Terms & conditions

General Terms and Conditions for deliverance of services from Visiolink Aps.

 

a. Unless other written agreements have been made these general terms and conditions apply to all deliverance of services to the Client from Visiolink (Visiolink ApS, VAT no.: 27665314). Any given Standard Purchase Conditions, General terms of purchase of services or other corresponding terms and conditions are only valid if accepted in written by Visiolink.

 

a. Visiolink will deliver systems for interactive marketing solutions, online publishing of newspapers, magazines, brochures or similar and/or live and/or on-demand streaming through Adobe Flash and Adobe Flash Communication Server together with hosting and hereby connected services in relation to separate contract (hereafter mentioned as “Agreement”). Unless other written agreements have been made Visiolink is entitled to deliver their services through subcontractors. 

b. Unless other written agreements have been made the Client of own operation and on his own account responsible for acquiring the relevant software licenses.

 

a. Unless other written agreements have been made all services delivered by Visiolink are settled after time spent by Visiolink and at the current fee per hour or other relevant fee for the service in question. If Visiolink at the request of the Client is involved in problem identification and/or problem solving  that turns out not to be due Visiolink's service, Visiolink is entitled to invoice the Client in accordance to before mentioned. Beforehand determined fees concerning a certain period including the fees of Visiolink's hosting and possible scheduled maintenance due to the relations of the Client and distress cf. Section 3 d, the month is invoiced monthly at the end of the month. Unless other written agreements have been made all  invoices will fall due 14 days after the date of the invoice.

Invoices that have not been paid will be yield interest with 2 % for each month or part of a month from the date of the invoice till the amount has been credited to the bank account of Visiolink.

b. Unless other written agreements have been made, all fees are regulated, including the regular fees once annually the first of January in accordance with the development of the net price index. 

c. All expenditures that may occur on request of the Client in relation to possible revision of the configurations of the system, procedures regarding the solution of the Client solely fall on the Client.   

d. In addition to the mentioned fee in Section 3 a  Visiolink is entitled to have any expenses refunded.

 

a. Visiolink has the sole right to all deliveries till any outstanding amount , including purchase price, expenses and rates concerning the delivery has been paid. 

 

a. The Client guarantees that all usage of Visiolink's services including hosting takes place with legal purposes in mind and in agreement with the existing laws including the personal data protection act and the marketing law as well as any general terms determined by Visiolink. 

b. The Client guarantees that the Client is entitled to use the software and the content that is provided by Visiolink  as well as the Client guarantees that Visiolink legally can host and provide services in the agreed extend.

c. In case the usage of the solution of the Client that is hosted by Visiolink according to Visiolink violates legislation or other Visiolink is entitled to without responsibility to hinder all access to the solution of the Client. In such case Visiolink must inform the Client in written immediately in preparation for the safeguarding of the interest of the Client.

 

a. The Client is obligated on his own account to assist Visiolink to the extent that is required according to Visiolink in order for Visiolink to deliver the agreed services including personnel. material, space and other  facilities.

 

a. The Client is obligated to inform Visiolink of the name of the contact person that on behalf of the Client is authorized to maintain the contact with Visiolink as well as settling all the necessary agreements in order to complete with the Agreement.  

 

a. The Client is according to written demands obligated on the request to exempt Visiolink from any demand, including economical demands that originates from the use of hosted or maintained material that can be held against Visiolink by their party including public authorities and right owners. The responsibility of the Client includes the obligation to refund any expenditures of Visiolink as a result of the demand, including Visiolink's expenses to attorneys, expenses for court cases etc. The obligation of exemption is contingent on Visiolink immediately having inform the Client of the demand and given the Client a reasonable possibility to safeguard its interests. 

 

a. If it is estimated by Visiolink to be necessary for the deliverance of the services of Visiolink, the Client is to a reasonable extend obligated to update his hardware/software according to the specifications of Visiolink.

 

a. The Client is obliged to conceal any user-names and passwords that the Client has been assigned by Visiolink. The Client is personally liable for any abuse of the user-names and passwords in question regardless of the abuse being performed by the Client's own employees or a third party that has got possession of the user-names and passwords of the Client.

 

a. Unless other written agreements have been made the Client of his own hosting and expenses obligated to ensure that there at any time exists updated backup copies of all data and applications, hosted by Visiolink together, as well as being obligated to at the motion of Visiolink to put these backup copies to Visiolink's disposal free of any charge.

 

a. In case the Client wishes it, Visiolink is obliged to conceal any information regarding the Client. If so the Client must announce this in written and mark all relevant documents etc. with the information on this subject. e.g. by marking them in written with “Confidential” or the like.

