Terms & conditions
General Terms of Sale and Delivery of Visiolink ApS
1. Scope of application
1.1 These General Terms of Sale and Delivery shall apply to all agreements for delivery of services entered into between Visiolink ApS (hereinafter referred to as “Visiolink”) and Visiolink’s customers (hereinafter referred to as a “Customer”).
1.2 The Customer’s terms of purchase, general conditions for purchase of services or other similar conditions, if any, shall only apply if accepted in writing by Visiolink. In case of discrepancies between Visiolink’s General Terms of Sale and Delivery and any corresponding conditions of the Customer, Visiolink’s conditions shall take precedence at any time.
2.1 If no other written agreement has been made, these General Terms of Sale and Delivery shall apply to each sale and integration of services and products or other deliveries made by Visiolink to the Customer after this date.
2.2 Visiolink reserves the right to amend these Terms of Sale and Delivery. If so, the Customer must be notified of the amended terms, either by forwarding them to the Customer or by referring to Visiolink’s website. When the Customer has been informed of the amended terms, the Customer must inform Visiolink no later than one (1) month after such notification if the amended terms are acceptable. If no objections are made, the new terms shall apply to our future cooperation and on-going contracts after expiry of the one-month deadline. If objections are made against one or several provisions of the amended terms, the provision(s) currently in force shall apply to existing agreements while future agreements will be adjusted according to the new terms.
2.3 Any amendments to existing agreements or to these General Terms of Sale and Delivery must be in writing to take effect.
2.4 In case of discrepancies between an existing agreement and these General Terms of Sale and Delivery, the existing agreement shall take precedence.
3. Formation of agreement
3.1 Offers submitted by Visiolink will lapse thirty (30) days after they have been submitted. Submitted offers can, however, be freely revoked or amended at any time.
3.2 An offer is considered accepted upon:
1) Visiolink’s transmission of an order confirmation if the Customer has placed the order without having received a prior offer from Visiolink.
2) The Customer’s written acceptance or the Customer’s payment of the first instalment pursuant to an offer submitted by Visiolink.
4. Prices, terms of payment and the Customer´s breach of payment
4.1 Unless otherwise specified, all prices are stated in DKK, VAT excluded.
4.2 All services delivered by Visiolink which are outside the scope of the Agreement are charged by Visiolink on the basis of the time spent pursuant to the hourly rate applied at any time or any other relevant rate for the said service unless otherwise specified in the agreement between the parties. In such cases, Visiolink will enclose an hourly timesheet for the work delivered.
4.3 If Visiolink is involved in problem identification and/or problem solution upon request from the Customer, which turns out not to originate from Visiolink’s services, Visiolink may invoice the Customer as specified above. Fixed payments relating to a specific period, including payments to Visiolink for operation and any planned maintenance, are invoiced in advance. Services which, due to their nature, cannot be invoiced in advance, including e.g. non-planned maintenance caused by matters for which the Customer is responsible, and disbursements, are invoiced monthly in arrears. Payment of all invoices is due within eight (8) days of the date of the invoice.
4.4 Unless otherwise agreed, payment is due within eight (8) days of the date of the invoice. In case of delayed payment, a reminder fee of DKK 100 will be charged together with interest of two (2) per cent per month or fraction of a month from the date the payment was due and until the amount has been credited to Visiolink’s bank account.
4.5 In case of delayed payment, Visiolink is entitled to suspend the fulfilment of its obligations towards the Customer without prior notice as regards the specific delivery or as regards any other legal relations between the parties.
4.6 In addition, Visiolink may, without any restrictions, exercise a lien against the Customer’s data, applications and any equipment for any claims against the Customer. The right to exercise a lien shall apply regardless whether the Customer has objected to Visiolink’s claim.
4.7 If the Customer does not pay in due time, Visiolink reserves the right, without further notice, to suspend the access to the relevant service, the product or the delivery.
