1. Usage
The following terms and conditions apply to all customers who use any kind of service Nordic Resilience offers, as stated in the agreement between the Customer and Nordic Resilience (the “Agreement”) to which the terms and conditions are attached. These terms and conditions of trade, which together with the Agreement constitute the entire contractual basis between the Customer and Nordic Resilience as regards the services described in the Agreement, must precede all oral and written agreements so far and can only be changed (also with respect to changes in scope and the nature of the agreed services and fees) in writing. These terms and conditions of trade are considered waived only if this is clearly stated in the Agreement.
2. Fees, expenses, invoicing and payment terms
Nordic Resilience is entitled to the Customer’s payment of the fee stated in the Agreement as well as the expenses related to the delivery of the services. If a certain fee has not been agreed prior to the commencement of the work, the fee is calculated on the basis of time spent and the general hourly rates for the employees who have completed the work. Although a fixed fee has been agreed upon, Nordic Resilience is entitled to calculate the fee for the additional time that Nordic Resilience will apply to the delivery of the service if, after the agreement is concluded, it turns out that
- (i) the conditions for the delivery of the service have changed significantly or that
- (ii) the conditions for delivery of the service were not correct or sufficient and these circumstances (i) and (ii) can be attributed to the Customer.
Task-related costs and expenses, including reasonable travel costs, accommodation costs, living expenses, etc., must be paid by the Customer in addition to the fee. Prices are stated by contacting Nordic Resilience. Nordic Resilience reserves the right to charge a fee in connection with the granting of, e.g. exceptional support and service. Unless otherwise stated in the Agreement, Nordic Resilience invoices the work performed once a month on the basis of the time spent on the work during the past month. Invoices are due 14 days from the invoice date. Overdue invoices are subject to interests in accordance with the provisions of the Interest Act. When sending a reminder letter, a remuneration fee of 100 DKK per reminder is charged. Nordic Resilience reserves the right to transfer claims to third parties in connection with surrender to debt collection. Without otherwise limiting its rights, Nordic Resilience has the right to suspend the delivery of the services in whole or in part until overdue invoices are paid.
3. Customer responsibility
It is a prerequisite for Nordic Resilience’s delivery of the services that the Customer:
- (i) Fulfills the obligations defined in the Agreement for the Customer and ensures that all the conditions for the Agreement are correct and implemented by the start date agreed in the Agreement.
- (ii) Reliably transmits reliable, accurate and complete information to Nordic Resilience as needed.
- (iii) Make timely decisions and obtain the necessary management approval.
- (iv) Provides an appropriate office environment as well as sufficient resources and materials for Nordic Resilience’s staff as needed (for example, desk, office chair, network access and access to speak with relevant employees of the Customer).
4. Subscription
An agreement to subscribe to a service, service or product, herein after collectively referred to as services, from Nordic Resilience is entered into by direct contact with Nordic Resilience. For a detailed description of Nordic Resilience’s services, please refer to the Nordic Resiliences website. Upon entering into the subscription agreement, the Customer undertakes to provide correct information to Nordic Resilience. If the information provided by the Customer is changed, the Customer must notify Nordic Resilience in writing.
5. Rights
Nordic Resilience has the ownership and all intellectual property rights to software developed by Nordic Resilience, website, web, newsletters etc. prepared by Nordic Resilience. This applies to both current and future editions of the above. Any unauthorized use, distribution, illegal access or copying of the above material or parts thereof is prohibited and will be prosecuted.
6. Compensation
Nordic Resilience’s services covered by this agreement are provided, as is and is available (“as is”). Nordic Resilience is solely obliged to compensate the customer for losses that are the result of significant defects in performance or other material breach on the part of Nordic Resilience. Nordic Resilience’s maximum liability under the Agreement may not exceed the remuneration received by Nordic Resilience for the part of the work that gives rise to liability. Nordic Resilience’s liability for damages only covers the Customer’s direct losses, whereas indirect losses and consequential damages, including operating losses, increased operating expenses, lost profits or expenses in relation to data loss is not replaced. Nordic Resilience is not liable if delay or failure in performance is caused by delays, interruptions or disruptions in the communications infrastructure or other suppliers’ conditions for which Nordic Resilience is not independently responsible. Furthermore, Nordic Resilience is not liable for damages incurred by the Customer or any third party as a result of the Customer’s use of results from the service.
