General Terms and Conditions

1. Scope of Application

1.1. These Terms and Conditions of Business apply to all services provided by IPW Systems A/S (hereinafter referred to as the “Supplier”) to the Customer, to the extent that they are not expressly deviated from by any other written agreement.
1.2. Services encompass all types of products, deliveries, and services (collectively referred to as “Services”).
1.3. The additional terms for our services described in the section “Service Terms” apply in addition to these Terms and Conditions, but only when specifically stated to be applicable. In case of any inconsistencies with the Terms and Conditions, the provisions in the Service Terms shall take precedence. In the event that a matter is not regulated by the Service Terms, the Terms and Conditions shall apply, along with what is stated herein.
1.4. The Terms and Conditions constitute an integral part of the contractual basis between the Parties. Any special agreements concluded between the Parties shall prevail in case of any inconsistencies with the general Terms and Conditions and Service Terms.
1.5. The Terms and Conditions, along with the relevant Service Terms, also apply to Services that are derived from or otherwise related to the Services.

2. Contractual Basis

2.1. The contractual basis includes any agreement for the provision of Services between the Customer and the Supplier, regardless of the medium or method used to enter into the agreement. This applies whether the agreement is signed, confirmed via email, or entered into through any other means.
2.2. An agreement may, for example, be entered into through a separate order, a signed proposal, cooperation agreements, statement of work (SOW), email, or similar, containing information about the Services, scope, price, and/or specific terms applicable to the Services.
2.3. Each individual agreement constitutes a separate agreement, distinct from other agreements entered into between the parties.
2.4. The Customer’s purchasing terms and conditions do not apply to the contractual relationship unless explicitly accepted in writing by the Supplier.
2.5. The Parties acknowledge that there are interdependencies between the agreements. Any breach, defects, delays, terminations, or similar matters relating to the Services under a specific agreement will have an impact on all other agreements.
2.6. Limitations of liability do not apply or are not calculated individually for each agreement. The limitations of liability apply across all agreements and have a cumulative effect.

3. Services

3.1. The Supplier shall deliver the services as defined in the order confirmation or the signed proposal to the Customer in accordance with these Terms and Conditions. However, delivery is always subject to the Customer’s payment of all fees, charges, costs, and expenses as they become due for payment.
3.2. The Supplier is solely responsible for its own services and not for other services, tasks, or obligations that the Supplier has not explicitly and in writing undertaken in an agreement between the Supplier and the Customer. However, the Supplier is liable for its subcontractors to the same extent as for its own obligations in accordance with these Terms and Conditions.
3.3. Information provided by the Customer in price lists, advertisements, previous offers, websites, or orally, as well as any terms or conditions in purchasing terms or a similar document provided by the Supplier, do not apply to the Services unless they are part of the contractual basis.

4. Customer’s Obligations

4.1. The Customer shall fulfill its obligations as agreed upon in the contractual basis and shall contribute and participate to the extent reasonably expected or as requested by the Supplier, including in relation to resources and the implementation and customization of the system. Failure of the Customer to participate in such a manner that the Supplier can fulfill its obligations in the agreed time and scope constitutes default by the creditor according to the general rules of Danish law.
4.2. The Customer authorizes its current system administrator or other relevant contact person to act on behalf of the Customer with binding effect in all respects, including placing orders, entering into specific agreements, and making deviations from the contractual basis.
4.3. The Customer is responsible for ensuring that the Services are sufficient to meet the Customer’s needs, requirements, and expectations. If the Customer wishes to have program code development documented, this must be specified in the agreement.
4.4. The Customer is entitled to move the system to other premises. To the extent that such a relocation entails changed conditions for the Supplier to perform maintenance, the Supplier may request changes to the terms, including payment terms.
4.5. The Customer shall minimize the risk of loss of or damage to its IT systems, including by obtaining necessary insurance, performing adequate data backups, and ensuring that the Supplier is informed in writing of any security provisions and other guidelines applicable to access to the Customer’s IT systems before the Supplier is granted access.

