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General Terms and Conditions for seges.dk

General Terms and Conditions for Consultancy Services June 2016


General Terms and Conditions for seges.dk

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Similarly SEGES cannot be made responsible for the content of other homepages, that this home page refers to via links.

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General Terms and Conditions for Consultancy Services June 2016

1. Area of application

The present terms and conditions shall complement the Consultancy Services Agreement entered by the parties and shall thus constitute an integral part of the contractual basis.

In the event of conflict between the present Terms and Conditions and the Consultancy Services Agreement, the Consultancy Services Agreement shall apply.

In the event of conflict between the Customer’s terms and conditions, order confirmations, and/or other conditions, if any, the present Terms and Conditions shall apply.

In all other cases, the business relations between the parties shall be governed according to the general principles of Danish law.

2. Changes

Any changes and/or clarifications to the original contractual basis shall be made in writing.

The burden of proof shall lie with the party claiming to have an agreement of change and/or clarification to the original contractual basis.

Basically, any changes to the services provided by SEGES as described in the Consultancy Services Agreement shall be considered a termination of agreement as regards the service in question and an entering of a new consultancy services agreement as regards the service requested instead by the Customer.

Please refer to section 3 on notice of termination and section 5 on price.

3. Termination

Either party may terminate the Consultancy Services Agreement upon five (5) calendar days’ notice.

Within the framework of any deadlines as set up in the Consultancy Services Agreement, SEGES shall freely decide the planning of the assignment. In the event of termination, SEGES shall be entitled to receive remuneration for the work already performed and/or for the work planned by SEGES internally to be performed before expiration of the notice of termination.

Also, the Customer shall be obligated to reimburse SEGES any charges that SEGES in view of delivery of the services may have committed to vis-à-vis any third party prior to the termination of contract.

4. Authorization

The person specified as contact to the Customer shall be authorized, on behalf of the Customer, to dispose in any respect in matters regarding this agreement.

If more persons are specified as contacts, the above shall apply to each of those contacts.

5. Remuneration

In case of settlement according to estimate the following shall apply:

In the event that the real time consumption for performance of the assignment is foreseen to significantly exceed the estimated time consumption, SEGES shall notify the Customer hereof. Notification must be made by SEGES at their earliest convenience after foreseeing a significant exceeding.

Subsequently, the Customer and SEGES shall discuss whether the revised estimate time consumption should be accepted or the services to be delivered by SEGES should be adjusted. In all circumstances, the Customer shall be obligated to pay for the time spent already on the assignment.

The above shall also apply in the event that the performance of the assignment incurs costs at a level significantly exceeding the level foreseen at the time of concluding the agreement.

In case of a fixed-price agreement the following shall apply:

The agreed fixed price shall solely comprise the delivery of services specifically agreed by SEGES, cf. the Consultancy Services Agreement.

In the event of services not specified in the description of SEGES services to be delivered, the services in question shall not be comprised by the fixed-price agreement. If said services are delivered by SEGES anyway, these services shall be settled separately according to time spent.

In all circumstances, the Customer shall reimburse all costs incurred on and settled by SEGES in regard to the assignment.

6. Payment

Settlement shall take place upon completion of the assignment. Payment terms are 20 days net. After due date the receivable of SEGES shall accrue interest on arrears, cf. the Danish Interest Act, Article 5, Section 1.

7. Confidentiality and Personal Data

SEGES shall not accept any restrictions of competition due to or as a result of the assignment.

SEGES undertakes to observe confidentiality in regard to all material/data and information about the Customer, being made known to SEGES as part of the assignment.

SEGES shall be entitled to use general, non-confidential information, achieved during the assignment in other connections and for other consultancy assignments.

The handling and processing of personal information as part of the consultancy services shall be in accordance with Danish law.

8. Material

The Customer shall only be entitled to use the material prepared by SEGES as part of the consultancy services to the extent specified in the Consultancy Services Agreement. All rights to SEGES’ ideas and material shall belong to SEGES, including copyrights.

In the event of termination of the Consultancy Services Agreement, the Customer shall be entitled to delivery of provisional material on condition that the Customer has met his payment obligations.

In all circumstances, the name of SEGES must not be used in connection with the application of delivered, provisional material and SEGES cannot be held responsible for any errors and/or omissions in the material.

9. Liability

Apart from below-mentioned exceptions, SEGES shall be liable to the Customer for errors and negligence in the performance of the assignment in accordance with the general compensation rules of Danish law:

  • SEGES shall be liable for neither loss on operations, loss of profits, loss of data, loss of goodwill, nor any other indirect loss and/or non-financial loss.
  • In all circumstances, the liability of SEGES is limited in regard to amount to the effect that damages can never exceed five times the remuneration agreed for any agreed assignment.
  • The Customer may make claims against SEGES only; not against individual SEGES employees.
  • SEGES cannot be held liable for claims resulting from false, misleading or incomplete information, data or documentation provided by others than SEGES.
  • SEGES cannot be held liable for errors and omissions made by independent suppliers referred to by SEGES, nor for errors and omissions made by sub-suppliers, engaged by SEGES.
  • SEGES is not liable to other parties (including third parties) taking advantage of or making use of or achieving access to the service delivered by SEGES. The Customer shall be obligated to reimburse SEGES, not only in the event of any liabilities, losses, expenses or other costs incurred in connection with claims from such other parties, but also in the event of claims raised against SEGES due to the Customer’s breach of the Consultancy Services Agreement.

10. Applicable Law and Jurisdiction

Disputes in regard to SEGES’ consultancy services, the Consultancy Services Agreement, and/or the present Terms and Conditions shall be governed by Danish law excluding Danish choice of law rules.

If the Customer claims to have suffered a financial loss due to SEGES’ consultancy services, the Customer shall submit claims to SEGES’ liability insurance company, the Damages and Liability Department, att: Mrs. Dorthe Laursen, Agro Food Park 15, DK-8200 Aarhus N.

Legal proceedings related to SEGES’ consultancy services, the Consultancy Services Agreement, and/or the present Terms and Conditions shall be brought before the Court of Aarhus, Denmark.

This is an English version of the original Danish version of the General Terms and Conditions. In case of conflict between the English and the Danish version, the Danish version shall apply.

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