4.8 The Customer is not entitled to discharge Visiolink’s claim for payment by set-off, regardless whether the Customer’s claim originates from this or any other legal relations between the parties.
4.9 If it has been agreed that a service is to be delivered in multiple sub-deliveries and it has been agreed that the Customer shall not be invoiced until after the handover of the last sub-delivery, Visiolink is entitled to issue an invoice on account for the sub-deliveries handed over if the Customer at a certain time postpones any subsequent agreed delivery times.
4.10 Unless otherwise specified in the agreement between the parties, Visiolink’s prices are exclusive of costs of transport, any overnight stays and other disbursements paid on behalf of the Customer or in the interest of the Customer. Thus, in addition to the price agreed, Visiolink is entitled to invoice the Customer separately for all reasonable disbursements paid by Visiolink in connection with the required transport to and from the Customer’s business premises, overnight stays and similar during the agreement term. Travel by car is charged at the rates specified by the Danish Authorities and currently amounts to DKK 3.80, VAT excluded, per kilometre.
4.11 All payments, including fixed payments, are automatically adjusted once annually on 1 January in accordance with the development in the net price index, however, with a minimum of three (3) per cent. The adjustment is based on the net price index as of 1 October in the previous year.
4.12 If Visiolink’s basic assumptions for the price fixing fail to hold during the agreement term, Visiolink is entitled to change all payments, including fixed payments, with a notice of thirty (30) days.
4.13 The principles for calculating Gb traffic and Gb disc space specified in the contract are at any time determined by Visiolink. The Customer can at any time upon request ask to see the method of calculation.
4.14 All expenditure that may arise at the request of the Customer in connection with a possible revision of the system configuration, procedures etc. regarding the Customer’s solution rests solely with the Customer.
4.15 The Customer shall, at its own expense, assist Visiolink to the extent necessary in Visiolink’s opinion in order for Visiolink to deliver the agreed services, including staff, materials, premises and other facilities.
5. The agreed services
5.1 Visiolink is obliged to deliver the services to the Customer that have been specified in Visiolink’s offer or solution description.
5.2 Prior to Visiolink’s commencement of the delivery/the work it rests upon the Customer to ensure that Visiolink’s offer or solution description is exhaustive in terms of the service ordered by the Customer. Thus, the Customer is fully responsible for the delivery being unambiguously and exhaustively described in the offer or the solution description.
5.3 Any changes to the offer, the solution description or other terms of the agreement must be agreed in writing between the parties to take effect. Unless otherwise agreed, the Customer shall be fully responsible for the changes to the delivery or the agreement between the parties being unambiguously and exhaustively described.
5.4 It rests upon the Customer to make all necessary information available concerning the delivery.
6. Customer’s undertakings
6.1 The Customer warrants that any use of Visiolink’s services, including hosting, have a legal purpose and is in accordance with the legislation in force from time to time, including among others the Danish Act on Processing of Personal Data (persondataloven) and the Danish Marketing Practices Act (markedsføringsloven) and general guidelines issued by Visiolink.
6.2 In this connection, the Customer accepts that Visiolink without notice is entitled to issue general guidelines for the use of Visiolink’s services, including guidelines for sending e-mails and the nature of the content (e.g. racially offensive or discriminating content) on websites or any other of the Customer’s publications or services where products, solutions or services from Visiolink are used.
6.3 The Customer warrants that the Customer is entitled to use the software and the content serviced by Visiolink as well as the Customer warrants that Visiolink may lawfully host and service such software and content to the extent agreed.
6.4 If use of the Customer’s solution, which is hosted by Visiolink, in Visiolink’s opinion is contrary to legislation, orders, ethical matters or similar, Visiolink is entitled, without liability, to deny any access to the Customer’s solution without notice. If so, Visiolink shall without undue delay notify the Customer in writing thereof in order for the Customer to be able to safeguard its interests.
7.1 If a timetable has been agreed between the parties, it rests upon Visiolink to make deliveries in accordance with the timetable.