5. Delivery

5.1. Delivery is considered to have taken place when the system has been tested and approved by the Customer, or at the latest when the Customer has put parts of the system into use. The Customer may only withhold their approval in the case of significant functional deficiencies. In the event of minor deficiencies compared to the agreed terms, delivery is considered to have taken place, and the Supplier has the right to remedy the deficiencies within a reasonable time in accordance with the general rules of Danish law regarding remedies.
5.2. All stated delivery times are approximate and non-binding unless otherwise expressly and confirmed in writing by the Supplier.

6. Prices, Payment, and Retention of Title

6.1. All prices are stated in Danish Kroner (DKK) and are exclusive of VAT and plus any applicable public charges, travel allowances, accommodation expenses, etc. Additional charges may apply for agreed work outside normal working hours. Normal working hours are defined as Monday to Thursday from 07:00 to 17:00 and Friday from 07:00 to 16:00, excluding public holidays, Christmas Eve, New Year’s Eve, the period between Christmas and New Year, and the Friday after Ascension Day. A working day is equivalent to 7.5 hours.
6.2. All prices and amounts provided by the Supplier are estimates only and are not considered binding for the Supplier unless specifically stated as a fixed price.
6.3. The total contract amount up to the delivery date is stated in the Supplier’s order confirmation. Subsequent changes in functions, additions, extra work, and other changes to the originally agreed upon terms will be invoiced separately.
6.4. Unless otherwise agreed, invoicing is based on actual time spent and is calculated periodically. Payment is due within 14 days. Any objections to invoices must be communicated to the Supplier in writing within 10 calendar days from the invoice date. Otherwise, the invoice will be deemed approved by the Customer. If a payment plan has been agreed upon, the amounts become due for payment according to that plan.
6.5. Subscriptions are invoiced three months in advance and are non-refundable in case of termination during the subscription period.
6.6. From the due date, default interest will be charged at the highest legally permissible rate under the applicable interest law.
6.7. The ownership of the sold goods remains with the Supplier in all respects. Unless otherwise agreed, the delivery grants the Customer a right of use to the purchased item. This right of use transfers to the Customer only when the purchase price and all other costs related to the purchase have been effectively and timely paid by the Customer.
6.8. The Supplier’s prices are adjusted annually on January 1st based on the net price index of November 1st of the preceding year. This includes hourly rates, product prices, and all ongoing agreements such as subscriptions, 1st level support, ERFA, and hosting.
6.9. The Supplier reserves the right to adjust prices. Therefore, submitted offers are valid for a maximum of 3 months, after which the Supplier may increase prices with effect on the submitted offer.

7. Default and Remedies

General
7.1. Each party has the rights and remedies available under applicable law, unless otherwise agreed, including in the contractual basis.
7.2. The Customer shall examine the Services without undue delay after the delivery time and cooperate in the handover thereof.
7.3. Upon the Customer’s use of the Services, including any partial services, the Customer is deemed to have approved the Services, including any partial services, no later than the date on which the Customer begins using the Services or partial services.
7.4. The Customer’s remedies for default, including defects and delays, are waived if the Supplier has not received a complaint within 10 business days after the default was discovered or should have been discovered.

Complaints
7.5. A Service is considered defective if it does not substantially meet the specifications stated in the contractual basis, however provided that IT services can never be entirely free from errors, defects, or interruptions.

7.6. If the Customer discovers a defect within the Warranty Period, defined as 12 months from the delivery date, which could not be identified through use and testing in accordance with clause 5.1, the Customer must promptly, in accordance with clause 7.4, after discovering the defect, submit a written complaint to the Supplier. After the expiration of the Warranty Period, the Customer has no possibility to make claims regarding defects, compensation, warranty, or other remedies.

7.7. If the Customer has complained about a matter that subsequently turns out not to constitute a defect for which the Supplier is responsible, the Customer shall compensate the Supplier for the time spent and any other costs associated with the Supplier’s work.

7.8. If there is a delay or defects for which the Supplier is responsible, and the Customer has made a timely complaint in accordance with clauses 7.2 and 7.4, the Supplier is entitled to remedy the situation, provide replacement, or provide a proportional reduction and/or pay reasonable compensation to the Customer at its own discretion. However, the Customer does not have the option to terminate the contract and demand a refund of the purchase price.
7.9. If the Customer allows a third party to remedy or replace the Service without the Supplier’s written consent, all of the Customer’s remedies for default are forfeited.

