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Appendix 1 - General Terms and Conditions

Version: 3.1

Publication date: January 1, 2026

Part of: Link Business / Enterprise Terms and Conditions

  1. SCOPE OF THE TERMS AND CONDITIONS

1.1.          These General Terms applies to all Services agreed between the Supplier and the Customer in the Master Agreement.

1.2.          The appendices to the General Terms contain special provisions regulating the agreed Services (the "Specific Terms"). The priority of the documents is stated in the Master Agreement.

1.3.          The General Terms are entered into under the provision of the Master Agreement, and all provisions and definitions of the Master Agreement shall apply to these Terms.

  1. SERVICES

2.1.          The Supplier shall provide the Services in accordance with the Master Agreement. The Services may consist of the following based on the agreed between the Parties:

  • IT-solutions, which are standard products with the functionalities described in Appendix 2 (the "Solution"). Support, that the Supplier delivers to the Customer in relation to issues arising from the customer-specific data handled by the Solution ("Support"). The Support is further regulated in Appendix 3 and described in Appendix 4.

  • Professional services, that the Supplier delivers to the Customer as consultancy services other than Support (the "Professional Services").The Professional Services are further regulated in Appendix 1.2.

  1. SUPPORT

3.1.          The support is available for the Customer as agreed between the Parties in the Master Agreement and in the agreed period of time.

3.2.          The Services has a standard support service (CORE Support) which is included in the Customer's purchase of the Service.

3.3.          The Customer can purchase extended support types with different features and services.

3.4.          Professional Services performed in relation to the Support is settled in accordance with time and material and subject to the Specific Terms for Professional Services.

3.5.          If the Customer chooses not to implement the newest updates or releases of the Solution, and the Solution becomes non-updated, the Customer shall solely be entitled to receive reasonable support and assistance to the extent possible for the Supplier. For the avoidance of doubt, non-updated or outdated software refers to software for which newer releases or updates have been made available by the Supplier but have not been implemented by the Customer within the last 5 months from the release date. If there are multiple releases, the 5-month period is calculated from the initial date of the oldest release that the Customer chooses not to implement.

  1. CUSTOMER’S PARTICIPATION

4.1.          4.1. The Customer must provide the information and access reasonably required by the Supplier to deliver the agreed Services.

  1. PAYMENT

5.1.          The prices are specified in the quote, and all fees are exclusive of VAT and other applicable taxes which shall be paid by the Customer. The Supplier is entitled to invoice the Customer as further set out in the Specific Terms.

5.2.          Invoices fall due for payment net 30 days end of the month. If an invoice becomes overdue, the Supplier is entitled to charge interest at a rate of 1% per month.

5.3.          If a payment is not performed by the Customer, it is considered a material breach, provided that the Supplier has sent at least three notices requesting payment, allowing the Customer ninety (90) working days to remedy the breach, i.e., to affect the payment. If the Customer does not perform payment, the Supplier is entitled to suspend the Services, until payment is made, and will be entitled to commence ordinary collection procedures against the Customer in order to collect the outstanding payment.

5.4.          The Supplier reserves the right to adjust fees or other applicable charges. In the event of an increase, the Supplier shall provide the Customer with at least six (6) months' written notice before the change takes effect, ensuring the adjustment aligns with the end of a billing period. Any changes will be made transparently and in consideration of the value provided to the Customer.

  1. LIABILITY


The Parties are liable in accordance with the general rules of liability within Danish law.

6.1.          The Supplier is not liable for operating losses, loss of profits, or any other indirect loss (including operating loss, loss of expected profit, loss of data or its recovery, loss caused by IT virus, loss of goodwill or any similar consequential damage) or for loss as a result of missing functions in the Solutions or the results of the Professional Services (including interaction with other software) unless such functions have been explicitly warranted by the Supplier.