 

a. The Client is obliged to predict to Visiolink with at least 10 work days preceding notice any intended changes in their computer system that may or may not will influence the performance of the system. If Visiolink can accept this change Visiolink will inform the Client in written giving an indication of the significance the changes will have on the deliverance of Visiolink's services, including the agreed up-time, response time etc. including the Visiolink fees. If the customer makes any changes without the previous written approval, Visiolink is entitled to terminate the Agreement without warning as well as without warning change their fee. If Visiolink chooses to terminate the Agreement all amounts that the Client is obliged to pay during the duration of the Agreement are considered due regardless of Visiolink having delivered the services in question or not and the Client is obliged to pay the credit note without objections after having received the invoice.

 

a. If Visiolink according to the Agreement has claimed guaranteed up-time, response time or any other the guarantee is conditioned that the qualifications of Visiolink for the guarantee including the extend of traffic etc. has been fulfilled. Furthermore the Client cannot call on the guarantee if there subsequently to the signing of the Agreement has been made changes to the conditions or technical circumstances. Finally a condition for the guarantee is that Visiolink estimates that the Client has completed his obligations in accordance to Section 6 as well as having signed the Agreement.

 

a. Visiolink is the sole and exclusive owner of the services and products and the underlying software code and all Intellectual Property Rights in relation to the Services and products.

 

a. The Client is obliged to continuously control the deliverance and services of Visiolink. In case the Client observe insufficiency in a deliverance or a service the Client must immediately file a complaint to Visiolink. If the complaint is not filed in time the Client forfeit the right to make the  insufficiency valid towards Visiolink.

 

a. Unless other written agreements have been made the agreement can only be terminated with a written notice of termination at the expiration of the initial 36-month-period or at the expiration of a following 12-month-period.

 

a. If one of the Parties significantly violates the Agreement and the violation is not corrected within 14 days after a written demand, the non-violating party is entitled to terminate the Agreement. The 14 days notice is not valid id the violation has character of payment violation or other mentioned changes in accordance to Section 13.

b. Regardless of the reason for termination and regardless of who terminates the Agreement the Client does not have a right to get already invoiced amount refunded. 

 

a. Visiolink may temporarily disconnect the provision of Services without liability on its part for maintaining or upgrading its systems. It may also temporarily terminate the Services to comply with a legal order or request from an emergency service, governmental or other authority. In such circumstances, whilst Visiolink would endeavor to give Client prior notice of termination, we may be unable to do so and are not obliged to do so.  

b. Visiolink's liability for damages can regardless of the damage, including coarse carelessness from part of Visiolink's employees can never exceed DKK 50.000.

 

a. By accepting this Agreement Client acknowledges and automatically authorize Visiolink to use Client’s name and logo for the express and sole purpose of identifying Client as a client of Visiolink in its marketing material, both print and electronic. Client automatically authorizes Visiolink to create a hyperlink from Client’s Web site to Visiolink's web sites.

b. Visiolink is entitled to apply the text “Powered by Visiolink” at any deliverance and let this text link to www.visiolink.dk or any other Visiolink website.

 

a. Visiolink cannot be held responsible for the Client if there after the signing of the Agreement occur an extraordinary event or circumstance beyond the control of the parties preventing Visiolink from fulfilling their obligations under the contract. Such circumstances can be: war, mobilization, strike, riot, terror-actions crime, shortage on supplies, absence or delays of delivery from suppliers, fire, lack of means of transportation, currency restrictions, obstruction of import or export, death, computer virus, hacking or any other circumstances that Visiolink do not have any direct control over. In case one or more of the mentioned circumstances occur Visiolink has any right to postpone the deliverance of their services or can free of liability terminate the Agreement completely or partially. 

 

a. The Client cannot assign its obligations according to the Agreement without any preceding written accept from Visiolink. Visiolink is with no limitations entitled to assign its rights and obligation to a third-party according to the Agreement. Such accept from Visiolink shall not be unreasonably withheld.

 

a. Unless other written agreements have been made explicitly any dispute between the parties are handled by the The Danish Maritime and Commercial Court as venue. The Choice of Law does not include Danish Courts international Civil Right Laws. Regardless of before mentioned Visiolink is   entitled to bring charges, this includes for non-payment, in court in the jurisdiction where the Client has his business. Furthermore Visiolink is entitled to summon the Client to attend in the jurisdiction  where a possible case against Visiolink has been brought to charges, including cases brought to charges by rights owner or public authorities, as well as the customer in such cases is entitled to recognize the venue that must be valid in the principal matter.