7.2 If the parties have agreed upon a timetable, such timetable must be presented to the Customer no later than at the kick-off meeting. The Customer is subsequently obliged to follow this timetable unless it is objected to within five (5) weekdays.
7.3 If no timetable has been agreed, the delivery must be made in such time, which according to the scope of the delivery and the general circumstances must be considered fair.
8. Cooperation during the work
8.1 The delivery must be made in consultation between the parties. The consultation must consist of ongoing contact between the parties’ contact persons.
8.2 The Customer shall, at its own expense, assist Visiolink to the extent necessary in Visiolink’s opinion for Visiolink to be able to deliver the agreed services, including staff, materials, premises and other facilities.
8.3 To the extent necessary, the Customer is responsible for coordination and planning of the delivery within its own company. A named person with the Customer must act as the Customer’s delivery manager and this person must be able to give a binding acceptance in relation to the delivery and in relation to agreements with Visiolink.
8.4 In connection with the performance of the delivery, Visiolink is entitled to use sub-suppliers to the extent this does not cause unnecessary nuisance to the Customer.
9. Additional work
9.1 Visiolink must notify the Customer’s delivery manager as soon as possible if any additional services or an extended delivery is required. Visiolink will notify the Customer if Visiolink considers the additional services or the extended delivery to be additional work not comprised by the delivery plan, the solution description or the offer.
9.2 If any additional work is required during the performance of the delivery, such additional work may be invoiced separately and in addition to the agreed payment/the agreed price.
9.3 Time spent for transport, meetings and related expenditures for meetings, which have not been planned in the delivery plan, the solution description or the offer, may be invoiced separately if communicated to the Customer before the relevant meeting.
10. Customer’s specific obligations
10.1 Upon receipt of a written demand, the Customer is obliged on demand to indemnify Visiolink from and against any claim, including financial claims arising from the Customer’s use of the hosted or serviced materials, which a third party may assert against Visiolink, including among others public authorities and rights owners. The Customer’s obligation includes the responsibility to compensate Visiolink for all costs resulting from the claim, including attorney’s fees and expenses paid by Visiolink or costs paid to other relevant advisors and other legal costs etc. The obligation to indemnify is conditional upon the fact that Visiolink without undue delay has notified the Customer of the claim and given the Customer a reasonable possibility to safeguard its interests.
10.2 Visiolink is only obliged to deliver the software version which in Visiolink’s opinion is considered relevant. If Visiolink considers it necessary for Visiolink’s delivery of services, the Customer is obliged to update its hardware/software to a reasonable extent as directed by Visiolink.
10.3 The Customer is obliged, at its own expense, to take out indemnity insurance for all equipment, including hardware and installations, located with the Customer, regardless who is the owner of the said equipment, and equipment located with Visiolink but owned by the Customer.
10.4 The Customer is obliged to keep confidential any user names and passwords delivered by Visiolink to the Customer. The Customer shall be liable for any misuse of the said user names and passwords, regardless if the misuse has been caused by the Customer’s own employees or a third party having obtained possession of the Customer’s user names and passwords without this being a result of circumstances that may solely be referred to Visiolink.
10.5 The Customer is obliged to notify Visiolink with ten (10) working days’ prior notice of any planned amendments of the Customer’s IT system which may affect the performance or stability of the system in order for Visiolink to be able to prevent deterioration on the Customer’s part. If Visiolink can approve the amendment, Visiolink will notify the Customer hereof in writing, including a specification of the impact of the amendment to the delivery of Visiolink’s services, including agreed uptimes, response times etc. and if the amendment has any impact on the payment to be made to Visiolink. If the amendments of the Customer’s IT system will result in increased costs for Visiolink, Visiolink is entitled to increase the price with an amount equivalent to Visiolink’s additional costs with the addition of a profit margin of thirty (30) per cent. Visiolink is furthermore entitled to invoice the Customer for hours spent on amending the delivery in order for it to fit the amendments made by the Customer to the Customer’s IT system. This will be based on the hourly rates applied from time to time.