Liability and Limitation of Liability
7.10. The parties incur liability for damages in accordance with the general rules of Danish law, subject to the liability limitations and disclaimers stated in these Terms and Conditions.

7.11. Neither party is entitled to claim compensation for indirect losses or consequential damages. Indirect losses and consequential damages include, but are not limited to, loss of business opportunities, loss of profits, loss of goodwill, loss of data, including costs related to data recovery, loss of interest, and penalties paid to/from third parties, which shall always be considered indirect losses/consequential damages.
7.12. The Supplier’s total obligation to compensate the Customer for defects or similar, including the total potential liability that the Supplier may incur towards the Customer, is limited in amount to the total consideration paid by the Customer to the Supplier for Services during the past 6 months. However, this does not apply to consultancy assistance, as specified in the Service Terms section on Support.
7.13. The liability limitations stated in clauses 7.12 and 7.13 do not apply in cases where the loss is caused by gross negligence or intent.
7.14. Under no circumstances is the Supplier liable for loss, defects, delays, failure to fulfill obligations, or other matters under agreements entered into between the Supplier and the Customer, to the extent that these are wholly or partly caused by the Customer’s own fault according to the general rules of Danish law. Examples include cases where the situation is caused by (i) the Customer’s negligence or breach of these Terms and Conditions and/or other agreements between the parties, (ii) the acts or omissions of other suppliers or third parties associated with the Customer, (iii) the Customer’s use of the Services in a manner other than intended, (iv) viruses, hacking, Trojan horses, spyware, ransomware, interference with technical protective measures originating from sources other than the Supplier, (v) fortuitous events for which the Customer bears the risk, and (vi) losses covered by an insurance policy taken out by the Customer or for the benefit of the Customer.

8. Termination

8.1. The duration of the contractual basis (and the duration of any licenses and/or services granted hereunder) is specified in the contractual basis.
8.2. Termination can be made with a written notice of 3 months, effective at the end of a month.
8.3. Upon termination of the contractual basis, any additional purchased Services shall automatically be deemed terminated with the same notice period (3 months + ongoing month), unless otherwise specifically agreed or provided in the Service Terms.
8.4. Termination, regardless of the reason, does not entitle the refund of already paid amounts.
8.5. Upon termination of the agreement, no new registrations may be made in the system. The right to use the Services ceases definitively, and continued use of the Services constitutes a violation of the Supplier’s rights, including intellectual property rights to the respective Service.
8.6. Subscriptions for software add-ons to existing installations may only be terminated after 12 months.

9. Force Majeure

9.1. In the event of force majeure, a party is exempt from its obligations as long as the force majeure situation persists. Force majeure exists when the fulfillment of the agreement has become significantly more burdensome due to circumstances beyond the control of the party. This includes, but is not limited to, disruption of general traffic and communication, interruption or failure of the energy supply, delivery problems with subcontractors, long-term illness of key personnel, virus, hacker attacks, etc., unless it can be demonstrated that the party should reasonably have foreseen this at the time of entering into the agreement. Force majeure can only be invoked if the party provides written notice thereof to the other party no later than 10 working days after the occurrence of force majeure.
9.2. The party not affected by the force majeure situation is entitled to cancel the contract if the agreed takeover date is exceeded by 60 working days due to force majeure. In the event of such cancellation, both parties shall promptly return what they have received from the other party, and thereafter, no further claims exist between the parties, including no claim for compensation from either party.

10. Product Liability

10.1. In the mutual relationship between the Supplier and the Customer, the Supplier disclaims any liability for consequential damages that may be associated with the Supplier’s deliveries.

10.2. If third parties make claims against the Supplier for loss incurred in connection with product liability, the Supplier reserves the right to have such claims and associated costs fully covered by the Customer to the extent that the damage is not caused by errors or negligence committed by the Supplier.

11. Intellectual Property Rights

11.1. All intellectual property rights to the Services belong solely to the Supplier, its subcontractors, or third parties.

11.2. Upon the Customer’s final and effective payment of all fees, costs, and expenses, the Customer acquires a non-exclusive and non-transferable right to use the delivered system, subject to the additional limitations outlined below.

