These general terms and conditions of sale and delivery (hereinafter referred to as "Terms") apply to Böhme ApS, CVR number 38397095 (hereinafter referred to as "Supplier") for the sale, development, and delivery of products, software, implementation services, consulting services, and other services to business customers. Any changes to these Terms must be expressly agreed upon in writing between the Supplier and the customer (by the authorized representatives of the parties).

The Terms, together with the Supplier's possible offers and order confirmations, constitute the entire agreement between the Parties (the "Agreement"). The customer's standard terms or general conditions of purchase do not form part of the Agreement, as the Agreement reflects the basis for the Supplier's services accepted by the Parties.

The Supplier and the customer are collectively referred to as the Parties.

1. Supplier's Service

The Supplier provides services to the Customer in accordance with good industry practice and in accordance with these Terms and the Agreement Basis. Compliance with laws, norms, standards, or regulations is only part of the Supplier's service to the extent that it is expressly stated in the Agreement Basis. The Supplier guarantees that the consultants provided for the delivery of services have the relevant qualifications. The Supplier is solely responsible for its own services and not for other services, tasks, or obligations that are not explicitly described in these Terms or the Agreement Basis.

All delivery times provided by the Supplier are indicative unless otherwise expressly agreed in writing between the Parties. The Supplier assumes no responsibility for non-compliance with such indicative delivery times. However, the Supplier will notify the Customer of delays as soon as possible without undue delay.

The Customer is responsible for ensuring that the Supplier's services are sufficient to meet the Customer's needs, requirements, and expectations. The Customer acknowledges that the Supplier's services may not be error-free or without inconveniences in every respect. To the extent that the result of the Customer's services must meet particular or specific purposes for the Customer, it is the Customer's responsibility to describe such purposes in the task description. The Supplier only guarantees the fulfillment of the Customer's purposes if it is expressly agreed in the Agreement Basis.

2. Customer Obligations

The Customer is obligated to fulfill all its obligations as specified in these Terms and the Agreement Framework. These obligations include associated and ancillary duties, services, functions, and responsibilities that are not explicitly stated but are necessary for or naturally part of the Customer's obligations, or that can reasonably be required for the Supplier to provide the services according to these Terms and the Agreement Framework.

Furthermore, the Customer is obligated to:

(I) actively participate in the Supplier's delivery of services, including providing sufficient and qualified resources to the Supplier to the necessary extent and at the Supplier's reasonable request,
(II) inform the Supplier of all details regarding the Customer's internal procedures, processes, and systems (including their composition and maintenance) that the Supplier deems necessary for the delivery of the services,
(III) ensure that the Customer's other suppliers cooperate with the Supplier and provide information that the Supplier considers necessary for the delivery of the services, and
(IV) make the decisions that the Supplier may require concerning the Supplier's planning and delivery of services (such decisions must be made within a reasonable time, depending on the nature of the decision).

If the Customer's fulfillment of its obligations is delayed or deficient, the Customer is obligated to indemnify the Supplier for all costs resulting from the delay (including, but not limited to, costs due to schedule changes and wasted allocation of resources). Additionally, the Customer must cover all reasonable costs incurred by the Supplier for any work that must be redone or additional work required due to the Customer's deficient or delayed fulfillment of its obligations.

In addition to indemnification, the Supplier is entitled to an extension of the agreed delivery deadlines for the Supplier's services.

3. Prices and Terms of Payment

Unless otherwise agreed in writing between the Parties, the Supplier is entitled to invoice its services based on time spent according to the Supplier's applicable hourly rates, as per the current price list (adjusted annually on January 1st). Any amount that the Supplier may inform the customer of should solely be considered an estimate and shall under no circumstances be considered binding for the Supplier, unless it is explicitly stated that the amount is fixed. All other services, including but not limited to products and software, are invoiced according to the agreed price.

All prices are exclusive of VAT and taxes.

The Supplier’s travel in its own vehicles in connection with the performance of services is reimbursed by the customer at hourly rates. Expenses for meals, lodging, etc., in connection with the performance of services are reimbursed by the customer at cost price plus a handling fee of 5%. Fee estimates or fixed prices do not include disbursements and travel expenses unless otherwise expressly agreed.