6.2.          The Supplier is not liable for any error or defect which does not relate specifically to the delivered Solution or result of the Professional Service. Also, the Supplier is not responsible for the integration between the Solution or result of the Professional Service and the Customer's existing hardware and software, unless otherwise has been specifically agreed between the Parties in writing.

6.3.          The Supplier is not liable for any damage, error or defect which relates specifically to the Customer's use of a non-updated version of the Solution.

6.4.          The Supplier's total liability for losses or damage is limited to the net amount paid by the Customer to the Supplier within the past 12 months before the damage occurred for the Solution, and notwithstanding if the liability is submitted for a number of individual matters. However, in no event can the Supplier's liability exceed DKK 500,000.00 (five hundred thousand). If the performance of the tasks is divided into stages, the Supplier's liability in damages cannot exceed the fee for performance of the said stage of the task. The limitation shall not apply to loss which has been suffered due to the Supplier's gross negligence or wilful misconduct.

6.5.          In respect of product liability, the Supplier is liable in accordance with the provisions of the Danish Product Liability Act (produktansvarsloven), which cannot be deviated from by an agreement. The Supplier disclaims liability on any product damage on any other basis.

6.6.          If the Supplier is liable for a loss together with other of the Customer's contracting parties, the Supplier is only liable for such a proportion of the Customer's loss which corresponds to the Supplier's proportionate share.

6.7.          The Customer must give notice of breach in writing to the Supplier without undue delay after the Customer has become or ought to have become aware of the existence of any liability in damages. If notice of breach is not given in due time, the Customer forfeits the right to submit any liability against the Supplier.

6.8.          In the event of any loss or damage to any of the Customer's data uploaded or otherwise transferred to the Solutions, the Supplier shall use reasonable commercial efforts to restore the lost or damaged data from the latest backup if such backup exists.

6.9.          The Customer is responsible for using the Solutions and results of the Professional Services, and the Customer agrees to defend, indemnify and hold the Supplier harmless against all third-party claims, actions, proceedings, losses, damages, fines, penalties, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use.

 

  1. THIRD-PARY RIGHTS

7.1.          The Supplier represents that to the Supplier's knowledge the Services do not infringe any third-party rights. If an infringement claim is made against the Customer, the Customer must give the Supplier prompt notice. The Supplier will then join the case and pay the costs involved, and the Supplier will have irrevocable authority to appear as defendant at its own expense or to settle the dispute concerning the alleged infringements.

7.2.          If any third-party rights turn out to prevent use of the Solutions or the results of the Professional Services, the Supplier is entitled at its own discretion to either (i) obtain a right for the Customer to continue use of the Solutions or the results of the Professional Services, (ii) terminate the infringement by changing or replacing the Solutions or the results of the Professional Services by another product, which materially has the same functionality, or (iii) cancel the Agreement against repayment of any consideration paid for the forthcoming payment period of the Solution or for the performed Professional Services in relation to the specific result.

7.3.          In addition to the remedies for breach of contract in relation to third-party rights, the Customer has no remedies or claims, including claims in damages, in the event that the Services infringes third-party intellectual property rights. The Customer thereby waives any further claim against the Supplier.

  1. PERSONAL DATA

8.1.          The Supplier's processing of personal data on behalf of the Customer will be subject to Appendix 5.

8.2.          The data processing agreement does however not apply in relation to personal data for which the Supplier is to be considered as the data controller. All processing of such personal data will be subject to the Supplier's privacy policy available at the Supplier's website.

  1. FORCE MAJEURE

9.1.          Neither Party will be liable in damages for non-fulfilment of its obligations if the Party can prove that such non- fulfilment is due to circumstances beyond its control, and that the Party could not be expected, on or after signing of the Agreement, to have foreseen, avoided, or overcome such circumstances or their consequences.

9.2.          Force majeure includes (without limitation) war, civil war, riot, public restrictions, regulatory orders, import or export prohibition or other public intervention, natural disasters, vandalism, theft, failing energy supply, breakdown of communication lines, seizure of funds, disease outbreak, pandemics or any other extraordinary event beyond the Party's reasonable control.

