters into sales and delivery of products as well as related services, including implementation and support services, to business customers (the “Customer”).
- Basis for Contract
2.1. Basis for Contract. Together with the Company’s offers and order confirmations, the Terms & Conditions constitute the entire contractual basis for the Company’s sales and delivery of products and services to the Customer (the “Basis for Contract”). The Customer’s purchase terms printed on orders or otherwise notified to the Company do not form part of the Basis for Contract.
2.2. Changes and Supplements. Changes to and additions to the Basis for Contract are only valid if the parties have agreed in writing.
2.3. Legal status. Each party shall immediately notify the other party if the party changes its legal personality, is placed under bankruptcy or reorganization proceedings, or voluntary liquidation.
- Products and services
3.1. Products. The Company’s products and services to the Customer comply with Danish legislation upon delivery.
3.2. Services. Services that the Company sells and delivers to the Customer are performed under applicable standards and industry customs and comply with Danish legislation at the time of delivery.
3.3. Limitation of Liability. The Company can only be held liable for an amount corresponding to the purchase price of the delivered product or service. Notwithstanding any conflicting terms in the Basis for Contract, the Company is in no way liable for losses or damages attributable to use for any other purpose. The Customer shall indemnify the Company to the extent that the Company may be liable for such loss or damage.
- Price and payment
4.1. Price. The price for products and services follows the Company’s current price list at the time the Company confirms the Customer’s order unless the parties have agreed otherwise in writing. All prices are exclusive VAT.
4.2. Payment. Products sold through Zendesk Marketplace has to be paid by methods provided by Zendesk. Orders placed outside Zendesk Marketplace will be invoiced, and the payment is by bank transfer. The Customer must pay all invoices within eight days of placing the order unless the parties have agreed otherwise in writing.
- Delayed payment
5.1. Interest. If the Customer fails to pay an invoice on time for reasons the Company is not responsible, the Company is entitled to interest on the amount due of 1% per month from the due date and until payment is made.
5.2. Repeal. If the Customer fails to pay an overdue invoice within 14 days after receiving a written demand for payment from the Company, has the Company, in addition to interest according to p. 5.1, right to (i) cancel the sale of the products and/or services to which the delay relates, (ii) cancel the sale of products and/or services that have not yet been delivered to the Customer, or demand advance payment for this, and/or (iii) assert other powers of default.
- Offers, orders, and order confirmations
6.1. Offers. The Company’s offer is valid for ten days from the date the offer is dated unless otherwise stated in the offer. Acceptance of offers received by the Company after the expiry of the acceptance period is not binding on the Company unless the Company notifies the Customer otherwise.
6.2. Order confirmations. The Company strives to send confirmation or rejection of an order for products and services to the Customer in writing no later than seven working days after receipt of the order. Confirmations and rejections of orders must be in writing to bind the Company.
6.3. Changing orders. The Customer may not change a placed order without the Company’s written consent.
6.4. Inconsistent Terms. If the Company’s confirmation of an order does not match the Customer’s order or the presented offer, and the Customer does not wish to accept the non-compliant terms, the Customer must notify the Company in writing within five working days of receiving the order confirmation. Otherwise, the Customer is bound by the order confirmation.
7.1. Delivery time. The Company delivers all products and services sold by the time stated in the Company’s order confirmation. The Company has the right to deliver before the agreed delivery time unless the parties have agreed otherwise.
7.2. Examination. The Customer must inspect all products and services upon delivery. If the Customer discovers an error or defect that the Customer wishes to invoke, the Company must be notified in writing immediately. If an error or defect that the Customer discovers or should have discovered is not immediately notified in writing to the Company, it cannot be claimed later.
- Delayed delivery
8.1. Notice. If the Company expects a delay in the delivery of the order, the Company informs the Customer about it and at the same time states the reason for the delay and a new expected delivery time.
8.2. Repeal. If the Company fails to deliver the order within 14 days after the agreed delivery time for reasons for which the Customer is not responsible, and delivery does not take place within a reasonable time of at least 30 days, the Customer may cancel the order or orders affected by the delay without warning by written notice to the Company. The Customer has no other rights due to delayed delivery.
9.1. Responsibility. Each party is liable for its actions and omissions under applicable law with the limitations of the Basis for Contract.
9.2. Product liability. The Company is responsible for product liability regarding delivered products, to the extent that such liability follows from mandatory legislation. The Customer must indemnify the Company to the extent that the Company may incur product liability.
9.3. Limitation of Liability. Notwithstanding any opposing terms in the Basis for Contract, the Company’s liability to the Customer may not per calendar year in total exceed 50% of the sales of products and services that the Company has invoiced net to the Customer in the immediately preceding calendar year. The limitation of liability does not apply if the Company has acted intentionally or with gross negligence.
9.4. Indirect losses. Notwithstanding any conflicting terms in the Basis for Contract, the Company is not liable to the Customer for indirect losses, including loss of production, sales, profit, time, or goodwill, unless caused intentionally or through gross negligence.
9.5. Force majeure. Notwithstanding any conflicting terms in the Basis for Contract, the Company is not liable to the Customer for non-fulfillment of obligations attributed to force majeure. The discharge lasts as long as force majeure lasts. Force majeure is considered to be matters that are beyond the Company’s control and which the Company should not have foreseen at the conclusion of the agreement. Examples of force majeure are unusual natural conditions, war, terror, fire, flood, vandalism and labor disputes.
- Intellectual property rights
10.1. Property rights. The total ownership of all intellectual property rights relating to products and services, including patents, designs, trademarks, and copyrights, belongs to the Company.
10.2. Violation. If delivered products or spare parts infringe the intellectual property rights of third parties, the Company shall at its own expense: (i) ensure the Customer the right to continue to use the infringing products, (ii) modify the infringing products so that they no longer infringe, (iii ) replace the infringing products that do not infringe, or (iv) repurchase the infringing products or spare parts at the original net purchase price less 10% per years since delivery. The Customer has no other rights connected to the infringement of products or services’ intellectual property rights by third parties.
11.1. Disclosure and Use. The Customer may not pass on or use or enable others to use the Company’s trade secrets or other information that is not publicly available.
11.2. Protection. The Customer may not improperly obtain or attempt to obtain knowledge of or availability of the Company’s confidential information as described in section. 11.1. The Customer must handle and store the information appropriately to prevent it from accidentally coming to the knowledge of others.
11.3. Duration. The Customer’s obligations according to p. 11.1-11.2 apply during the parties’ trade and without time limit after the termination of the trade, regardless of the reason for the termination.
- Processing of personally identifiable information
12.1. Processing. The Company processes personal data with due observance of the General Data Protection Regulation and Danish law. Information about the Customer’s name, e-mail, telephone number, Danish Business Registration Number, and address is used only in connection with the Customer’s order, communication with the Customer, and any other purpose for fulfilling the parties’ Basis for Contract.
12.2. Rights of the data subject. The Company complies with the data subjects’ rights (including the right of access, rectification, deletion, restriction of processing, objection, data portability, appeal, and right not to be the subject of a decision based solely on automatic processing, including profiling).
12.3. Storage and disclosure. The Company retains the information for as long as is necessary for the purpose for which the information is processed. The Company does not pass on, sell or otherwise transfer data to third parties unless the Customer has consented.
12.4. Contact. If the Customer wants information about which data is being processed, having data deleted or corrected, the Customer can contact the Company at email@example.com
- Applicable law and venue
13.1. Applicable law. The parties’ trade and relationship are subject to Danish law in all respects.
13.2. Venue. A Danish court must decide any dispute that may arise with the parties’ trade and relationship.