Terms & Conditions
These terms of sale and delivery apply between the Customer and Affiinity ApS, Copenhagen, Denmark (below “Affiinity”), unless derogations are agreed in writing between the parties.
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Contracting
Offers made by Affiinity are binding for 30 days from the offer date. A final agreement is only concluded once Affiinity has received written agreement from the Customer.
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Prices
All prices are stated excluding vat. Vat.
Works shall be settled, if otherwise agreed, after time, plus any positive outlays, including time spent on prior analysis or other assistance.
Regardless of any offer, price increases due to wage increases, increases in material and other costs are subject to price increases at all times.
In addition to the price agreed between the parties, the invoice is invoiced separately for:
Additional work due to incomplete, unsuitable or defective material from the Customer as well as additional work, due to subsequent corrections in already submitted material from the Customer.
With the Customer agreed overtime or other additional measures.
Assistance with the Customer or at any other location directed by the Customer is settled per hour started. The start time of the assistance is when the employee is running away from home and the end time is when the employee is back at Affiinity’s office.
Assistance by telephone, e-mail or remote connection shall be settled per quarter of the year.
Driving shall be settled at the rate applicable to the State at any time per kilometre commenced. Outlay for bridge, ferries, planes, etc. refunded by the Customer. -
Delay
In the case of delays due to the Customer’s actions or omissions, Affiinity has the right to extend their delivery period, at least by the corresponding period, as the Customer’s delay/omission – and in part to demand payment for any additional costs in this respect.
If delay occurs, regardless of paragraph 3.1, the Customer is only entitled to terminate the contract if the delay is significant and that the time of delivery and its importance have been clearly notified in advance to Affiinity in writing. -
Subscriptions/ current services
The customer is made aware of and accepts that an agreement has been reached to purchase a subscription/current service when a period declaration is indicated on an invoice from Affiinity; e.g. per 1 year or per quarter.
Subscription renewal occurs automatically if the Customer has not terminated the subscription at least 1 month before the expiry of the period indicated on the invoice.
Affiinity may, without notice, increase the prices of unterminated subscriptions with the same price increase that Affiinity’s suppliers have increased the price with.
If the Customer chooses not to extend a subscription or the subscription is closed, the Customer is responsible for the deterioration of the Customer’s security/operating situation that termination of a subscription may cause.
If the subscription includes the right to store data/back up data, the Customer is responsible for any data being exported before the subscription ends, unless it is agreed that Affiinity will perform this task.
Affiinity may close an ongoing subscription if the Customer has not paid for the subscription in a timely manner. Closing does not exempt the Customer from paying for the subscription. Any re-establishment of a subscription after shutdown will be done on new terms. -
Development tasks
For development tasks, the Customer will have the right to use the developed, to the extent possible.
When designing and setting up websites, the Customer will have the right to use the developed, to the extent possible.
Affiinity, regardless of the above, always has the right to recycle it developed.
Any disclosure of source files, at Customer’s request, is billed according to time consumed. -
Payment
Payment must be made within 8 days of the invoice date.
In the case of late payment, interest is calculated at 2 % per month started.
Affiinity is entitled to a-conto invoice at its sole discretion.
In the event of payment default, Affiinity also has the right to disconnect from the Customer’s hosting/website until full payment has been made. In the event of payment default, Affiinity is also entitled to terminate support and service agreements, other agreements entered into with the Customer, and to claim compensation for any loss that Affiinity may incurred in doing so.
Affiinity has a reservation of property for the sale until the full purchase price is paid. -
Property rights, copyright, etc.
Affiinity has the full copyright of all developed and prepared material – including but not limited to; sketches, text suggestions, and layouts. The customer, after full payment, obtains the right of use for the prepared material. However, always with respect for the rights of third parties.
Affiinity is entitled to use all tasks performed as a reference, even if the Customer may have changed or further developed the task performed.
The Customer warrants that all marketing materials submitted to Affiinity may be used externally within applicable property rights, copyright, etc. including material that the customer collects and submits on behalf of third parties. -
Complaints
If the Customer wishes to claim defects in the delivered, the Customer must contact Affiinity immediately with a written notification, the notification stating where the defects are. If the Customer fails to respond to the claims as stated, the Customer cannot claim the defects.
In any event, a complaint must be made in writing to Affiinity within 12 months of delivery, and the Customer cannot claim any defects in the event of a subsequent complaint. -
Missing
Affiinity is not responsible for defects that are found after the material has been for review and approved by the Customer.
Affiinity is not responsible for any errors or defects in material provided by the Customer.
Does the Customer manage production itself, e.g. production. In the case of printed matter, via another supplier, the Customer is deemed to have approved the material prepared by Affiinity, which is why Affiinity is therefore not responsible for defects.
Affiinity is entitled to remedy deficiencies. -
Limitation
In the event of a delay of or in the event of defects in the delivered, Affiinity shall not be liable for the Customer’s operating loss, loss of profit or other indirect loss – including losses resulting from the Customer’s legal relationship with third parties.
Affiinity has no liability for customer’s lack of copyright or violation of third party rights in any other way. If Affiinity incurs liability to third parties for the Customer’s failure to exercise the rights of third parties, the Customer is obliged to indemnify Affiinity.
In cases where the customer brings together a consortium of companies in a joint marketing campaign, the customer also holds copyrights to all material submitted to Affiinity on behalf of the consortium.
Affiinity has no liability for any loss or damage to property, such as property damage. materials, materials, etc. left affiinity as part of their work.
In the event of delay or defects in the delivered, Affiinity’s liability is at all times limited to the cost of the individual service to which the delay/defect relates. -
Subcontractors
Affiinity is entitled to have work carried out in whole or in part by subcontractors.
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Force Majeure
Affiinity shall be liable for an otherwise liable non-contractual performance of the agreement if this is justified by labor conflict, fire, war, military calls, seizure, currency restrictions, lack of means of transport, IT breakdown or other similar circumstances that Affiinity could not reasonably foresee at the time of conclusion of the contract, including that said or similar circumstances affect the subcontractors used by Affiinity.
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Choice of law and jurisdiction
Any dispute between the parties is settled under Danish law in the courts in Copenhagen, with Affiinity’s jurisdiction as the 1st instance.
COMPANY CVR NUMBER 41304499