11.3. Software provided by the Supplier is not subject to user licenses and can be freely used by all employees of the Customer, as defined and limited by the Customer’s VAT ID/CVR number. Licenses for use in associated companies can be purchased. This does not apply to solutions established as IPW Small Business.

11.4. Separate terms and conditions apply to the Customer’s use of the Services to the extent that intellectual property rights and/or ownership rights to the services belong to third parties (e.g., third-party software and/or hardware) or are software owned by the Supplier, for which the Supplier has established or will establish separate license terms. In such cases, the Customer exclusively acquires the right to use such services according to the separate terms and conditions set by the respective third party or the Supplier, including license terms for third-party software or software owned by the Supplier.

11.5. The Supplier is entitled to utilize any general knowledge, including information technology, ideas, concepts, know-how, or techniques gained in connection with the delivery of the Services to the Customer. Therefore, the Supplier is entitled, vis-à-vis third parties, to develop, manufacture, deliver, and negotiate identical or similar services.

11.6. The Customer retains ownership of its own data in all cases. This also applies when the Customer purchases Hosting from the Supplier and when the Customer transfers data into the Supplier’s services.

12. Confidentiality

12.1. The Supplier and the Customer, their staff, and subcontractors shall observe strict confidentiality regarding information concerning the other party’s affairs that they become aware of in connection with the fulfillment of this contract.

12.2. Likewise, the contract and its annexes are considered confidential material. Therefore, documents and files provided by the parties to each other must be stored securely and must not be displayed or transferred to third parties without prior written agreement.

13. Choice of Law and Venue

13.1. The contractual relationship between the Supplier and the Customer shall be governed by Danish law excluding its rules on choice of law. Any disputes between the Supplier and the Customer that cannot be resolved amicably shall be subject to the jurisdiction of the City Court of Kolding, Denmark.

14. Data Processing

14.1. When the Supplier processes personal data on behalf of the Customer, such as through hosting of a software solution, the Supplier will act as a data processor for the respective processing, while the Customer will be the data controller. The Supplier will only process the Customer’s personal data according to specific instructions. The Customer is responsible, among other things, for ensuring lawful instructions and legal grounds for the processing of personal data that the Supplier processes on the Customer’s behalf.

14.2. The Supplier and its subcontractors are entitled to process personal data regarding contact persons at the Customer, including names and contact information. The Supplier’s purpose for processing this information is to fulfill its obligations towards the Customer, such as customer relationship management, payment transactions, and the organization of agreed-upon courses.

14.3. In order to ensure the protection of the Customer’s personal data, the Supplier will implement appropriate technical and organizational security measures. The Supplier and its subcontractors will treat the Customer’s personal data as confidential. The Supplier will retain the Customer’s personal data for up to 5 years after the termination of the business relationship in accordance with statutory limitation periods.

14.4. The Supplier’s specific processing of personal data on behalf of the Customer is separately regulated in a data processing agreement.

14.5. Please refer to the currently applicable Privacy Policy on the Supplier’s website for further information.

Service Terms

15. Scope

15.1. These Service Terms constitute an integral part of the contractual agreement and apply to the Supplier’s provision of Services.

16. Updates

16.1. The Supplier’s provision of software is subject to an agreement that includes updates and servicing of the Supplier’s software, referred to as “Update.” The obligations specified in the contractual agreement regarding updates are solely best efforts obligations unless expressly agreed otherwise. The Update is mandatory for the continued operation of the system and is valid for one calendar year, invoiced in January.

16.2. The Update does not include updates to the Customer’s servers, applications, and 1st-level support for the solution.

16.3. The Customer is responsible for the operation and maintenance of their own servers and network components, as well as data backup. The Customer is also responsible for ensuring that the technical requirements for the solution are compatible with their IT environment. The technical system requirements are specified in the contractual agreement. Please refer to the currently applicable system requirements on the Supplier’s website.

16.4. The payment for the Update amounts to an annual fee equal to 20% of the price paid by the Customer for the system, referred to as the “System Price.” This price is adjusted annually in January.

16.5. Software purchases and custom development are added to the System Price and will increase the subsequent annual update price by 20% of the price for the respective purchases and developments.

