Delivery terms and conditions

All of the services from extri:co are supplied in accordance with the delivery terms and conditions stated below. Services may consist of hourly services, ongoing services, equipment and/or software (The Delivery).

The Customer authorises at all times its existing IT manager or other usual contact person to in every respect, be at the disposal of extri:co with binding effect, including to issue orders under and to change the already signed Agreement.

If further deliveries are derived by or in any other way related to the Delivery, the Delivery Terms and Conditions will also be used in the execution of these deliveries.

Agreed services

The Delivery is specified in detail in the service modules that have come into force with the Agreement. The service modules constitute an exhaustive description of the Delivery and the requirements that can be made for the Delivery. extri:co reserves the right to carry out changes to the agreed specifications to the extent that this is based on a professional assessment considered appropriate for the Customer. The Customer may only claim the content in the module descriptions as a basis for the Delivery. Information, which extri:co has stated in brochures, price lists, advertisements, previous tenders, on the Internet or verbally, are of no relevance to the judgement of the Delivery.

Supplier obligations

extri:co is responsible for loyally satisfying the Agreement and for complying with the terms and conditions contained therein. extri:co is obligated to provide advice to the Customer, to the extent that the Customer requests advice in connection with the execution of the tasks which are incumbent on the Customer. extri:co may if required, refer to a third party, to the extent that extri:co does not have the resources within the area that the Customer’s tasks relate to. extri:co must make available qualified resources for the execution of the Delivery. extri:co is at all times entitled to replace the resources, including named resources, which are allocated in the Agreement, with equivalent resources. The Deliveries must be executed in accordance with good IT practice and in accordance with the agreed specifications.

Customer obligations

The Customer must make qualified personnel available to extri:co in connection with the execution of the Deliveries and to the required extent supply extri:co with the information and any material which is necessary for the Supplier to meet its obligations. The Customer must also ensure that the information is precise and that the people who the Customer involves have the sufficient knowledge about the Customer’s requirements and the Customer’s IT system, and that they also can make the necessary decisions without undue delay.

The Customer must in the day-to-day operations, ensure that the Customer’s IT environment (including any hosted or operated environment at extri:co) is used in accordance with the applicable instructions for this and good IT practice. In particular, it should be emphasised that the Customer is obligated to comply at all times with the applicable recommendations from extri:co or the manufacturer in relation to technical and operational conditions, to have a configuration that can deal with new updates/releases of the software, which is covered by optionally the Supplier’s operations or hosting service and in addition, according to the Supplier’s instructions relating to the installation and use of the IT environment.

The Customer agrees that it should defray all costs in connection with configuration and system changes, which are necessitated by changes in the software, which if necessary is operated/hosted as part of the Agreement. If the Customer is not prepared to defray the necessary costs in this regard, the Supplier’s obligations in accordance with the Agreement are void, where this is objectively justified.

The Customer is responsible for establishing the option for connecting online to parts of the Customer’s IT system, which may be outside the Supplier’s locations, at all times in accordance with the Supplier’s applicable specifications. The Customer must in the case of the execution of the Deliveries at the Customer’s location, make available the suitable facility and resource for extri:co, such as personnel, rooms with suitable access, space, lighting and window conditions, work facilities (e.g. office items, PCs and PC software) and communication facilities.

The Customer must ensure that the IT environment that the Supplier’s employees work in/with, does not present a risk of loss or damage to the Customer’s IT systems, including loss or damage of data. The Customer must also ensure that sufficient backup has been carried out, since the Supplier’s employees gain access to the Customer’s IT environment, so that extri:co without risk of loss of data, can execute the agreed Deliveries. Backup must cover all forms of data and software, including data that may relate to initiated projects or tasks, where extri:co is involved. extri:co will not perform backups of such data, regardless of whether the data is generated by extri:co, unless otherwise clearly expressed in writing in an agreement between the Parties.

The Customer is required to have the necessary licence rights for the execution of the Deliveries, and must indemnify extri:co for all claims this may be met with from third parties as a consequence of failure to meet this obligation.

