Terms of Sale and Delivery
We believe in a constructive and informative collaboration with you as our customers with clear communication and mutual trust in all the tasks we perform within marketing service: https://w360.dk/.
Therefore, we want to best secure you as a customer by having clear rules for our terms of sale and delivery.
We are convinced that we will have a good collaboration with you.
Last revised 1st September 2022.
Use. General sales and delivery terms (“Conditions”) apply to all agreements regarding W360 ApS, VAT number 36488697, (“The Company”) sale and delivery of services in, among others, Website, Webshop, programming, advertising, SEO, and marketing to business customers.
2. Contract Basis
Contract basis. Together with the Company's offers and order confirmations, the Conditions constitute the total contract basis regarding the Company’s sales and delivery of services to the customer (“Contract Basis”). The customer's purchase conditions printed on orders or otherwise communicated to the Company do not form part of the Contract Basis.
Changes and additions. Changes to and additions to the Contract Basis are only valid if the parties have agreed in writing.
Legal status. Each party must immediately notify the other if the party changes its status as a legal entity, is declared bankrupt, undergoes reconstruction, or voluntary liquidation.
Standard. The services the Company sells and delivers to the customer are professionally executed.
Customer's participation. The customer must give the Company access to staff and information to the extent necessary to provide the services.
Legislation and standards. The Company is not liable for the services meeting legislation or standards or being used for specific purposes unless otherwise agreed in writing.
4. Price and Payment
Price. The price for the services follows the Company's current price list when the Company confirms the customer's order unless otherwise agreed in writing. All prices are exclusive of VAT.
Purchase of licenses. Expenses for purchasing software licenses or other directly related to providing the service will be refunded by the customer at cost plus a 10% handling fee unless otherwise agreed in writing.
Payment. The customer must pay all invoices for services no later than 8 days after receiving the invoice, unless otherwise agreed in writing.
Unless otherwise agreed, the delivery is paid over 3 installments. 40% of the contract price is paid by the Buyer upon acceptance of the agreement. An additional 40% is paid when the agreed is ready for testing by the Buyer. The remaining 20% is paid by the Buyer upon final delivery (see definition of final delivery in §7, clause I).
5. Delayed Payment
Interest. If the customer fails to pay an invoice for services on time for reasons the Company is not responsible for, the Company has the right to an interest of 0.60% per commenced month, as well as a fee of 100.00 DKK per reminder.
Cancellation. If the customer fails to pay a due invoice for services no later than 14 days after receiving a written payment demand from the Company, in addition to interest under section 5.1, the Company has the right to: (i) cancel the sale of services related to the delay, (ii) cancel the sale of services not yet delivered to the customer or demand prepayment for them, and/or (iii) exercise other remedies.
6. Offer and Invoice
Offer. Only written offers and agreements/minutes are binding.
Offer. The Company's offer is valid for 28 days from the date the offer is dated, unless otherwise stated in the offer.
A purchase is final when the Buyer has accepted the offer in writing. The agreement cannot be canceled, changed, or postponed by the Buyer thereafter without written consent from the Company, and then only against payment of incurred costs.
If the Buyer believes the information in a received order confirmation or the terms of these sales and delivery terms conflict with the agreed agreement, the Buyer must immediately complain in writing.
Invoice. The Company aims to send an invoice to the customer no later than 5 working days after accepting the offer.
Final delivery of the Buyer's product occurs in one of the following events: (i) 14 days after the product goes live (ii) 30 days after the Buyer's testing period starts (iii) 60 days without the Buyer's response to the Company's inquiries
Delivery time. The Company delivers services no later than the time stated in the Company's offer. The Company has the right to deliver before the agreed delivery time unless otherwise agreed. Indicated delivery times are subject to any delays from the customer regarding specifications, clarification, delivery, availability, etc.
Examination. The customer must inspect all services upon delivery. If the customer detects a defect or deficiency that they wish to invoke, it must be immediately communicated in writing to the Company. If a defect or deficiency that the customer has or should have detected is not communicated in writing to the Company within 14 days of delivery, it cannot be claimed later.
Approval. After the Company delivers a service and the customer approves a service (e.g., webshop, website, programming, advertising, or SEO), the service is considered delivered and approved, and the customer loses the right to claim any defects.
Upon final delivery of the product, the Company is no longer responsible for the maintenance of the delivered product, unless otherwise agreed.
After the final delivery of the product, the Company is not responsible for correcting errors or deficiencies as part of the original delivery. Software requires maintenance, and functionalities can be affected by third-party updates or changes.
In the correction of major errors, deviations, or deficiencies, which the Company could not reasonably be responsible for or could have avoided, the Customer will be invoiced at the agreed hourly rate.
If the Buyer reasonably could have made the Company aware of an error, deficiency, or deviation well before a delivery and has not done so, and if the failure to do so affects the extent of the correction, the Customer will be invoiced at the agreed hourly rate.