9.3.          In the event of force majeure, the Party's obligations will be suspended until the time when the Party is again able to perform its obligations.

10.           CONFIDENTIALITY

10.1.        All information received by a Party about the other Party in connection with the negotiations for and conclusion of the Agreement must be treated as confidential indefinitely and may not be used other than as provided in the Agreement or disclosed to any third party, for whatever purpose, without the other Party's consent, unless the information:

a)     is or becomes available to the public other than as a result of disclosure contrary to this obligation;

b)     can be positively demonstrated to have been received by a Party from a third-party who is lawfully in possession of and entitled to disclose the information;

c)     by the provisions of these Terms is allowed and/or intended to be disclosed to a third party or is required to be disclosed in order for the Party to comply with current legislation or other rules and regulations (including but not limited to any disclosure obligations imposed by a stock exchange), or to satisfy a specific court order; or

d)     is disclosed to the Party's accountant, legal advisor or others who are required by law to keep the information confidential.

11.           BREACH

11.1.        The Supplier is entitled without prior notice to block the Customer's access to any Solution if the Customer materially breaches the Agreement. Without limitation, the following circumstances are examples which are to be considered as material breach:

a)     Using the Solution for illegal purposes.

b)     Using the Solution for acts or purposes that infringe third-party rights.

c)     Transmitting or distributing spam (unsolicited electronic marketing) or contributing thereto.

d)     Propagating viruses or other harmful code.

e)     Non-payment, if the Customer fails to pay the outstanding amount after being noticed twice by the Supplier.

f)      Disregard of the Supplier's intellectual property rights.

g)     Disregard of the agreed license

11.2.        In the event of a material breach by the Supplier, the following remedies are available to the Customer, subject to the limitations outlined in Section 6:

a)     The Customer must notify the Supplier of the breach in writing, providing a reasonable period (e.g., 30 calendar days) to remedy the breach.

b)     If the Supplier fails to remedy the breach within this period, the Customer may suspend payment for the affected services until the breach is rectified, and/or seek alternative solutions at the Supplier’s cost to mitigate the effects of the breach.

c)     If the breach is not remedied within the cure period and materially affects the Customer's ability to use the services, the Customer may terminate the agreement or the affected part thereof with immediate effect.

d)     The Customer may seek compensation for direct losses caused by the Supplier's breach, subject to the limitations of liability in Section 6.

e)     Disputes regarding the breach shall be resolved in accordance with Clause 15 (Mediation and Dispute Resolution).

12.           SUB-SUPPLIERS AND ASSIGNMENT

12.1.        The Supplier has the discretion to engage subcontractors for fulfilling its obligations as outlined in these Terms, while remaining responsible for the deliveries.

12.2.        Any rights granted to the Customer are solely granted to the Customer and shall, therefore, not be considered as granted to any subsidiary or holding company of the Customer, unless otherwise is agreed in writing between the Parties. The Customer may not assign its rights or obligations under the Agreement in whole or in part to any third-party without the prior written consent of the Supplier.

12.3.        Neither Party may assign its rights or obligations under this Agreement, in whole or in part, to any third party without the prior written consent of the other Party, except as follows:

a)     The Supplier may assign its rights or obligations under the Agreement in whole or in part to any third party, provided that such third party is capable of performing the Supplier's obligations hereunder and the Customer is notified in writing prior to the assignment. In such cases, the Supplier shall remain responsible for the performance of its obligations under the Agreement.

b)     The Customer may assign its rights or obligations under the Agreement in whole or in part to a third party, provided that:

a.     The Customer provides prior written notice to the Supplier;

b.     The assignee is capable of fulfilling the Customer’s obligations under the Agreement; and

c.     The Customer remains responsible for any outstanding obligations incurred before the assignment.