10.6 If the Customer makes any amendments without Visiolink’s prior written acceptance, Visiolink is at its own discretion entitled to cancel the Agreement without prior notice or to amend the price, also without prior notice. If Visiolink chooses to cancel the Agreement, all amounts to be paid by the Customer during the term of the Agreement will be considered overdue, regardless if Visiolink has delivered the relevant services or not, and the Customer is obliged to pay Visiolink’s outstanding account without any objections upon receipt of an invoice.
11. Visiolink’s undertakings, if any
11.1 If Visiolink has undertaken guaranteed targets of service, uptimes, response times or otherwise in the Agreement, this guarantee shall be conditional upon the fact that Visiolink’s basic assumptions for the guarantee, including e.g. amounts of traffic etc., hold. Thus, the Customer cannot rely on this guarantee if these basic assumptions or the technical circumstances related to the Agreement in general have been amended after conclusion of the Agreement. Furthermore, it is a condition of the guarantee that the Customer in Visiolink’s opinion has complied with all its obligations and that the circumstances which the Customer has complained about are not due to the Customer’s own circumstances.
12. Completion of the work/defects in the work/complaints
12.1 When a delivery is complete, Visiolink will hand over the agreed delivery to the Customer. The nature of the delivery will depend of the scope and complexity.
12.2 The Customer shall subsequently, within reasonable time, submit a complaint to Visiolink of any registered errors and defects. Errors and defects for which a complaint has been submitted within thirty (30) days after a delivery was made will be remedied by Visiolink free of charge. If the Customer submits a complaint regarding errors and defects later than thirty (30) days after a delivery was made, Visiolink’s obligation to remedy errors and defects free of charge shall lapse, unless the Customer is able to document that the delivery made by Visiolink contains errors and defects.
12.3 The Customer is thus encouraged to test the delivery and its compliance with the solution description and any appendices immediately upon the delivery (“go live”).
12.4 In relation to the delivery, Visiolink creates a "test login" for all of the Customer´s publications enabling internal use.
12.5 If Visiolink is responsible for any errors or defects, remedial action must be commenced within reasonable time.
12.6 If it turns out during the remedial action that Visiolink is not responsible for an error, Visiolink is entitled to issue an invoice for the remedial work carried out on the basis of the time spent pursuant to the current price list.
12.7 Errors caused by circumstances related to the Customer’s operation, third-party software purchased by the Customer or the Customer’s own work cannot be attributed to Visiolink. Nor may the Customer make any claim against Visiolink for defects which the Customer has approved at an earlier time.
12.8 Visiolink assumes no liability for the functioning of hardware, software or similar, which is made available by the Customer or the Customer’s cooperation partners for the realisation of the delivery.
12.9 The Customer holds the burden of proof that any errors or defects may be referred to acts or omissions on the part of Visiolink.
13.1 If the parties have agreed upon a timetable, delay has occurred if the delivery has not taken place at the delivery date agreed upon. The delay will run until the date when delivery is made.
13.2 If the delay is caused by circumstances which are not included in the delivery from Visiolink, Visiolink is entitled to postpone the agreed delivery date with at least the number of days corresponding to the delay.
13.3 If any circumstances may justify further postponement, this is justified if Visiolink may document the reasonableness thereof.
13.4 The following causes of delay will always be considered reasonable and will justify a postponement of the deadline:
* Amendments of the agreed work requested by the Customer;
* Delay on the part of the Customer;
* Other circumstances on the part of the Customer with no fault on the part of Visiolink;
* Circumstances arising with no fault on the part of Visiolink and beyond Visiolink’s control, e.g. war, natural disasters, fire, strikes, lockout or vandalism;
* Public orders or bans which are not caused by Visiolink’s own circumstances.
