Terms of trade
Terms of trade
The following sales and delivery conditions apply between the Customer and InnerPoint to the extent that they are not deviated from by express agreement to this effect between the parties.
NB: The copyright / right of use for the works is first transferred to the Customer upon payment of the issued invoice (cf., inter alia, 3.1 & 7.1) – Unless otherwise agreed.
Holtebakken 57, 2990, Level
+45 71 55 07 97
Offer and agreement
1.1. Offers are binding on the Customer for 8 days from the issuance of the offer.
1.2. Agreement is entered into when Customer’s acceptance is received by InnerPoint.
2.1. All prices are excl. VAT, which will always be stated in the offer.
2.2. All prices are given on the basis of the specifications received from the Customer. If specifications change appreciably, InnerPoint reserves the right to additional payment upon notice and agreement with the Customer.
2.3. In addition to the agreed price, InnerPoint is entitled to demand payment for:
2.3.1. Work incurred as a result of the basic material provided by the Customer to InnerPoint, including information about the scope of the task and the nature of the material, turns out to be incomplete, unsuitable or incomplete.
2.3.2. Work performed in connection with corrections in the delivered material – after the work has begun.
2.3.3. Overtime or other measures agreed with the Customer after the conclusion of the agreement.
2.3.4. Work that is priced in quotes according to an estimated time consumption. This will always appear from the description in the submitted offer.
2.3.5. Work that is necessary for the completion of the agreed task, but which is indisputably outside the tender submitted.
3.1. After final payment and transfer of the product, the Customer receives relevant files, graphic material, codes, etc., and the final right of use is transferred to the Customer.
3.2. With those in pkt. 3.2. the said reservation takes place at the time agreed with the Customer. If no such delivery time is agreed, delivery will take place when InnerPoint work is completed.
3.3. Delayed or prevented delivery due to any of the in pkt. 10.1. said circumstances or the Customer’s action or omission, InnerPoint is entitled to an extension of the delivery time. Should an event such as the above cause the fulfillment of delivery obligations to become more expensive, InnerPoint is, however, obliged to carry these out if the Customer declares that he wants to indemnify InnerPoint by paying the calculated additional price.
3.4 Delivery is deemed to have taken place by InnerPoint notification to the Customer, as well as by transfer of prepared material or relevant codes.
4.1. Unless otherwise agreed, payment must be made within 8 days of the invoice date.
4.2. Interest accrues from the due date in accordance with the Interest Act.
4.3. At InnerPoint’s request, the Customer is obliged to provide a bank guarantee as security for payment. If the request is made after the conclusion of the agreement, InnerPoint exempts the Customer from any expenses associated with this.
4.4. If the Customer’s circumstances are the reason why an agreement cannot be implemented continuously, InnerPoint is entitled to partial invoicing.
5. Customer’s obligations
5.1. The customer undertakes to comply with Danish law. The customer is responsible for the legality of the material and the information that is made available to the public, including that material and information does not violate the rights of third parties or may offend the public. When creating a domain name, the Customer warrants that he has the right to the name in question and that its use does not infringe the rights of others, including trademark rights.
5.2. The Customer undertakes to and is responsible for ensuring that relevant information about the Customer, including name, address, postal code, telephone number, e-mail address as well as company name and CVR no. is always correct at InnerPoint, which is why the Customer must immediately notify InnerPoint of any changes herein.
6. InnerPoint’s obligations
6.1. InnerPoint is entitled to remove material without prior notice, which in InnerPoint’s discretion is illegal, offensive in nature or otherwise contrary to good practice and use, if this is not complied with by the Customer himself.
6.2. InnerPoint is also entitled to dismantle and close without notice the domains and servers that, in InnerPoint’s discretion, contain material of the above nature or hyperlinks to the same.
6.3. InnerPoint is entitled to dismantle and close domains and servers without notice, as well as to withdraw already delivered products / services, if the Customer does not comply with the general terms and conditions and / or special agreements between the parties.
