General terms and conditions for Aliro Docs ApS
The following section describes the general terms and conditions for cooperation and trade with Aliro Docs ApS.
1 Contractual basis
1.1 Contractual basis. These general terms and conditions apply to all oral and written agreements and contracts entered into between Aliro Docs ApS CVR number: 43 34 42 77 (hereinafter referred to as the Company) and the customer for document accessibility services.
1.2 Amendments and additions. Amendments and additions to the Contractual Basis are only valid if the parties have agreed to them in writing.
1.3 E-mail. E-mail is considered a written medium, which applies to all places in the terms and conditions where written is mentioned.
2. Services
2.1 Company's obligations. The Company will provide the services specified in the parties' agreement and associated appendices. This may be price estimates, offers or contract documents - depending on the scope of the project.
2.2 Customer's obligations. The Customer must make all necessary and relevant material available for the Company's performance of the assignment and provide the Company with all information necessary for the assignment.
2.2.1 Standards. It is the Company's responsibility to ensure that the services comply with the document accessibility standards issued by the relevant authority from time to time, unless the parties have agreed otherwise in writing.
3. Price and payment
3.1 Price. The Company will provide written quotations for all orders. All prices are exclusive of VAT.
3.2 Rush charges. Tasks that need to be completed with less than 24 hours' notice or tasks where the customer wants the Company to reprioritize other customer tasks are subject to a rush fee of +25%. The rush fee will be stated in any price estimate/quote and any contract.
3.3 Payment. The Customer shall pay all invoices for services within 30 days of receipt of invoice, unless the parties have agreed otherwise in writing.
4. Late payment
4.1 Interest. Late payment triggers interest on outstanding claims at the default interest rate applicable from time to time.
4.2 Termination. If the customer fails to pay an overdue invoice for services within 14 days of receiving a written demand for payment from the Company, the Company shall, in addition to interest under clause 5.1, be entitled to: (i) cancel the sale of the services to which the delay relates, (ii) cancel the sale of services not yet delivered to the customer or demand prepayment for them, and/or (iii) exercise other remedies for breach.
5. Offers, orders and order confirmations
5.1 Offers. The Company's offer is valid for 10 days from the date of the offer, unless otherwise stated in the offer. Acceptance of offers received by the Company after the expiry of the acceptance period is not binding on the Company unless the Company informs the customer otherwise.
5.2 Orders. The customer must send orders for services to the Company in writing.
5.3 Order confirmations. The Company aims to send confirmation or rejection of an order for services to the customer in writing within 2 working days of receipt of the order. Confirmations and refusals of orders must be in writing to bind the Company.
5.4 Change of orders. The customer cannot change an order placed for services without the Company's written consent.
5.5 Inconsistent terms. If the Company's confirmation of an order for services is not consistent with the customer's order or the Contractual Basis and the customer does not wish to accept the inconsistent terms, the customer must notify the Company in writing within 3 working days of receipt of the order confirmation. Otherwise, the customer shall be bound by the order confirmation.
6. Delivery
6.1 Delivery time. The Company delivers services no later than the time stated in the Company's order confirmation. The Company is entitled to deliver before the agreed delivery time, unless the parties have agreed otherwise.
6.2 Examination. The Customer shall inspect all Services upon delivery. If the customer discovers a defect or deficiency that the customer wishes to invoke, it must immediately notify the Company in writing. If a fault or defect that the customer has discovered or should have discovered is not immediately communicated in writing to the Company, it cannot later be claimed.
7. Delayed delivery
7.1 Notification. If the Company expects a delay in the delivery of services, the Company will inform the customer of this and at the same time state the reason for the delay and the new expected delivery time.
7.2 Termination. If the Company fails to deliver services within 2 days of the agreed delivery time for reasons for which the customer is not responsible, the customer may cancel the order(s) affected by the delay without notice by written notice to the Company. The customer shall have no other rights in respect of late delivery.
8. Liability
8.1 Liability and limitation of liability. Each party is liable for its own acts and omissions under applicable law subject to the limitations set out in the Contractual Basis with the limitations set out below, which shall apply regardless of whether the basis of liability is negligence or based on other grounds.
8.1.1 Liability is limited to an amount that cannot exceed the amount of the agreement that has given rise to the claim.
8.1.2 The Company shall under no circumstances be liable for indirect or consequential loss or damage, including loss of profit, loss of goodwill, loss of production, loss due to the fact that products and services delivered by the Company cannot be used as foreseen, loss as a result of agreements with third parties lapsing or being breached or loss due to data or information disappearing, being corrupted or similar, unless it is proven that there is intent or gross negligence by the Company.
8.1.3 The Company cannot be held liable for the content of the delivered product. Once the customer has approved the product for publication, the Company is not liable for errors, defects and any unforeseen consequences of the use of the product/delivery. The customer is solely responsible for the continued use of the product.
8.1.4 If a situation giving rise to liability can be attributed to defective services from a third party, the customer cannot obtain compensation from the Company.
8.1.5 The Company cannot be held responsible for storage of source files, links and other products after the product has been delivered, unless otherwise specifically agreed.
8.2 Force majeure. Notwithstanding any conflicting terms in the Contractual Basis, the Company is not liable to the customer for failure to fulfill obligations that can be attributed to force majeure. The exemption from liability shall continue as long as the force majeure exists. Force majeure shall be deemed to be circumstances that are beyond the Company's control and which the Company should not have foreseen when entering into the agreement. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flood, vandalism, strike, lockout, power failure, illness, failure of services and deliveries from third parties (including telecom and network suppliers).
9 Intellectual property rights
9.1 Ownership. Full ownership of all intellectual property rights arising in connection with the Company's performance of services, including patents, designs, trademarks and copyrights, belongs to the Company.
9.2 License. The customer has a perpetual, royalty-free, transferable license to use all intellectual property rights arising in connection with the Company's performance of services for purposes that fall within the customer's usual business area or as separately agreed between the parties.
9.3 Infringement. The Company is not liable for infringement of a third party's intellectual property rights by the services provided, unless the infringement is intentional. To the extent that the Company is accused of infringement of a third party's intellectual property rights by the services provided, the customer must indemnify the Company, unless the infringement is intentional.
10. Confidentiality
10.1 The Company. During and after completion of the project, the Company and its employees are obliged to treat information received about the Customer and the Customer's business relationships as confidential. If the customer so wishes, a separate confidentiality agreement will be signed.
10.2 The customer. The customer must also not disclose or use or enable others to use the Company's trade secrets or other information of any kind that is not publicly available.
10.3 Duration. The parties' obligations apply during the parties' cooperation and without time limit after the termination of the cooperation regardless of the reason for the termination.
11. Protection of personal data
11.1 The Company complies with the applicable rules on the protection of personal data, see separate document on the Company's privacy policy.
12. Applicable law, mediation clause and jurisdiction
12.1 Applicable law. The parties' cooperation is in all respects subject to Danish law.
12.2 Mediation clause. The parties undertake to resolve disputes by negotiating a solution with the assistance of an impartial mediator appointed via the Danish Mediation Institute (www.mediationsinstituttet.dk)
12.3 Venue. If an amicable solution cannot be found within a reasonable time; however, a maximum of 6 weeks, the parties may submit the case to the Danish courts. contact the Danish Data Protection Agency at: Borgergade 28,5., 1300 Copenhagen, telephone 33 19 32 00, e-mail: dt@datatilsynet.dk.
Download General Terms and Conditions for Aliro Docs ApS here