13.5 If the Customer requests to postpone or amend a project in total or in part and this will result in additional time spent by Visiolink, Visiolink is entitled to invoice the Customer for the time spent.
13.6 The Customer shall be liable for making hardware, software and similar available in good time in order to avoid delays in the delivery.
14.1 In case of the Customer’s significant breach of the agreement, Visiolink may cancel the agreement if the Customer has not remedied the breach after having received a written notice of fourteen (14) days.
14.2 Significant breach may include:
- Misuse of Visiolink’s rights and passwords;
- The Customer’s bankruptcy or if the Customer is in suspension of payments;
- No reply to communication from Visiolink for more than one (1) week. This, however, shall not apply in the month of July.
14.3 In case of breach of payment or in case of breach of the obligations specified in clauses 6 and 10, Visiolink is entitled to cancel the agreement without prior notice.
14.4 Also, in case of Visiolink’s significant breach of the Agreement, the Customer may cancel the agreement if Visiolink has not remedied the breach after having received a written notice of fourteen (14) days.
14.5 Regardless of the reason of cancellation and regardless of which party cancels the agreement, the Customer has no claim for repayment of amounts already prepaid or invoiced.
14.6 The Customer is not entitled to claim remedies for breach if the circumstances have been caused by Visiolink’s sub-suppliers and Visiolink is able to provide documentation thereof.
15.1 If the Customer postpones the date for the project start later than two (2) weeks before the start of the project, the Customer shall pay compensation to Visiolink in the amount of twenty (20) per cent of the project implementation price.
15.2 If a delivery is postponed after the delivery is commenced, the Customer shall pay for the work delivered up to the postponement, including any disbursements made on behalf of the Customer and an additional amount of twenty (20) per cent of the remaining project implementation price.
16. Special rules on damages, including Visiolink´s limitation of liability
16.1 The parties shall be liable towards each other pursuant to the general rules of Danish law including the restrictions or additions specified in these General Terms of Sale of Delivery.
16.2 Visiolink is entitled to damages for any loss resulting directly from the Customer’s delay or other circumstances on the part of the Customer where the Customer has acted negligently.
16.3 Unless otherwise agreed in writing in connection with the specific task, Visiolink shall not be liable for any consequential financial loss, loss on operations, loss of savings, loss of profits, loss of goodwill, loss of image, loss of data and software or costs for restoration of data and software, indirect losses, loss of earnings and other consequential damages on the part of the Customer in case of delay or errors and defects of the work. This limitation shall, however, not apply, if Visiolink has acted grossly negligently.
16.4 Visiolink’s liability to pay damages to the Customer is always limited to an amount corresponding to the payment for the task, however, with a maximum of DKK 50,000 per customer for claims raised by the Customer in one calendar year and the following calendar year.
16.5 Visiolink shall not be liable for any services delivered by sub-suppliers, which are delivered directly by the sub-supplier to the Customer outside of Visiolink’s contractual relations with the Customer.
16.6 Furthermore, Visiolink is not liable for losses caused by breakdown of Internet connections or in case any Internet connections or carrying lines are not present.
17.1 The Customer only acquires a right of use as regards the delivery. All rights, including tangible rights and intellectual property rights for the technical design, software, programming, algorithms etc. of the delivery belong to Visiolink and the Customer shall only acquire a non-exclusive and non-transferable right to use the agreed service during the term of the agreement. This furthermore applies if Visiolink in the customer relationship, together with the Customer or at the request of the Customer, develops or further develops a technical design, software, programming, algorithm or similar, unless otherwise specifically agreed in writing.
17.2 Source code for specially developed modules may be deposited at the Customer’s request to the extent possible.
17.3 The source code may only be used to further develop the specific delivery and cannot be passed on or in any way assigned to a third party.
17.4 Costs related to deposit, storage and delivery of the source code are invoiced separately by the Customer as per account rendered.
17.5 The Customer does not become the holder of copyright to any source code in the delivery or the methods developed by Visiolink in connection with the delivery.