The Customer must also demonstrate the flexibility and willingness to collaborate that is required for the purpose of appropriately delivering the Delivery.

Documentation and guidance

extri:co does not devise documentation for the Delivery, unless this is otherwise agreed and specified in the Agreement. However, product descriptions and user manuals (in Danish or English) come with the delivery of equipment/standard software, to the extent that it is devised and delivered by the manufacturer.

Delivery and delivery time

Any agreed delivery deadlines are stated in the Agreement. If a time of delivery has not been agreed, each Party can with a fair, written notice, require the delivery be executed. Any agreed time of delivery is approximate.

Unless otherwise agreed, the delivery of equipment/software is considered executed when this has been delivered from the Supplier’s stock (ex warehouse)/made available to the Customer online, and extri:co does not accept responsibility for its installation, implementation, etc., unless otherwise stated in the Agreement. extri:co can, on the request of the Customer and at the Customer’s expense and including that the Customer bears the risk, arrange for transport to be carried out. Should this be case, delivery has happened with the Supplier’s transfer of the equipment or software to the haulier. If by agreement with the Customer, extri:co shall carry out the installation of the equipment, the time of delivery is the day where the products are physically given over to the Customer at the agreed delivery location. For standard software, the time of delivery is the point in time when the standard software is installed in the Customer’s IT environment, such that the Customer has access to this.

The risk for equipment and standard software in all cases is transferred to the Customer at the time of delivery.

For hourly services, the Delivery is ongoing, over time as the hourly services are executed by extri:co. If programming shall be carried out or if a task shall be executed with a responsibility for results, delivery is considered executed when the Delivery is made available for the Customer’s use.

Ongoing services are considered delivered in line with the Customer’s utilisation of the agreed services.

Delay and postponement

An eventual agreed time of delivery is set by extri:co in accordance with best estimates and based on information etc., which is contained in the Parties’ agreement. If one of the Parties realises that a delay will occur in the fulfilment of the Party’s obligations subject to the Agreement, the Party must immediately notify the other Party. It is the responsibility of the Party to loyally seek to limit the delay and any damaging effects of the delay as much as possible.

extri:co may postpone the time of delivery by 14 days and without the Customer exercising authority on extri:co because of this. If the delivery has still not taken place after three months after the agreed time of delivery, the Customer can cancel the agreement in relation to the delayed part of the Delivery. Any claim for compensation is subject to the limitations which result from the Parties’ agreement.

If the Customer fails to fulfil its obligations that are stipulated in the Agreement or prevents extri:co in any way from fulfilling its obligations, which are a consequence of causes that can be ascribed to the Customer, extri:co is entitled to require set deadlines for the execution of the Delivery postponed with the duration of the delay and a reasonable start-up period after the delay’s cessation.

extri:co, regardless of whether extri:co requires the postponement of times of delivery, is further entitled to require additional costs covered, as a consequence of the Supplier’s resources allocated to the Delivery could not be utilised optimally.

Deficiencies and warranty

Deficiencies
A Delivery deficiency exists if the Delivery fails to meet the agreed specifications and provided that it is not minor non-conformances, which do not prevent the Customer from utilising the Delivery for the intended purpose.

Unless otherwise agreed in writing, extri:co is entitled to payment in accordance with time spent on the corrections of all deficiencies and errors in the delivered goods/services to the Customer. extri:co is at all times entitled to payment in accordance with time spent, including time spent on investigations if the Customer complains about an error and it transpires that the error does not exist or that the failure is the responsibility of the Supplier.

The above constitutes an exhaustive description of the Supplier’s responsibility in connection with deficient Deliveries, and the requirement shall be read in context with the limitations of liability which result from these Delivery Terms and Conditions.