8. Delayed Delivery
Notification. If the Company expects a delay in the delivery of services or if the customer has not provided material and specifications as agreed, the Company will inform the customer about it and simultaneously state the reason for the delay and the new expected delivery time.
Once the entire agreement is paid, all rights to the final product transfer to the Buyer, unless otherwise agreed.
The Company has the right to reuse general parts of code and material produced in connection with the service internally or for other customer projects. As a rule, the Company does not have the right to copy significant functionality to a directly competing product or service.
The Buyer can at any time get data, code, and material to which the buyer has rights, and which the Company holds, upon written request to the Company. It can take up to 30 days before delivery, as data, code, and material must be handed over reasonably and securely. The Company is not obliged to retain data, code, and material after final delivery.
The Buyer guarantees that all text, graphics, images, design, trademarks, or other content transferred to the Company for use in the product is owned by the Buyer or that the Buyer has permission from the rightful owner to use it.
Liability. Each party is responsible for its actions and omissions according to applicable law, with the limitations that follow from the Contractual Basis.
The Company ensures that the delivery is carried out in accordance with good IT practice, including using tested design methods, quality standards, programming languages, and software development tools. The Company also ensures that the delivery otherwise is performed in accordance with what has been agreed upon. Furthermore, the Company guarantees that the delivery is performed to the best of its ability to meet the Buyer's needs within the budget and timeframe as the Company has understood it and described in the offer.
The Company does not take responsibility for errors or deficiencies that have arisen due to incorrect or inadequate operation, accidents, changes in third-party software and APIs, or other similar conditions.
The Company is not liable for loss of profit, loss of production, lost revenue, expected savings, loss or corruption of data, as well as indirect loss or consequential damages.
Additionally, the Company does not have product liability beyond the rules of the product liability law.
The Company is not liable for losses and damages due to technical errors, including breakdowns of or lack of access to the Company's and the Company's suppliers' servers, damage to data resulting from communication problems in technical systems, failures in power supply, or telecommunication systems.
The Company is not liable for breakdowns or impact on information on the website due to force majeure events including war, rebellion, strike, lockout, blockade, seizure, fire, theft, unusual natural conditions, pandemic/epidemic, or the like.
Liability Limitation. Regardless of any opposing terms in the Contractual Basis, the Company's liability towards the customer cannot in total exceed 100% of the sale of services that the Company has net invoiced to the customer.
Indirect Loss. Regardless of any opposing terms in the Contractual Basis, the Company is not liable to the customer for indirect losses, including loss of production, sales, profit, time, or goodwill unless it is caused intentionally or through gross negligence.
Force Majeure. Regardless of any opposing terms in the Contractual Basis, the Company is not liable to the customer for failing to fulfill obligations attributable to force majeure. The exemption from liability persists as long as force majeure persists. Force majeure refers to conditions outside the Company's control and which the Company could not have foreseen at the time of the agreement.
11. Intellectual Property Rights
Infringement. The Company is not liable for the infringement of third-party intellectual property rights by provided services unless the infringement is intentional. To the extent the Company may be faced with claims regarding the infringement of third-party intellectual property rights by provided services, the Customer must indemnify the Company unless the infringement is intentional.
Disclosure and Use. The Customer may not disclose, use, or enable others to use the Company's trade secrets or other information of any kind, which is not publicly available.
Protection. The Customer may not improperly obtain or attempt to obtain knowledge of or access to the Company's confidential information as described in clause 12.1. The Customer must handle and store the information properly to prevent it from inadvertently becoming known to others.
Duration. The obligations of the parties according to clauses 12.1-12.2 apply during the collaboration between the parties and are unlimited in time after the termination of the collaboration regardless of the reason for the termination.
13. Processing of Personal Data
Processing. The Company processes personal data with due regard to the data protection regulation and law. Information about the Customer's name, address, email, phone number, etc., is used solely in connection with the Customer's order and communication.
Rights of the Data Subject. The Company complies with the rights of the data subject (including the right to access, rectification, deletion, limitation of processing, objection, data portability, complaint, and the right not to be subject to a decision based solely on automated processing, including profiling).
Storage and Disclosure. The Company retains the information as long as it is necessary for the purpose for which the information is processed. The Company neither discloses, sells, nor otherwise transfers information to third parties unless the Customer has consented to this.
14. Applicable Law and Jurisdiction
Applicable Law. The collaboration between the parties is in all respects governed by Danish law.
Jurisdiction. Any dispute that may arise in connection with the collaboration between the parties must be resolved by a Danish court. Any dispute or disagreement should first be attempted to be resolved through negotiation. If the parties do not manage to find an amicable solution to the dispute in this way, any party is entitled to bring the matter to court in the location where the Company has its business domicile.
The Company can decide whether it should be a court proceeding or arbitration case.