12.4.        Neither Party may unreasonably withhold or delay consent to an assignment request under this Section.

13.           CHANGES

13.1.        The Supplier may update these Terms to reflect changes in the Service, legal requirements, or business needs. The Supplier will notify the Customer of any material changes to the Terms at least three (3) months prior to such changes taking effect.

13.2.        If the Customer reasonably objects to a material change, the Customer may notify the Supplier in writing within thirty (30) days of receiving notice. In such case, the Customer may continue to use the Service under the existing Terms for the remainder of the current subscription term or for a period of up to twelve (12) months from the date of the original notice, whichever is shorter. After this period, the updated Terms shall apply unless otherwise agreed in writing.

 13.3.        Continued use of the Service after the effective date of any updated Terms shall constitute the Customer’s acceptance of the changes.

 

14.           TERMINATION

14.1.        This Agreement shall commence on the date on which the agreement is signed by both Parties and shall remain effective until terminated by either Party. The Customer can terminate the Agreement with a three (3) months' prior written notice to the end of a billing period. The Supplier can terminate the Agreement with 24 month's written notice to the end of a month.

 14.2.        In the event of a material breach, the non-breaching Party is entitled to terminate the Agreement with immediate effect. However, this right may only be exercised after the non-breaching Party has given the other Party at least two weeks' notice to remedy the matter complained of in a way satisfactory to the non-breaching Party.

14.3.        If one of the Parties defaults on its payments, undergoes formal restructuring proceedings, is declared bankrupt, goes into liquidation or is otherwise unable to pay its debt, the other Party may terminate the agreement immediately if the affected Party fails to provide adequate security for contractual performance or any estate uses its statutory right to accede to the agreement.

14.4.        In the event of termination, the Customer shall cease to use the SaaS Solution at the end of the notice period.

14.5.        All of the Customer's data stored in the SaaS Solution will be deleted by the end of the notice period. The Customer is sole responsible for any backup, transfer etc. of such data before the deletion, unless otherwise is specifically and in writing agreed between the Parties. The Supplier will assist the Customer in exporting their data and will assist handing over the solution - potentially to a new supplier.

15.           MEDIATION

15.1.        The Parties acknowledge that they will attempt to settle any disputes between them that may arise by negotiation in good faith.

 15.2.        In case the Parties are unable to reach a negotiated solution, the Parties shall attempt to settle the dispute by mediation in accordance with the Association of Danish IT Attorneys' (DITA) mediation procedure, found at http://www.danskeitadvokater.dk .

 15.3.        To initiate mediation a Party must provide written notice to the other Party requesting mediation. A copy of the notice shall be sent to DITA. The mediation shall start not later than fourteen (14) days after DITA's receipt of the mediation notice. The mediator shall be nominated by DITA. The mediation shall take place in Copenhagen and the language of the mediation will be Danish or English.

15.4.        No Party may commence any court proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by negotiation and mediation and the mediation has terminated. As a minimum, a Party shall be obliged to attend the first meeting convened by the mediator.

 15.5.        A Party shall, however, be entitled to commence court proceedings if any delay of such proceedings may result in the forfeiture of any right, e.g., due to time-barring.

15.6.        In the event of a dispute between the Parties, unless the Agreement is terminated, the Parties, shall continue to perform its obligations under this Agreement in good faith and shall not suspend or withhold any payment or deliverable or information, including the Services, during the resolution of such dispute.

16.           GOVERNING LAW AND VENUE

16.1.        Any dispute or disagreement arising directly or indirectly out of these General Terms, or the interpretation of these General Terms, is to be settled by the City Court in Aarhus in accordance with Danish law, excluding Danish conflicts of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

17.           CUSTOMER REFERENCE RIGHTS

17.1 The Supplier may use the Customer’s name, logo, and a general description of the Customer’s use of the Services as a reference in marketing and sales materials, including website listings, presentations, and proposals. The Customer may at any time revoke this consent by providing written notice to the Supplier, after which the Supplier will promptly discontinue further use.

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