4. Payment Terms

Upon delivery of consultancy or implementation services, the Supplier is entitled to invoice the customer monthly and/or when the services or parts thereof have been delivered, unless a fixed rate payment has been expressly agreed. The invoice must specify the time spent and/or other relevant information. Delivery of products and software is invoiced upon delivery unless otherwise expressly agreed.

The Supplier’s invoices are due for payment 14 calendar days after the invoice date. In the event of late payment, interest will accrue in accordance with the provisions of the Danish Interest Act. If overdue amounts remain unpaid for more than 30 calendar days after the due date, the Supplier is entitled to withhold delivery of its services until the overdue amount is paid. The right of retention can be exercised for all of the Supplier’s services to the customer, regardless of the contractual basis.

If the payment default continues beyond 30 calendar days after the due date, the Supplier is entitled to terminate the agreement and claim compensation according to the general rules of Danish law. The same applies if the customer is subject to bankruptcy proceedings or reconstruction, or if there is otherwise a risk that the customer will not be able to pay the Supplier’s receivable at the due date.

If the customer wishes to dispute an invoice, this must be done in writing to the Supplier within 5 calendar days from the invoice date. The complaint must include a detailed description of the background and reasons for the customer’s complaint. If the customer fails to dispute within the deadline, the invoice is considered finally approved by the customer.

5. Customer's Testing of the Services

The customer is obligated to carefully examine the delivered services immediately upon delivery in order to ensure that the services comply with the agreed requirements. The customer must submit a written complaint regarding any defects that the customer may discover in the delivered services. The complaint must be made as soon as possible and, in any case, within 30 calendar days after delivery is completed. The complaint must include a detailed description of the defect.

If the customer begins using the services, either in whole or in part, the customer is considered to have accepted the services under all circumstances.

6. Defects in Services

If the customer has made a timely complaint (cf. section 5), the Supplier is obliged to remedy defects in the services within a reasonable time, taking into account the nature of the defect and its significance to the customer. The customer is not entitled to a proportional reduction in price due to defects. If a complaint is not due to a defect in the delivered services, the customer is obliged to compensate the Supplier for the time the Supplier has spent handling and following up on the complaint. Any work the Supplier undertakes beyond the obligations expressly described in this section 5 may be invoiced separately to the customer according to the Supplier's prevailing price list for consulting services.

The Supplier is not liable for defects if they are caused by (or increased due to):

(I) Normal wear and tear (II) Use contrary to the Supplier's instructions (III) Use contrary to the intended purpose (IV) Remediation or modification carried out by anyone other than the Supplier, and (V) Other circumstances for which the Supplier is not responsible

If remedying the defect proves impossible or involves significant costs for the Supplier, the Supplier may instead grant the customer a proportional reduction in the purchase price.

7. Limitation of Liability and Disclaimers

The Parties are liable according to the general rules of Danish law, with the limitations of liability and disclaimers specified in these Terms. Neither of the Parties shall be liable for indirect losses or consequential damages, including but not limited to production and profit losses, loss or restoration of data, defective data, overuse of internal or external resources, loss of savings, loss of reputation, or goodwill.

The Supplier's total liability for the services provided shall in no event exceed an amount equal to the total amount paid by the customer for the services that triggered the claim.

The Supplier is only liable for its own services and not for defects, delays, non-fulfillment of its obligations, or other matters under these Terms or the Agreement, if these are wholly or partially caused by (I) the customer's negligence, error, or breach, (II) other circumstances attributable to the customer or a third party, including but not limited to changes in the services made by the customer or a third party, (III) the customer's use of the services in a manner other than intended, (IV) fortuitous events, for which the customer bears the risk, and (V) losses covered by insurance taken out by the customer or for the customer's benefit.

If the services include software and/or products, the limitations of liability and disclaimers set by the Supplier or third parties for their use shall also apply to these parts of the services. Such limitations of liability and disclaimers shall apply in addition to those specified in these Terms.

Any claim shall expire 6 months after the event that gave rise to the claim, regardless of whether a Party was or should have been aware of the existence of the claim. However, this does not apply to the Supplier's claims for compensation for the services.

The Supplier shall not be liable for product liability in the relationship between the Supplier and the customer. The customer shall indemnify the Supplier against any claim that the Supplier may be required to settle based on product liability.

