Terms and Conditions

1. Usage

Paragraph 1. These general terms and conditions apply to any legal relationship between Pandi Web ApS and the customer, including but not limited to, development and implementation of IT solutions, websites, services related to service and support, maintenance of software and IT solutions, consulting services and licensing of software, unless they have been expressly waived or modified in writing and it can be established with certainty: that it was intended to derogate from these conditions.


2. Definitions

Paragraph 1. Unless otherwise stated or apparent from the context, the definitions listed below shall apply in these General Terms and Conditions and other agreements with the Supplier:
“Agreement” means the specific agreement between the Customer and the Supplier for the provision of the Supplier’s services, e.g. a development agreement, or a consultancy agreement, including these general terms and conditions, which are an integral part of the Agreement, unless otherwise expressly agreed;
“Working Day” means Monday to Friday other than danish public holidays, Christmas Eve, New Year’s Eve and danish Constitution Day;
“Customer” means the Supplier’s contracting party under an agreement; and
“The Solution” means the IT solution, software, etc. referred to in the Agreement.


3. Delivery

Paragraph 1. The Supplier shall provide the services specified in the Agreement.

Paragraph 2. The place of delivery is Pandi Web’s office, unless otherwise provided in the Agreement.

Paragraph 3. The delivery times, including any milestones, may be postponed by the Supplier by the Supplier with prior written notice of 5 Working Days without giving reasons and without incurring compensation by up to a total of 20 Working Days. Unless otherwise agreed, the Supplier’s postponement entails a corresponding postponement of all subsequent deadlines.

Paragraph 4. If the Supplier’s delay in relation to an agreed delivery deadline is due to circumstances for which the Customer is responsible, including but not limited to the Customer’s delivery of the necessary assistance for the Supplier’s delivery of the service or replacement of the Customer’s designated contact person(s), the agreed delivery time shall be postponed by the number of days corresponding to the delay that has occurred. In this situation, the Supplier may demand reimbursement for expenses due to the Customer’s delay and fees according to the agreed hourly rates for superseded resources during the postponement period, however, the Supplier is obliged to limit these costs as much as possible, possibly by redeployment of resources.

Paragraph 5. If a design is included in a solution, this will also serve as a requirement specification. Once the design is approved, changes to the product can no longer be made without this going beyond the original agreement (in case of fixed price agreement).


4. Customer relationship

Customer involvement

Paragraph 1. In order to manage the contact with the Supplier, the Customer shall designate one or more person(s) to whom any inquiry regarding any matter covered by the Agreement can be made. In the relationship between the Customer and the Supplier, the appointment constitutes a power of attorney in accordance with section 13 of the Danish Agreement Act (Aftaleloven), according to which a person designated by the Customer may enter into binding agreements on behalf of the Customer in any matter referred to in the agreement. The Customer is entitled at any time, by written notice to the Supplier, to appoint one or more new contact person(s).

Paragraph 2. The Customer is obliged to make available to the Supplier such information and material as the Supplier reasonably deems necessary for the provision of the agreed services.

Paragraph 3. The Supplier has the right to use the resources of the Customer, including employees, to the extent that the Supplier reasonably deems this necessary for the performance and delivery of the agreed service.

Paragraph 4. The Customer is obliged, at the request of the Supplier, to participate actively and loyally in the implementation and testing of the Supplier’s services.

Paragraph 5. If, as part of the provision of services, the Supplier is physically present with the Customer, the Customer is obliged to provide the Supplier with facilities free of charge that are appropriate in view of the specific circumstances, e.g. access to wireless network for short stays or access to ordinary office facilities for longer stays.


Customer systems

Paragraph 6. It is a basic prerequisite for the Supplier’s provision of services that the Customer’s systems have the technical specifications that may be specified in the Agreement or an annex thereto.

Paragraph 7. The Customer must continuously maintain a test environment, and the Supplier may continuously make reasonable demands in this regard, including requirements for changes.