17.6 All intellectual property rights and any know-how of results, products or solutions etc., which appear as a result of Visiolink’s delivery of services, shall belong to Visiolink. Visiolink is furthermore the owner of all intellectual property rights to the software used, including the source code. No intellectual property rights are assigned to the Customer.
17.7 All intellectual property rights, including copyright, trademarks and all other rights to the website www.visiolink.com or related sites, belong to Visiolink. Any material made available on these websites may only be downloaded for non-commercial personal use, provided that all of these rights are observed.
17.8 The content on the website www.visiolink.com and related sites belonging to Visiolink, including text, images, sound and video, cannot be used in any way, including copying, uploading, transmission or distribution for public or commercial use without prior written consent from Visiolink.
17.9 All free presentations belong to Visiolink until Visiolink has given its consent.
18. Confidentiality and marketing
18.1 Visiolink undertakes not to pass on confidential information to third parties in connection with the performance of deliveries and the cooperation in general.
18.2 However, Visiolink is entitled to specify in its marketing materials and on its website that Visiolink has solved tasks for the Customer, including a short case story and use of the Customer’s logo. Such marketing must be loyal to the Customer and observe the confidentiality obligation.
18.3 Visiolink is entitled to affix the text “Powered by Visiolink” to any delivery to the Customer and to link from this text to www.visiolink.com or any other Visiolink website.
19. Registration/use of personal data on www.visiolink.com/related sites
19.1 Visiolink only collects personal data such as name, address, phone number and email address when the Customer has voluntarily provided this information to Visiolink. Visiolink only collects information about the Customer which is necessary to ensure that the Customer obtains a professional and correct service.
19.2 Visiolink does not pass on the Customer’s personal data to third parties without the Customer’s explicit consent.
20. Personal data
20.1 If Visiolink in connection with its performance of tasks for the Customer needs to work with the Customer’s or a third party’s personally identifiable data, the Customer must notify Visiolink thereof and the parties must enter into a separate data processing agreement.
21. Force majeure etc.
21.1 Visiolink and the Customer shall not be liable towards each other for circumstances that occur after conclusion of the Agreement which prevent or postpone the parties’ fulfilment of the Agreement. Such circumstances may, among others, be: War, mobilisation, riots and disturbances, acts of terror, acts of God, strikes and lockouts, lack of goods, defects or delays in deliveries from sub-suppliers, fire, lack of transport possibilities, exchange rate restrictions, import and export restrictions, death, illness or computer viruses, hacking, DOS or DDoS attacks, spam or other uncommon load on Visiolink’s or the Customer’s systems or software, orders from public authorities and rights owners or other circumstances outside the direct control of Visiolink or the Customer.
21.2 If one or several of the above-mentioned circumstances occur, Visiolink may, at its own option, postpone the delivery or cancel the Agreement in total or in part without incurring any liability.
21.3 If the circumstances specified in clause 21.1 persist for more than sixty (60) days, either party may terminate the Agreement with immediate effect.
22.1 The Customer is not entitled to assign its obligations or rights pursuant to the Agreement to a third party without prior written acceptance from Visiolink.
22.2 Visiolink is, without any restrictions, entitled to assign its rights and obligations pursuant to the Agreement to a third party.
23. About Visiolink ApS
23.1 Visiolink’s contact information is as follows:
Central Business Registration No. (CVR) 27665314
Bjørnholms Allé 20
DK - 8260 Viby J
Phone + 45 70 23 35 44
24. Disputes and choice of law
24.1 Any dispute arising out of or in connection with the agreement between the parties shall be settled, at Visiolink’s option, by the Danish courts of law or by arbitration in accordance with the rules of law applying to arbitration in Denmark. An arbitration tribunal shall be seated in Aarhus, Denmark.
24.2 All questions of law arising in relation to the Agreement and any underlying deliveries must be determined according to Danish law.