Warranty obligations and responsibilities

Hourly services
It is the responsibility of the Customer to check the Delivery and immediately report any deficiencies to extri:co. Under all circumstances, complaints must be in the possession of extri:co one month at the latest after the execution.

extri:co must start remedying the deficiencies within a reasonable period of time after having received the full complaint from the Customer. If remediation is not possible because of the nature of the service, or extri:co estimates that remediation is not possible within a reasonable financial and time-related framework, extri:co may instead, as the full and final settlement, grant the Customer a proportional discount in the price for the deficient delivery or repay the fee for the deficient hourly service if because of the deficiencies, it is unusable to the Customer.

The Customer may, if the deficiencies are significant, terminate the Agreement ex nunc and demand compensation, with the limitations which result from these Delivery Terms and Conditions.

Hardware and standard software
extri:co is not responsible for deficiencies in equipment or software, which extri:co has not itself produced, and which is solely sold by extri:co. extri:co solely accepts responsibility for forwarding the Customer’s complaint to the manufacturer of said equipment or software, and the Customer’s rights relating to the manufacturer are subject to the warranty or guarantee right, which is associated with the product from the manufacturer.

Ongoing services
It is the responsibility of the Customer to check the Delivery and immediately report any deficiencies to extri:co. Under all circumstances, complaints must be in the possession of extri:co one month at the latest after the execution.

extri:co must start remedying the deficiencies within a reasonable period of time after having received the full complaint from the Customer. If remediation is not possible because of the nature of the service, or extri:co estimates that remediation is not possible within a reasonable financial and time-related framework, extri:co may instead, for the full and final settlement, grant the Customer a proportional discount in the price for the deficient delivery or repay the fee for the deficient Delivery.

The Customer may, if the deficiencies are significant, terminate the Agreement ex nunc and demand compensation, with the limitations which result from these Delivery Terms and Conditions.

Retention of title and right of retention

The Delivery is sold with retention of title and is the property of the Supplier until the Customer has paid the entire purchase sum with payment of supplementary charges of interest and costs and any expenses relating to the sold Delivery, which had to be defrayed by extri:co on behalf of the Customer.

Rights of use for standard software or development work is transferred to the Customer, once effective payment has taken place.

If the result is of hourly services or an ongoing Delivery of a service, extri:co can exercise the right of retention for this until effective payment has been made, just as extri:co is entitled to withhold future services without liability. Right of retention can be executed without warning or liability.

Limited liability

The Supplier’s supplementary performance and responsibility in accordance with this Agreement does not cover (a) errors that have occurred as a consequence of an installation carried out by others other than extri:co or as a consequence of the Customer’s use of the products in connection with other accessories/software, which directly or indirectly affects the products’ functions, (b) errors that are a consequence of changes or intervention in the products, which has not occurred in accordance with the Supplier’s written instructions, (c) errors that have occurred as a consequence of the Customer’s lack of training or as a consequence of the products being used in a way other than prescribed in the delivered documentation or by neglect by the Customer, its personnel or third parties, (d) lack of information in instructions and obligations in connection with the Supplier’s execution of the agreed Deliveries, and (e) failure to meet needs or wishes regarding functionality, which are not expressed and clearly described in the Parties’ Agreement.

extri:co disclaims all liability for loss or damage, which arises in connection with extri:co making consultants available for tasks, where the overall management of the task’s execution is managed by the Customer or a third party.

If a non-compliance takes place at the Supplier’s Subcontractors, which extri:co should not have anticipated when the agreement entered into force, the Supplier’s responsibility for the Customer is limited to the same extent as the Subcontractor is limited in its responsibility to extri:co. extri:co thus will only be able to be held liable for the Subcontractor’s deficient services, if the Supplier either should have anticipated the non-compliance when the agreement entered into force, or if the Customer makes a claim against extri:co, extri:co will make a recourse claim against the Subcontractor.

extri:co cannot under any circumstance incur a total claim and/or have a proportional discount be demanded of it, which exceeds the Customer’s total payment in relation to the Agreement, and in the case of an ongoing service, the six-monthly fee for this service.

extri:co is not liable for indirect loss, consequential damage, damage caused by IT viruses, operational losses, loss of data and costs for its reestablishment, and loss of earnings and other commercial losses, regardless of whether it is the fault of the Supplier’s negligence. Among other things categorised as indirect loss, are costs linked with additional consumption of internal and external resources, and loss as a consequence of payment for overtime, and loss as a consequence of additional costs with the acquisition of replacement services.

extri:co has product liability at all times in accordance with the applicable mandatory legislation for this, but extri:co accepts no other product liability.