6.4. In the event of cancellation, closure or withdrawal as a result of the Customer’s default and / or other forms of breach of the agreement between the Customer and InnerPoint, prepaid amounts will not be refunded to the Customer.
7. Property rights, copyright, etc.
7.1. Upon final payment, the Customer receives a right of use over all material produced under the auspices of InnerPoint to the Customer (the right of use does not include the right to resell the layout, design, etc.). However, there may be elements that have been added to the task solution from the outside, where InnerPoint takes reservations in relation to ownership and right of use. The ownership of sketches, layouts, interest drawings, text proposals, etc., regardless of the technique used to produce them and the manner in which they are stored, belongs to InnerPoint and may not be transferred to third parties without approval.
7.2 InnerPoint reserves the right to use the work performed as a reference for sales and marketing purposes.
8.1. The agreement can be terminated for both parties in accordance with the applicable rules of the Sale of Goods Act.
8.2. In the event of delayed delivery due to audit rounds or the Customer’s non-compliance with agreed deadlines for delivery of work material etc., this can not be considered a material breach of the agreement in accordance with the provisions of the Purchase Act, and can therefore not be used as a basis for termination of the agreement.
9.1. InnerPoint has no responsibility for visual and functional errors and omissions, related to matters which are not explicitly specified in writing by the Customer or InnerPoint prior to the conclusion of the agreement, or which the Customer has not corrected in writing in proofreading, proofreading or final approval, unless unintentional technical errors on the part of InnerPoint.
9.2. Minor deviations from the approved test or agreed specification do not entitle the Customer to a price reduction or to refuse to accept what was ordered.
9.3. If the delivery proves to be defective, the Customer is obliged to complain about this immediately. If a complaint is not made, or the Customer complains too late, the Customer loses the right to claim the defect.
9.4. If the Customer himself provides paper or other for the delivery, InnerPoint is not liable for errors or defects that can be attributed to it.
9.5. InnerPoint is not responsible for resolving issues related to external program updates, new versions, or programs that cease to be widely used.
10.1. In case of delay and in case of defects in the delivered goods, InnerPoint has no liability where the delay or defect is due to defects in or damage to production equipment that has demonstrably caused delay or damage to production, in case of labor disputes of any kind and otherwise any circumstances over which InnerPoint has no control, such as fire, water damage, natural disasters, local and national action plans. pandemics (such as covid-19), war, mobilization, or unforeseen military calls of a similar magnitude, requisition, seizure, riots, riots, currency restrictions, lack of means of transportation, general shortages, restrictions on power, export and import bans, and other similar force majeure situation.
10.2. Delay or defective delivery is covered by the in pkt. 10.1. stated discharge from liability if the reason for the subcontractor’s delay or non-performance is one of those in p. 10.1. mentioned circumstances or the termination of the business.
11. Reservations and disclaimer
11.1. Innerpoint is not responsible for financial losses and consequential damages. Including loss of data, lost revenue, claims from third parties or goodwill.
11.2 Illegal business operations can never lead back to Innerpoint as neither fully nor partially responsible.
12.1. InnerPoint is entitled to have work performed in whole or in part by subcontractors. If the choice of subcontractor is stated to the customer in connection with. the conclusion of the agreement, eg by specifying 3rd party products on offer or order confirmation, InnerPoint can not subsequently be held liable for defects in the subcontractor’s deliveries.
12.2. InnerPoint uses third-party products when hosting web solutions. InnerPoint cannot be held responsible for problems resulting from changes to 3rd party products and services, including replacement of or upgrading of server and software that occur after the solution is handed over to the Customer.
13. The Purchase Act
13.1. Danish legislation, including the Purchase Act, applies to this agreement to the extent that the legal status is not determined in the text of the agreement or in these sales and delivery conditions. Any dispute regarding the interpretation of the agreement or the fulfillment and enforcement of the conditions can only be brought before the court in Copenhagen.
Last revised: July 2021