Terms & Conditions

1.Scope of the assistance#

Capacit’s service is described in more detail in a project description or other agreement document between the parties.

Company registration number (CVR): 42607797

2.Fees#

Unless otherwise agreed, Capacit’s standard hourly rates apply. The agreed fee and the agreed hourly rate are adjusted every 1 January by a rate corresponding to the change in Statistics Denmark’s wage index for the private sector, Information and communication, for the third quarter of the preceding year.

For work carried out at the Customer’s request outside Capacit’s ordinary working hours, weekdays 8.00 – 17.00, Capacit A/S invoices overtime at the following rates:

Weekdays between 17.00 and 22.00: a surcharge of 50 % of the stated standard rate.

Weekdays between 22.00 and 08.00: a surcharge of 100 % of the stated standard rate.

Saturdays, Sundays and public holidays: a surcharge of 100 % of the stated standard rate.

3.Travel and accommodation#

Travel time is invoiced at 0.50 times the ordinary hourly rate, plus overtime for travel time placed outside ordinary working hours at the Customer’s request.

Costs of other transport and any other outlays are invoiced as incurred.

4.Invoicing and payment#

Unless otherwise agreed, Capacit A/S invoices the Customer at the end of each calendar month and when the assignment is completed. If the Customer wishes to object to an invoice received, this must be done no later than 5 days after the Customer receives it.

Invoices are sent to the billing address stated by the Customer. If no address has been stated, the invoice is sent to the Customer’s principal address or by email to the day-to-day contact person.

Invoices fall due for payment current month plus 14 days from the invoice date unless otherwise agreed with the Customer. In the event of late payment the Customer is in material breach, and Capacit A/S may charge default interest of 1.50 % of the amount outstanding from time to time, from the due date until payment is made.

Prices are always in DKK and exclusive of VAT unless explicitly stated otherwise. All services are billable as a starting point.

5.Termination of the agreement#

Where the agreement covers work with a fixed delivery date, this agreement is non-terminable by either party for its entire term. Where the agreement covers an ongoing service, either party may terminate it on 3 months’ notice to the end of a month.

Subscription agreements run for one year at a time, starting on the commencement date, and renew automatically unless terminated. Timely notice of termination must be received in writing no later than 8 weeks before expiry. A change in the size of the subscription (for example increased capacity) does not affect how the period is set. Subscriptions are invoiced annually in advance unless a written agreement provides otherwise. The subscription period and notice of termination are not changed by a shorter or longer invoicing interval.

In the event of the Customer’s material breach of its obligations under the agreement, which includes but is not limited to non-payment, Capacit A/S is entitled to suspend work immediately and to terminate the agreement for the future.

6.The Customer’s responsibility#

It is the Customer’s responsibility alone to ensure that an effective backup has been made of the Customer’s production, test and development environments.

7.The Customer’s breach#

If the Customer fails to meet its obligations, or if the Customer is the cause of Capacit A/S being unable to deliver its services, the Customer is obliged to compensate Capacit’s loss, including costs and working hours incurred in vain as well as non-billable hours.

8.Capacit’s liability#

Capacit A/S cannot in any way be held liable for matters attributable to the Customer’s failure to meet its obligations under this agreement. Capacit A/S is responsible for ensuring that Capacit’s resources meet a good professional standard and are qualified to carry out the agreed tasks.

Capacit A/S cannot be held liable for the delivered service not having the value the Customer wanted, for the desired results not being achieved, or for the service otherwise not having the assumed suitability.

Capacit A/S disclaims any form of product liability that does not follow from mandatory legislation.

9.Capacit’s breach#

In the event of Capacit’s material breach of its obligations under this agreement, the Customer is entitled, on 14 days’ notice, to terminate the agreement for the future if Capacit A/S does not immediately, and within the above deadline, bring the breach to an end. Delay in the delivery of services is not regarded as a material breach if the delay is less than 30 working days.

If the development assistance delivered by Capacit A/S must exceptionally be described as defective, this must be raised in writing no later than 1 month after the work complained of was carried out. In the event of defects in the service, Capacit A/S may choose whether to re-perform or subsequently perform the delivered service, or whether instead to grant the Customer a proportionate reduction.

The Customer cannot invoke any other remedies, and Capacit A/S cannot incur any form of damages. Capacit A/S can in no event, regardless of the degree of negligence, be held liable for indirect losses, including operating losses, lost profits, loss of data, loss of goodwill or the Customer’s costs of third-party remediation.

10.Force majeure#

Capacit A/S cannot be held liable for circumstances that must be characterised as force majeure, including failure of the energy supply, viruses, missing or faulty backup at the Customer, prolonged illness of key employees, and force majeure arising at subcontractors. In the event of an employee’s illness, Capacit A/S is always entitled to replace that employee with another whom Capacit A/S judges to have equivalent competencies.

11.Loyalty#

The consultant acts loyally towards the Customer in every respect and shall be a worthy representative of the Customer.

12.Confidentiality#

The parties shall observe unconditional secrecy and confidentiality with regard to this agreement, including information not already made public concerning the affairs of both Capacit A/S and the Customer, unless otherwise agreed. The confidentiality provisions also apply after the termination of this agreement – regardless of the reason for the termination.

13.Rights#

Third-party software is subject to the third party’s licence terms, to which reference is made. Capacit A/S is entitled to develop further and resell what has been developed to other customers, and to use the know-how acquired.

Neither party is entitled, without the other Party’s prior written consent, to transfer its rights and obligations under this agreement to a third party.

14.Reference#

Capacit A/S is entitled to use the customer’s name in connection with marketing activities.

15.Dispute resolution#

Danish law applies to the agreement, and the venue is Copenhagen. If a disagreement arises between the parties at any point that cannot be resolved immediately, a negotiation at director level shall be convened. If a dispute cannot be resolved through negotiation, the parties shall discuss the possibility of mediation, and to the extent an amicable solution cannot be reached, the dispute shall be settled by the ordinary courts.

16.Amendments#

Any amendment of the agreement may be made only by a written and signed addendum to these terms.

17.Interpretation#

Where the parties have agreed other terms that are not consistent with this agreement, this agreement yields and shall be interpreted in accordance with the other agreement between the parties.