Force Majeure

None of the Parties are liable for breach of contract if the breach is because of circumstances which the Parties could not have allowed for when the Agreement came into force, including strikes and lockouts and other circumstances, which under Danish law are covered by the term force majeure.

Disputes

This agreement is subject to Danish law, and disputes must be settled at the Supplier’s articles of association’s domicile.

 

Special terms and conditions for standard software/development work

To the extent that extri:co supplies standard software or develops code or other materials etc., for the Customer as part of a service module, the following provisions apply as a supplement to the other terms and conditions in the Parties’ agreement.

Licence terms and conditions and their precedence

The Customer is informed that the use of the software, which is supplied, is subject to supplementary terms and conditions, e.g. licence terms and conditions, and the Customer is obligated to be informed about such terms and conditions and respect them.

The terms and conditions can in this regard, act as an integrated part of the software. The content in the terms and conditions regarding rights of use and remediation of errors and further responsibility has precedence in relation to the content in these Delivery Terms and Conditions.

The Customer is aware that the software is a copyrighted work, and it is also understood that the Customer must comply at all times with the applicable regulations under Danish law for the handling of software that is protected by the Danish Copyright Act, and unless otherwise stated by the licence terms and conditions applicable for the software, the Customer secures a non-exclusive and non-transferrable right to use the software in-house in the Customer’s company, and subject to due regard for the limitations that must apply in relation to for example, use in Group-related companies and total number of users. The Customer only has the right to copy, change, maintain and further develop software to the extent that this is evident from the mandatory rules in the Danish Copyright Act.

The Customer is obligated to ensure that at all times it has the necessary licence rights and in addition it is also understood that it grants extri:co or a third party access to carry out an audit or requires the necessary information submitted for the purpose of verifying that the Customer has the correct licence.

Individual developed software

If extri:co, as part of the Agreement, develops software, including any devised or supplied associated documentation, user manuals or similar, the ownership and copyright of the software and its associated material falls to extri:co. extri:co may consequently freely use these in all respects.

The Customer secures right of use for this software, and the related material for this in accordance with the contents in the Parties’ Agreement. If not otherwise a consequence of the Agreement, there is a time limited, non-exclusive, non-transferable right to use the software in the legal entity that has acquired the right for this and for the total number of users, which is stated in the Agreement. The Customer only has the right to copy, change, maintain and further develop software to the extent this is evident from the mandatory rules in the Danish Copyright Act. The right of use may be conditional on the compliance with maintenance agreements.

Software, which shall be executed by extri:co, must be executed and programmed in accordance with the guidelines and specifications, which are agreed between the Parties. extri:co is solely responsible for ensuring that the software meets the specifications which result from the Agreement, and extri:co accepts no liability for integration options etc., unless this is specified in the Agreement. extri:co accepts no liability relating to the maintenance of specially programmed software. If the Customer wishes that the development is documented, it must be stated separately in the Agreement.

It is up to the Customer, at own cost, to carry out appropriate testing of the software in a test environment at the Customer’s location, which corresponds with the operational environment, where the result of the Supplier’s development subsequently shall be put into operation. This is to limit any consequences from errors in the Delivery.

If the Customer chooses at a later point in time to install new releases/versions of the standard software, the individual software is developed to be used together with, it is the Customer’s own responsibility to ensure continued integration and functionality, and that extri:co does not guarantee that the individual software can function together with later releases and versions.

extri:co guarantees that software developed by extri:co does not infringe third-party rights, including patents or copyright of any kind.

