These terms and conditions apply to all agreements for the sale of services and other products signed by Exigo A / S, CVR no. 33 36 97 78 (hereinafter referred to as “Exigo”) with the customers of this company.
In addition to these terms and conditions, ABR89 is applicable unless the terms and conditions or the customer’s agreement deviate from ABR89.
The terms and conditions apply from 1 January 2011 and, unless otherwise agreed in writing, apply to the sale of services and products that Exigo provides to the customer after that date.
This is subject to subsequent changes to the terms and conditions. Exigo’s updated terms and conditions are available on the Exigo website www.exigoconsult.com.
Conclusion of the agreement
Exigo’s offers expire 30 days from the date of submission. However, offers can be revoked or changed at any time.
An offer is considered accepted if 1) the order confirmation is given by Exigo in cases where the customer has placed the order without prior offer from Exigo, or 2) upon the customer’s written acceptance of or at the customer’s payment of the first installment pursuant to an offer from Exigo.
Prices and terms of payment
Unless otherwise stated, all prices are exclusive of VAT.
Exigo performs tasks either at a fixed price (offer) or hourly payment.
The hourly rate is specified in Exigo’s current price list. The work will be charged monthly in arrears, along with a breakdown of the time spent. The hourly rate is adjusted one (1) times a year per year on 1 January with the development of the wage index for the private sector.
The payment period is eight (8) days from the invoice date. In case of late payment, interest will be charged from the beginning of the payment period with 2% per month started.
In the event of late payment, Exigo shall be entitled, without notice and without liability, to suspend the performance of its obligations towards the customer in relation to the specific project or any other legal relationship between the parties. The customer will receive a written notification when Exigo stops the project.
If the customer does not receive any service on the agreed day, payment must nevertheless be made as if the delivery had been made in accordance with the agreement.
If it has been agreed that a service is to be provided in several partial deliveries and it has been agreed that the customer must be invoiced after delivery of the last partial delivery, Exigo shall be entitled to bill partial deliveries in advance if the customer changes the date of the partial delivery to a later date and the partial delivery had already been completed at that time, as previously agreed.
The agreed service
Exigo is obliged to provide the customer with the service described in Exigo’s offer, the solution description or the agreement of the parties.
Prior to the start of Exigo’s work, it is the customer’s responsibility to ensure that Exigo’s offer, solution description or the parties’ agreement is complete for the service ordered by the customer. The customer thus bears the full responsibility for clearly and comprehensively describing the project in the offer, in the solution description or in the agreement of the parties, unless otherwise agreed.
Changes to the solution description, the offer or the agreement must be agreed in writing by the parties. Unless otherwise agreed, the customer has full responsibility for clearly and comprehensively describing the change in the project in a solution description.
It is the responsibility of the customer to provide all necessary information about the project.
Unless specifically agreed upon, Exigo’s service does not include advice on the structural terms of the project, statics, or dimensions, and Exigo assumes no responsibility for this.
If the parties agreed on a schedule, Exigo will be responsible for running the project in accordance with the schedule.
If no schedule has been agreed upon, the project must be carried out at the speed appropriate to the size of the project and the circumstances.
Cooperation during the execution of the work
The project must be carried out in consultation between the parties. Consultations must take place through regular contact between the contact persons of the parties.
Unless otherwise agreed, the customer is responsible for the coordination and organization of the project in his own company.
Exigo is entitled to accept subcontractors for the execution of the project. Exigo is in every respect responsible, towards the customer, for the work done by subcontractors.
When Exigo refers the customer to a third party to solve a task, Exigo assumes no responsibility for the performance, action or omission of the third party.
Exigo must inform the customer as soon as possible about the need for additional services or the extension of the project. Exigo informs whether Exigo considers the additional services or the extension of the project to be additional work that is not included in the project plan, solution description or offer.
If there is a need for overtime during the project implementation, these will be invoiced in accordance with point 4.3. separately.
Completion of work/defects at work
Upon completion of a project, Exigo will hand over the agreed project to the customer. The type of submission depends on the scope and complexity.