Paragraph 8. At the Supplier’s request, the Customer must provide secure remote access for the Supplier’s support and/or maintenance, e.g. via VPN.


Third-party software

Paragraph 9. The Customer is obliged, upon request from the Supplier, to update third-party software that is part of the Customer’s systems and IT environment. The update is at the Customer’s own expense and must be completed within a reasonable time.


Back up

Paragraph 10. The Customer is obliged to back up solutions, software, etc., which the Supplier develops, supports and/or maintains. The Supplier is not liable for damages that the Customer may suffer and which could have been avoided if the Customer had implemented proper back up routines.


5. Prices and payment

Paragraph 1. Unless otherwise stated in the Agreement, the Supplier’s remuneration shall be calculated on the basis of the time spent on the service in accordance with the Supplier’s applicable hourly rates. The supplier calculates the full hourly rate during transportation.

Paragraph 2. In the case of an ongoing Agreement (as opposed to, for example, a development agreement), the Supplier is entitled, with the notice period prescribed in the agreement, to adjust hourly rates and other current remuneration (“new prices”). If the Customer no later than the 10th working day after receipt of new prices has objected, the Agreement shall be deemed terminated with the notice period specified in the Agreement (counting from the transmission of new prices). If the Customer does not not comply by 10 June at the latest. Working day after receipt of new prices has objected, the Customer shall be deemed to have accepted that the agreement continues with new prices.

Paragraph 3. All prices are in Danish kroner excl. VAT.

Paragraph 4. Any public charge and/or tax imposed on the Supplier’s services shall be borne by the Customer in addition to the agreed remuneration.

Paragraph 5. In addition to the remuneration, the supplier may demand reimbursement of expenses incurred in connection with the service, including expenses for third-party software, transport, accommodation, catering, means of communication, etc.

Paragraph 6. The financial settlement / payment date is set out in the Agreement. Payment terms are net cash within 14 days from the invoice date at the place of payment specified by the Supplier. Payment must be made free of charge for the Supplier. In case of payment after due date, the Customer must pay interest at the rate of 1.5% per commenced month on the balance due from the latest due date of payment until payment is made. The customer cannot set off the remuneration for the service arising from stated claims from other legal relationships.

Paragraph 7. In the case of fixed-price contracts, the following payment terms shall apply unless otherwise agreed. For amounts above 10,000, – 25% is invoiced at start-up, 25% at test and 50% at completion of the task. For amounts below DKK 10,000, 50% will be invoiced at start-up and 50% at the end of the task.

Paragraph 8. Pandi Web has the right to increase its general service prices with 1 month’s notice. Price withdrawals cannot be made on ongoing fixed price agreements (provided the scope does not change) nor with retroactive force.

Paragraph 10. Pandi Web adjusts prices annually (January 1) according to the net price index. It has been agreed that price adjustments will be made at least by 1.5% annually as of 1 January.


6. Retention of title

Paragraph 1. Until the Supplier has received full payment, including any disbursements, surcharges and interest, for its services, the Supplier shall have ownership thereof.

Paragraph 2. In the case of integrations, the ownership will, unless otherwise agreed, belong to the supplier. However, the customer will have the right to use as long as the service is paid for.

Paragraph 3. In the case of Planner solutions, the ownership will, unless otherwise agreed, belong to the supplier. However, the customer will have the right to use as long as the service is paid for.


7. Warranties

Paragraph 1. The Supplier does not give any warranties in relation to the Solution other than what is expressly stated in the Agreement or in these General Terms and Conditions.

Paragraph 2. The Supplier is solely responsible for ensuring that the Solution complies with general legal requirements in the Danish Marketing Practices Act, the e-commerce Act and the Personal Data Act in Denmark. Compliance with foreign legislation, special laws and industry-specific rules, including rules that are specifically applicable to the Customer, is the Customer’s responsibility. The Supplier does not guarantee that the Solution complies in whole or in part with such legislation and regulation, and the Customer indemnifies the Supplier for losses that may arise due to the Solution’s failure to comply with it.