7. Product liability
Nordic Resilience is responsible for product damage caused by Nordic Resilience’s services. However, Nordic Resilience is not responsible for indirect losses and consequential damages, including operating losses, increased operating expenses, lost profits or expenses in relation to loss of data, as well as damage caused by the benefit to real estate or movable property. Furthermore, Nordic Resilience’s liability in connection with product damage is subject to the provisions of clause 6. maximum liability amount stated. If a third party makes a claim against Nordic Resilience or the Customer for liability under this provision, the other party must be notified immediately.
8. Force majeure
Nordic Resilience disclaims any responsibility to the Customer for matters that fall outside of Nordic Resilience’s control, including but not limited to matters related to lightning, flooding, war, strike, lockout, irregularities, system crashes and errors in the Internet’s infrastructure itself.
9. Third party rights
Nordic Resilience guarantees that no third-party rights exist in countries within the EU, the US and Canada with respect to the service that may hinder or distort the Customer’s use thereof. If notice is given and / or brought against the Customer alleging infringement of the rights of third parties, the Customer is obliged to notify Nordic Resilience in writing immediately.
10. Confidentiality, disclosure of customer information and reference
Nordic Resilience undertakes to treat all information about the Customer confidentially and, where necessary, imposes on subcontractors and others who assist Nordic Resilience with the provision of services and products a corresponding obligation. The customer is subject to a similar obligation with regard to information on the delivery, including information on the contractual and financial conditions as well as information on Nordic Resilience’s conditions. Nordic Resilience reserves the right to use performance information for the compilation of general statistics. Nordic Resilience is entitled to loyally use the Customer as a reference when this is done in general terms and without obligations to the Customer.
11. Privacy
11.1. This point 11 does not apply when Nordic Resilience is a data processor for the Customer, in which case a separate data processing agreement is concluded.
11.2. Nordic Resilience respects its customers’ expectations of privacy and confidentiality. Nordic Resilience thus collects and processes personal data in accordance with applicable legislation, including, but not limited to, the EU General Data Protection Regulation (GDPR), the Data Protection Act and special legislation, including the Accounting Act.
11.3. Nordic Resilience uses data processors to store and process personal data received from the Customer or its representative or other sources, just as Nordic Resilience discloses personal data to other relevant third parties who assist with the delivery of the service or to the extent necessary to handle the Customer’s interests and / or provide the agreed service.
11.4. To the extent that Nordic Resilience receives personal data from the Customer about third parties, it is the Customer’s responsibility to ensure that the Customer has the right to disclose such personal data to Nordic Resilience.
12. Term and termination
A subscription agreement runs until terminated. Cancellation must be made in writing with 3 months notice before the end of a subscription period. The subscription period is stated in the agreement or invoice. If the Customer does not terminate in writing the subscription agreement with the aforementioned notice before the end of a subscription period, the agreement will
automatically continue with a corresponding subscription period at the terms and prices in force at any time. Nordic Resilience may terminate the subscription agreement at any time with one month’s notice. In the event of termination by Nordic Resilience, the prepaid amount will be refunded proportionally.
13. Notification of changes
General terms and conditions for Nordic Resilience are subject to change at 30 days notice. The customer is notified either by e-mail to the e-mail address provided by the Customer when ordering a subscription or through the Nordic Resilience website, changes of a purely favorable nature may be implemented without prior notice. Nordic Resilience is entitled, without further notice, to price adjustments to all amounts. The adjustment must be made every year on July 1, following the development in the Net Price Index from Danmarks Statistik, however min. 2.5% per year.
14. Violation
Nordic Resilience has the right to terminate the agreement with immediate effect in the event that the Customer:
- Abuses the use of the product, including, but not limited to, performing an unlawful act.
- Defaults on its payment obligations.
- Taken under bankruptcy or other insolvency proceedings, including but not limited to the suspension of payments, at his or her own or third party’s request.
15. Dispute and venue
The agreement is governed by Danish law. As far as possible, all disputes must be resolved amicably between the parties. Any disputes arising from the contractual relationship are dealt with by Københavns Byret in the first instance.
16. Contact
Nordic Resilience
Hamletsgade 28
2200 København
Telefon: 2227 3498
Email: contact@nordicresilience.dk