Special terms and conditions for ongoing services

To the extent that extri:co shall operate or host all or parts of the Customer’s IT solution or also supply an ongoing service to the Customer in the form of, e.g. support or maintenance, the following shall apply as a supplement to the other terms and conditions in the parties’ agreement.

Transitional phase

extri:co must prepare a plan of action and schedule for the Supplier’s takeover of the operation of the whole or parts of the Customer’s IT environment or hosting of this. On request by the Supplier, the Customer must participate to the necessary extent in this, including during tests, etc.

The Customer is responsible for providing all of the necessary and requested information about the Customer’s existing IT environment. Any integration requirement for other products and services, requirement for setting up parameters, data formats etc., must be contained in the Agreement. Otherwise, the service is considered as an isolated delivery.

extri:co is entitled to a reasonable extent, to extend the transition period and thus the point in time of the start-up of operations or hosting, where the extension is based completely or partly on the Customer’s circumstances, including failure to contribute documentation for the Customer’s IT environment.

The start-up day is the day where the transition period is completed, and extri:co begins supplying an operational or hosting service. An earlier point in time for the invoicing of services may be agreed in the Agreement.

If it is the case that the start-up day for the agreed operations/hosting is postponed for more than three months in relation to the agreed start-up point in time, the Customer is entitled to cancel the Agreement without warning. The Customer does not derive a breach of contract in connection with this, and must reimburse extri:co for its time spent and other costs during the transition phase.

The supplier’s software, equipment, instructions, etc.

To the extent that extri:co uses its own equipment, software, instructions, etc., in connection with the delivery of the agreed services, extri:co retains all rights hereto, regardless of how this may be included in the service.

The Customer is responsible for being familiar with and complying with the licence terms and conditions, which at all times apply to the software that is made available by extri:co as part of the service. However, regardless of the above-mentioned, extri:co is responsible for ensuring that the Customer can legally use the software made available by extri:co as part of the service in the way it is specified in the Agreement.

If not otherwise provided by the license terms and conditions for the software made available by extri:co as part of the service, the Customer during the agreement period, has for a limited period a non-transferrable and non-exclusive right of use for the software and hardware, which is included in the service in the legal entity, which has acquired the right for this purpose and for the total number of users stated in the Agreement. The Customer only has the right to copy, change, maintain and further develop software to the extent this is evident from the mandatory rules in the Danish Copyright Act.

The Customer does not secure property rights, copyright or any other right to the equipment, software or other material, such as instructions and documentation that are included in the Delivery.

Service goals

extri:co endeavours to maintaining a high uptime for the operations/hosting service, but does not guarantee that there will not be any stoppages. Equally, extri:co will endeavour to respond in compliance with good IT practice at the customer’s request for support services.

extri:co solely accepts responsibility to meet specifically agreed service goals (SLA) contained in the Parties’ Agreement.

If the Agreement contains SLAs, extri:co will carry out measurement and calculation of compliance of agreed service goals. In addition, extri:co shall make available reports on the compliance of agreed service goals to the Customer.

Documentation and instructions

The deliveries shall be documented solely where this is agreed. Thus, if procedure descriptions for the service desk, operating manuals or similar shall be devised, the time spent on this will be invoiced separately and not as part of the service that is supplied under a fixed cost. Existing operating manuals, instructions, etc., will not be submitted without prior agreement from the Customer.

If it is agreed, extri:co will devise documentation for the services, or additional instructions, and submit such material on delivery, and extri:co will then on an ongoing basis, keep such material updated. In connection with the implementation of changes, extri:co will at the same time update the material in a correct manner.

The Customer is by agreement solely entitled to submit documentation etc., devised or submitted by extri:co to a third party in connection with and for use of the third party’s takeover of services covered by the Agreement.

extri:co may make a condition of the submission that information that can be characterised as business secrets belonging to extri:co is removed from the documentation.

The Customer recognises that all material related to the execution of the services as part of the Agreement are protected as a copyright work, and that all rights are retained by extri:co.