Paragraph 3. The warranties provided by the Supplier are valid for a period of one month from the delivery of the Solution.

Paragraph 4. If the party intending to invoke a given guarantee has not given written notice to the other party within 10 working days after the party is or should have become aware of a defect, the warranty obligation shall lapse.


8. Complaints and defaults

Paragraph 1. Unless otherwise specifically agreed, the Customer shall, immediately after receiving a service from the Supplier, carry out checks on whether the service is contractual. If the Customer finds defects, the Customer must immediately complain in writing to the Supplier stating the defects claimed. If there is no timely advertising, the right to claim defects lapses. The customer can only make claims for defects, regardless of their nature, for up to one month after the time of delivery of a service.

Paragraph 2. If defects exist, the Supplier may choose whether to repair repair, replace or issue a proportionate price reduction to the Customer, but the latter may only be used where non-fulfilment in kind is not possible or would be unduly burdensome for the Supplier (hard ship). In addition, the Customer cannot claim any other remedies for breach.

Paragraph 3. Unless otherwise specified in these terms and conditions or separately agreed in writing, the non-defaulting party may, in the event of material breach, exercise remedies in accordance with the general rules of Danish law. The Customer may only terminate the agreement if the Customer has made a written request to the Supplier describing the breach and the Supplier has not brought the breach to an end no later than 30 Working Days after receipt of the notice.


9. Product liability

Paragraph 1. The supplier is solely liable for product liability in accordance with the provisions of the Product Liability Act that cannot be derogated from by agreement. The Supplier is not liable for product damage on any other basis. If the Customer becomes aware that damage has occurred or that there is an obvious risk that damage will occur as a result of the Supplier’s performance, the Customer must immediately inform the Supplier thereof.


10. Indemnification

Paragraph 1. Regardless of the basis on which a claim is made and regardless of the degree of negligence, the Supplier shall not be liable for consequential damages and indirect losses, including but not limited to operating losses, loss of profits, loss of data or costs for its restoration.

Paragraph 2. The Supplier is not liable for the Customer’s loss as a result of a third party, e.g. a hacker, gaining access to the Customer’s data or part thereof, unless the third party’s access is a result of the Supplier’s grossly negligent or intentional act or omission.

Paragraph 3. The Customer may not, under any circumstances, claim compensation and/or a proportionate reduction from the Supplier that in total exceeds (i) 50% the total actual payment made by the Customer for the service on which the claim is based, or (ii) in the case of ongoing services, 50% the actual payment made by the Customer within the last (current) year for the service provided by the on which the claim is based. This maximum applies to agreement by agreement (excluding payments under another agreement) as a total accumulated maximum for all circumstances that may entitle the Customer to compensation and/or proportionate reduction during the term of the agreement, regardless of the degree of negligence and regardless of whether there is a breach of any warranties on the part of the Supplier.


11. Force majeure

Paragraph 1. The Supplier shall not be liable to the Customer in the event of force majeure, and the parties’ obligations under the Agreement shall be suspended until the force majeure event has ceased, as the parties are free to cancel the Agreement in whole or in part if the force majeure event has not ceased 60 Working Days after a party has invoked it. Force majeure means circumstances beyond the control of the parties which the parties should not have taken into account when concluding the agreement, including but not limited to war, riots and disturbances, terrorist acts, natural disasters, illegal strikes and lockouts, scarcity of goods, prolonged breakdowns of public data networks or electricity supply, import and export restrictions and computer viruses.

Paragraph 2. Force majeure may be invoked for no more than the number of days of the force majeure event.


12. Rights

Paragraph 1. In the case of services containing software, changes in software, updating and/or maintenance of software or other material, the Customer acquires, subject to the Customer’s payment of the agreed remuneration, a non-exclusive, non-transferable, right to use the delivered goods. The right of use is limited to the Customer’s own commercial use.