8. Intellectual Property Rights

All intellectual property rights to the services belong to the Supplier or its suppliers or subcontractors. Pursuant to these Terms, the customer acquires a non-exclusive, perpetual, royalty-free, non-transferable, including sublicensable, fully paid-up, and royalty-free license to use the portions of the services that the Supplier has developed specifically for the customer, for the customer's own internal purposes.

The license is conditioned upon the customer's payment of all fees, costs, and expenses pursuant to the Agreement. Separate terms may apply to the customer's use of the services, to the extent that the intellectual property rights and/or ownership rights to the services belong to third parties, including providers of standard software and/or products, or the services include the Supplier's own standard software. To the extent this is the case, the customer exclusively acquires the right to use such services in accordance with the terms and conditions established by the third party or the Supplier.

The Supplier has the right to use the general knowledge gained from providing the services to the customer. Consequently, the Supplier is entitled to develop, manufacture, and negotiate products and services identical to or resembling the services provided to the customer to third parties (excluding the customer's confidential information pursuant to point 10).

9. Indemnification - Intellectual Property Rights

The Supplier warrants that the services do not infringe upon any third-party intellectual property rights. The Customer shall promptly notify the Supplier in writing of any claim made by a third party, and the Supplier shall be entitled, but not obligated, to assume the case.

The Supplier is obliged to pay the Customer the amount awarded to such third party by a final judgment (or a settlement to which the Supplier has consented), subject to the liability limitations and disclaimers specified in clause 7.

10. Confidentiality

In connection with the provision of the services, each Party will have access to information about the other Party's research and development, business activities, products, services, and know-how. The Parties are obligated to treat all received information as strictly confidential and may not, without the prior written consent of the other Party, use such information for any purpose other than in connection with the provision of the services. This obligation also applies after the termination of the Parties' collaboration (regardless of the reason for such termination).
Access to confidential information shall be limited to the employees of the customer and the Supplier who are directly involved in the provision of the services. Notwithstanding the foregoing, the Supplier is entitled to include the customer in the Supplier's reference list for the purpose of the Supplier's marketing.

11. Personal Data

In the event that the Supplier, as part of the Delivery, gains access to personal data from the customer, covered by the Personal Data Act, the Supplier may only process such information in accordance with the customer's instructions and is otherwise obligated to comply with applicable data protection laws. The Supplier must implement the necessary technical and organizational security measures, including any additional measures that may be necessary, to prevent the specified personal data from being accidentally or unlawfully destroyed, lost, altered, or disclosed to unauthorized persons, misused, or otherwise processed in violation of the Personal Data Processing Act.

12. Force majeure

Neither Party shall be liable for non-performance of obligations due to a hindrance beyond the control of the Party, including but not limited to labor disputes (including global and local strikes and/or lockouts), fires, wars, riots, unrest, terrorism, natural disasters, pandemics, epidemics, currency restrictions, any impact of computer viruses, worms or similar, arrest, import and/or export bans, breakdowns or disruptions of public communication, supply, or transportation systems, including breakdowns or disruptions in public electricity supply, and any similar circumstances affecting a subcontractor's performance towards the Supplier.

13. Transfer

The Supplier is entitled to wholly or partially transfer its rights and obligations under these Terms and Conditions and the Agreement to a third party, provided there is a valid reason (for example, in connection with a total or partial business transfer). Nevertheless, the Supplier is always entitled to transfer its rights and obligations to affiliated companies within the group.

The Customer may not transfer its rights and obligations under these Terms or the Agreement without the Supplier's written consent. Even if such consent is granted by the Supplier, there may be additional terms for the transfer of services to the extent that intellectual property rights and/or ownership rights to the services belong to a third party. In such case, the services may only be transferred in accordance with the terms and conditions set by the third party.

14. Choice of Law and Jurisdiction

The cooperation between the Parties and the Parties' rights and obligations under the Terms and any Agreement shall be governed by Danish law, except for Danish law's rules on choice of international law.

Any dispute that may arise between the customer and the Supplier shall initially be attempted to be resolved through direct negotiation between the Parties. If the Parties are unable to resolve such a dispute, it shall be brought before the court at the Supplier's domicile.

Updated: 10-06-24