16.6. For subscription agreements, the Update for the Services covered by the subscription is included in the ongoing payment, and termination follows the applicable terms for terminating the subscription agreement.

16.7. Custom development for the solution will result in an increase in the annual subscription price equal to 20% of the value of the custom development. This increase will be added to the subscription agreement from January 1st following the delivery. The subscription agreement is adjusted annually in January.

16.8. Termination of the Update follows the conditions for termination of the contractual agreement and can only occur in connection with the decommissioning of the entire system.

16.9. Documentation regarding the actions related to the Update can be provided to the customer upon payment. This is billed based on consumed time, unless otherwise agreed between the Supplier and the Customer.

17. IPW Support

17.1. IPW Support is available during regular business hours via telephone and email.
17.2. All inquiries to IPW Support are billable services.
17.3. Support services are invoiced based on applicable hourly rates, with a minimum charge of 30 minutes.
17.4. The Customer must provide sufficient documentation for efficient case handling.
17.5. Support is provided based on the best knowledge available at the time of guidance and based on the information provided by the Customer.
17.6. Complex cases may require the involvement of a technician and/or an IPW Consultant.
17.7. Support does not include the creation, modification, development, or coding of the Customer’s solution; such work is considered a billable service.
17.8. Free of charge (FOC) inquiries include reporting and resolution of system errors in standard IPW software, inquiries regarding standard services and functionality, as well as reporting suggestions for improvements to standard IPW software.

18. 1st-level Support

18.1. 1st-level support for IPW’s standard software packages (IPW Standard, IPW Plus, and IPW Premium) is included in the ongoing payment.
18.2. If the Customer is not covered by IPW’s standard software packages, they can purchase 1st-level support as an additional service.
18.3. 1st-level support is provided by an IPW Supporter via email or telephone and can be used by a single central administrator user at the Customer’s organization. It includes assistance with the general user application of IPW’s standard software solutions and can be resolved by IPW Support without extended case handling (within 0.5-1 hour).
18.4. Examples of what is included in 1st-level support can be found on IPW’s Support site via ipwsystems.dk.
18.5. 1st-level support does not include introduction to solution usage and cannot be used as an alternative to training. It also does not cover advisory and consultation on solution-specific setup or configuration, or execution of changes to existing setups.
18.6. Examples of what is not included in 1st-level support can be found on IPW’s Support site via ipwsystems.dk.
18.7. Assistance not included in 1st-level support is provided by an IPW Consultant or technician via telephone, online, or on working days. This is billed based on consumed time or deducted from a prepaid service package.
18.8. 1st-level support can be re-ordered as needed, for example, in connection with personnel changes.
18.9. IPW reserves the right to adjust the conditions for 1st-level support if the time consumption consistently exceeds an average of two hours per month over a minimum of six months.

19. Hosting

19.1. The Supplier offers Hosting services for the Customer’s data.
19.2. In the case of Hosting purchased as part of a subscription agreement, termination of the Hosting agreement follows the applicable terms for terminating the subscription agreement.
19.3. Hosting outside subscription packages is purchased for 12 months at a time and is billed annually in advance of the agreed deployment date.
19.4. Hosting outside subscription packages is automatically renewed each year and can be terminated with 3 months’ notice prior to the end of the current hosting period.
19.5. If the Supplier is responsible for hosting the Customer’s data, the Customer is responsible for exporting the desired data from the software before the agreement terminates. If the Customer requires specific assistance in transitioning to a new provider in connection with the termination of the agreement, such assistance will be provided based on consumed time.

20. Service Hours

20.1. The Supplier offers service hours (clip cards) to the Customer, which can be used for all time-based services, such as support, project meetings, project management, and minor development tasks.
20.2. Unless otherwise agreed, clip cards cannot be used for training courses or other events with fixed prices.
20.3. Clip cards are valid for 24 months from the date of invoicing.

21. Cancellation and Postponement of Time-based Services

21.1. In the event of cancellation or postponement of an agreement for consultant, developer, or technical assistance less than 5 business days before the agreed date, 50% of the agreed fee is payable.
21.2. In the event of cancellation or postponement less than 1 business day before the agreed date, the full fee is payable.

22. Version

22.1. These Terms and Conditions were last updated in June 2023.