Paragraph 2. If the Customer or a third party makes changes or interventions in the Supplier’s services, including software, all the Supplier’s obligations will lapse without notice, including any warranty obligations. The Supplier disclaims any responsibility for such changes or interventions.

Paragraph 3. The customer is not entitled to disclose, resell, rent, lend or otherwise distribute the right of use to third parties.

Paragraph 4. The Customer does not acquire the right to tools, methods and other things used for the provision of the service or included in it, as the rights remain with the Supplier or with any third party.

Paragraph 5. Except for any third-party software included in the Solution as specified in the Agreement, the Supplier warrants that third parties do not have rights in relation to the Solution/Service. The Supplier warrants that the Solution/Service does not infringe the rights of third parties in Denmark. If a case is brought against the Customer claiming that the Supplier’s service infringes the rights of a third party, the Customer is obliged to inform the Supplier immediately, as the Supplier will then take over the case and the associated costs. In this context, the Supplier has irrevocable power of attorney to conduct legal proceedings and/or settle at its own expense. If the Supplier loses such infringement proceedings to third parties, the Supplier shall, at its own option, obtain the Customer’s right to continue using the service or terminate the infringement by modifying or replacing the service with another service that 12 essentially has the same functionality as the original service. Alternatively, the Supplier may terminate the agreement with immediate effect and refund the remuneration paid by the Customer. In this case, the Customer may not assert any other claims against the Supplier.

Paragraph 6. If the Software supplied, including third-party software, applies to special license terms, these shall prevail over this clause 12. This applies regardless of whether the license terms originate from the Supplier or third parties.

Paragraph 7. The Customer acquires all the rights and obligations in agreements, including purchase and license contracts, entered into with third parties regarding the hardware and software entering into the Solution and as specified in the Agreement. Rights and obligations thus belong to and are the responsibility of the Customer as a direct contractual party with third parties, and liability and intellectual property rights in accordance with the third party’s terms of agreement, including in connection with errors and defects and transfer, can only be asserted against third parties. The supplier is thus in all circumstances not liable for agreements between the customer and third parties.


13. Confidentiality

Paragraph 1. The Supplier and the Customer shall observe silence regarding confidential matters concerning each other. This obligation shall continue to apply after the termination of the contract.


14. Reference

Paragraph 1. The Supplier may use the Customer as a reference in case descriptions and offers.


15. Specifically for consultancy services

Paragraph 1. For consultancy services (where there is no provision of a defined solution), the Supplier is not obliged to perform a specific result, but only to seek to the best of its ability, and at the level otherwise applicable in the industry, the tasks set by the Customer to be solved in an appropriate manner. Delivery is considered to have taken place when the Supplier has spent time in connection with the service.


16. Termination

Paragraph 1. An agreement may be terminated in accordance with what is stated in the Agreement. If the Agreement does not contain provisions on termination, e.g. a development agreement, the agreement shall be considered irrevocable with the effect that the Customer is obliged to pay compensation to the Supplier upon cancellation.

Paragraph 2. Not withstanding notice periods in the Agreement, and paragraph 1 above, the Customer or the Supplier, respectively, is entitled to terminate the Agreement without notice in the event of the other Party’s material breach.

Paragraph 3. The rights and obligations of the parties under sections 5, 7, 9, 12, 13, 19 and 20 above shall continue without a time limit, regardless of the expiry, termination or termination of the agreement.


17. Transfer to company

Paragraph 1. The Supplier is entitled at any time to transfer all agreements, including all rights and obligations, both earned and future, to a company wholly or partly owned by the Supplier.


18. Disputes

Paragraph 1. Any dispute between the Supplier and the Customer shall be settled in accordance with Danish law.

Paragraph 2. All disputes shall, as far as possible, be resolved amicably between the parties. If a dispute cannot be resolved amicably, the Copenhagen City Court must have the appropriate jurisdiction.


February, 2022