The customer must then report recognized errors and defects to Exigo within a reasonable time. Errors and deficiencies for which a complaint has been lodged within one (1) month of submission of a project will be corrected by Exigo free of charge. If the customer complains about defects and defects later than one (1) month after the submission of a project, Exigo’s obligation to remedy the defect free of charge expires.
Therefore, it is the customer’s responsibility immediately after the submission of the project to carry out its own tests of the project, including its fulfillment of the solution description and any installations. If the customer does not point out defects within one month after delivery, Exigo can not grant a free supplementary performance.
If Exigo is responsible for a defect or defect, it must be corrected within a reasonable time or the customer must be advised of how to remedy the defect.
If it is found during the error correction that Exigo is not responsible for the error, Exigo is entitled to charge for the repair work in accordance with the applicable price list.
Errors caused by operating conditions, by third-party software or by the customer’s own work can not be attributed to Exigo. The customer can not assert a claim against Exigo for defects that the customer has approved at an earlier date.
The customer has the burden of proof that defects or damages are due to acts or omissions of Exigo.
If the parties have agreed on a timetable, there will be a delay if the delivery of the project has not been made by the agreed delivery date. The delay is up to the delivery date.
If the delay is due to circumstances not included in the Exigo project, Exigo is entitled to postpone the agreed delivery date by at least the number of days corresponding to the delay.
If there are circumstances justifying further postponement, this is justified if Exigo can indicate the appropriateness.
The following reasons for delay are always considered appropriate and are suitable for a time extension:
Changes to the agreed work that the customer desires
Delay of the customer
Other conditions of the customer arising without Exigo’s fault
Conditions that occur without fault of Exigo and over which Exigo is not master, e.g. war, unusual natural events, fires, strikes, lockouts or vandalism
Public orders or prohibitions not due to Exigo’s own circumstances
The parties, with the restrictions or additions specified in these Terms and Conditions, are liable under the general rules of Danish law. Exigo assumes no liability to third parties.
Exigo is entitled to compensation for damages resulting directly from the delay of the customer or other culpable conditions at the customer.
Unless otherwise agreed in writing in connection with the respective task, Exigo shall not be liable for delays or errors and work defects which lead to operating losses, loss of earnings and other consequential damages, indirect damages and financial consequential damages to the customer. However, the restriction does not apply if Exigo acted with gross negligence.
Exigo’s liability to the customer is always limited to three times the fee agreed for the assignment, and if no fixed fee has been agreed, then the consideration appropriate to the contract. Irrespective of this, Exigo’s responsibility for a project or individual customer in the same calendar year can not exceed DKK 5,000,000.
In the case of late liability, Exigo’s liability for damages was agreed at half (0.5)% per week commenced but not exceeding 10% of Exigo’s fee.
Retention of title
All services and products of any kind offered by Exigo remain the property of Exigo until all amounts connected with the delivery including all interest and costs have been fully paid.
If the customer enters insolvency proceedings and fails to comply or enters into the agreement, the customer is obliged to return the services provided to the customer upon request.
Exigo has full copyright and use rights to the data and materials developed for the customer.
The customer receives a non-exclusive, transferable right to use the data and materials developed by Exigo.
If the customer assigns the right of use without authorization to a third party, the customer is liable to Exigo for each violation with DKK 1,000,000.
Exigo pledges itself to not disclose confidential information to third parties in connection with the execution of certain projects and cooperation in general. However, Exigo may, for marketing purposes, indicate the customer or project as a reference.
Exigo does not disclose the customer’s personal information to third parties without the explizite consent of the customer.
Data and material developed for the customer are to be treated strictly confidential and may not be passed on to third parties.
Disputes and applicable law
All disputes arising out of the parties’ agreement or which are related to this, are settled by Exigo’s choice at the Danish courts or by arbitration in accordance with ABR89.
All legal issues that may arise in connection with the agreement and any underlying deliveries must be assessed in accordance with Danish law, except for Danish law on international private law (no renvoi).