Data property rights

The Customer retains all of the rights to its own data, which is included in the operational or hosting environment and any developmental and testing environments.

Data, which extri:co generates or which is generated automatically by the Supplier’s software in connection with the Agreement’s fulfilment, including the Customer’s use or monitoring of the use of the operations service or hosting service, may solely be used by extri:co to carry out the operations service or hosting service and the Agreement’s fulfilment for the Customer, and in statistical regards, when the information is anonymised.

The Customer is responsible for the processing of all of the Customer’s data incorporated into the operational or hosting environment and any execution and testing environments will be processed at all times in accordance with current applicable personal data legislation and other applicable legislation, and the data does not infringe on a third party’s rights. The Customer indemnifies extri:co for any claims that may be made against it as a consequence of the processing of the Customer’s data.

Security and data

extri:co is obligated to maintain a high level of security in the delivery of the service. extri:co must thus in accordance with good IT practice, ensure its IT environments against physical unauthorised access, fires, etc., and ensure there is a logical segregation of the service. extri:co guarantees, including for, that extri:co on an ongoing basis protects its network and general IT environment using updated, market-leading security and anti virus software, but does not accept any liability for unauthorised access or misuse of the Customer’s data.

To the extent that extri:co receives prepared audit reports, security reports or equivalent, the Customer is entitled to receive the same, submitted without fee. extri:co is entitled to remove any confidential information contained therein.

The Customer is in all respects responsible for the Customer’s data, including the legal use together with the service, and the data processing, which takes place in connection with this.

The Customer is responsible for ensuring that appropriate backup is made of the Customer’s data. extri:co is solely liable for the Customer’s data loss to the extent that the service covers an obligation for extri:co to carry out a backup of this, and if so, solely for the delivery of the specified service for this.

The Customer is responsible for reading out all of the relevant data before the Agreement period has expired, since the data is deleted without review by extri:co after the Agreement’s period has expired.

Personal data

In relation to any personal data stored or processed with the use of the service, the Customer is the data controller and extri:co is the data processor.

extri:co (the data processor) solely processes the data in accordance with instructions from the Customer (the data controller). extri:co must make the necessary technical and organisational security measures against the information being accidentally or illegally destroyed, lost or impaired and against becoming available to unauthorised persons, misused or in any other way processed in violation of the law on procession of personal data. extri:co must on request by the Customer, provide sufficient information to ensure that the stated technical and organisational security measures can be taken.

The Customer is responsible at all times for ensuring that the operational or hosting environment does not incorporate and process personal information in violation of the Danish Act on Processing of Personal Data. Violation of this will be considered a material breach of the Agreement, which entitles extri:co to terminate the Agreement. extri:co would like to make it known that the Danish Data Protection Agency’s guidelines and instructions are available at www.datatilsynet.dk.

The Customer must keep extri:co indemnified should extri:co cause damage as a consequence of the Supplier’s processing of personal information in accordance with the instructions from the Customer or moreover, in accordance with this Agreement.

extri:co must keep the Customer indemnified should extri:co cause damage as a consequence that can be attributed to the Supplier’s processing of personal information in violation of the Customer’s instructions or in violation of the Agreement.

Safety instructions

extri:co must at all times comply with the Customer’s applicable safety instructions, emergency response plan, safety procedures and regulations, to the extent that these are submitted to extri:co at the agreed point in time and approved by extri:co. It is the responsibility of the Customer, that extri:co has knowledge of these.

Any changes to the safety requirements or establishment of new guidelines after the Agreement has entered into force, will be dealt with as a change.

Loan and return of equipment, programmes, etc.

Tools, equipment, materials, etc., which are made available by the Customer, may only be used by extri:co to carry out the agreed Deliverable. After completion of the Delivery, the tools etc., must immediately be returned to the Customer.

Use of subcontractors

extri:co is entitled to allow the whole or part of the Delivery be executed by one or several subcontractors. If so, extri:co must on request, inform the Customer about which parts of the task are executed by a subcontractor.