Terms and conditions

Version 1.0 prepared on 2024-03-24 by Jesper Kenborg

1. General and area of application

a.All contracts for deliveries and services that Tools4BC conclude with entrepreneurs, legal entities governed by public law or special funds governed by public law (hereinafter referred to as “Customers”) are subject to the following terms and conditions.
b.Deviating, supplementary or amending agreements shall apply only if we have expressly agreed to them in writing. Conflicting terms and conditions of the Customer shall not become part of the contract, even without express objection.
c.The content of the contract is also based on the written agreements.
d.“Goods” for the purposes of this contract shall be all items to be handed over in agreement with this contract, including software, also insofar as they are made available non-physically, e.g. electronically.
e.Reference to legal requirements, technical norms, enclosures or other documents shall, unless otherwise explicitly stipulated, relate to the respectively valid version. Any references to the contract shall include the enclosures thereof.

2. Conclusion of the contract; service providers and subcontractor
a.Our offers are, in principle, non-binding and serve as a noncommittal request to the Customer to place a binding order for certain Goods or services. This binding order placed by the Customer shall be deemed accepted only if we confirm it in writing or have performed the delivery or service.
b.We are also entitled to fulfil our contractual obligations by commissioning suitable subcontractors.

3. Provisions for the purchase of standard software

a.Unless otherwise agreed in writing, the software subject to this contract shall exclusively be standard software that has not been developed or produced specifically for the needs of the Customer.
b.The Customer is aware that according to the state-of-the-art, it is impossible to develop standard software such that it is faultless for all application conditions.
c.On no account shall there be any claim to the handover or disclosure of the source code.
d.If we are obliged to perform an installation, the Customer shall ensure that the requirements for the IT system environment known to him or communicated to him by us, are met before the software is installed or updated, and that in particular compatibility and interoperability exist.
e.During the course of any possible test operations and during the installation, the Customer shall ensure the presence of an adequate number of competent, trained staff and, if necessary, halt any other work on the IT systems concerned. Prior to each installation, the Customer shall ensure that a data backup has been carried out for their data.

4. Software documentation
a.Customer will have access to installation instructions and user guide online via our website
b.The documentation will be updated on regular basis when new features are released, changed, replaced or removed, to match the latest version of the products.
c.A log with summary of changes between version will be provided on our website.
d.Information contained in documentation, brochures, and other documents relating to our products is regularly reviewed by us and, if necessary, updated. Despite all due care, this information may have changed. Therefore, we cannot assume any liability or guarantee for the topicality, correctness, completeness or usability at any time. The same applies to data provided by us from external (e.g. public) databases on whose selection, quality, structure and maintenance we have no influence.

5. Rights of use; reservation of full payment; license activation

a.Should software be handed over exclusively for use, we shall remain the exclusive owners or holders of the rights.
b.In the case of standard software, we shall grant the Customer in the case of doubt, a simple (non-exclusive) right, unlimited in time, that is irrevocable and non-transferable, to use this software on his IT system to the agreed extent. (i) Should part of the object of the contract be the supply of software of a third-party manufacturer (such as Microsoft), the conditions of use of the latter shall be valid; in this case, we merely provide the licence contract which is concluded directly between the manufacturer and the Customer. These rights of use shall be provided to the Customer upon request – and insofar as requested, also before concluding the contract. (ii) In the event of a change in hardware, any software that is the object of the contract must be completely deleted from the previously used hardware.
c.The Customer shall be obliged in all cases to take suitable measures to prevent any unauthorised use by third parties, whereby (depending on the applicable conditions of use) branches, companies associated with the Customer (e.g. as licence holder), shareholders or establishments of the same holder, separated spatially or organisationally, may also be deemed “third parties”.
d.With regard to the production of individual software and carrying out individual extensions or individual customisations, the Customer shall, in case of doubt, receive a simple (non-exclusive) right that is unlimited in time and nontransferable to use these for their own internal business purpose. This right shall include the contractually agreed, continuing work results such as partial or intermediate results (for example, functionally limited apps), or documentation and auxiliary materials.
e.Should software products of third parties be changed by us, the respective licence terms, as a supplement to Clause 6, lit. d), shall be given priority for granting this right.
f.The Customer as a licence holder shall not have the authority to change, process, copy or reproduce the software or text materials handed over to them (codes, documentation) on their own or by third parties. Existing copyright notices or registration features, such as registration numbers in the software, may not be removed or changed.
g.No further rights shall be granted on any account other than those regulated in Clause 6, lit. d).
h.The above license terms shall apply to any form of the transfer of use, whether known or unknown, including online distribution.

6. Orders (incl. update reference); online marketplaces

a.Orders, including releases, call-offs and activations of services and products (e.g., in project organisation tools), are legally binding, notwithstanding any commercial confirmation by us, and constitute an obligation to pay remuneration due in accordance with the order.
b.We may require that orders are always placed by a person expressly designated as authorised to sign according to the type and scope of the respective order, or by an executive representative of the Customer on a document provided for this purpose.
c.Orders can also be placed via electronic trading platforms that have been authorised by us (referred to as “online marketplaces”). For these ordering procedures, Clause 2, lit. a) applies.
d.Acts using the Customer’s respective access data are attributable to the Customer. The Customer is responsible for all declarations of intent made on the online marketplace. We shall not be liable for any damage caused by improper use of this access data.
e.The use of online marketplaces offered by us requires prior registration for opening a customer account. We decide on approval at our own discretion. There is no right to approval.
f.Upon receiving approval, the Customer declares their identity and creditworthiness for making orders in the usual scope of business at the same time.
g.The technical availability (including maintenance windows, blocking) is subject to the respective terms of use of the online marketplace operator.

7. Prices, remuneration, terms of payment, modification

a.All prices are stated on the Marketplace and our website.
b.Unless otherwise stipulated in this contract, invoices shall be due for payment immediately and without any deduction.
c.Unless any deviating agreements have otherwise been made, the date of payment for the delivery of software and hardware shall be determined according to the progress of the delivery. Software licences shall be deemed to have been delivered upon their activation/release/approval on behalf of the Customer.
d.In case of doubt, software adaptations and other services shall be remunerated on a time basis. The expended times shall be charged after rendering the services, using the service order or internal confirmation of service. Acceptance, release or handover is not a prerequisite for the invoice due date.
e.In the case of a default in payment, the interest rate of the interest on arrears shall be 2% per month and we have the right to deactivate the software with no warning, until full payment has been made.

8. Retention of title; data return and deletion

a.Main data are hold by Microsoft in the cloud and is out of our control.
b.In the event the Customer have requested us to store any data, we will keep the data confidential and the data remain in the power of control and legal responsibility of the Customer.
c.In the event the Customer have requested us to store data, the Customer can request us to delete their data as well as claim back their data from us at any time against reimbursement of the associated costs. Our entitlement to remuneration remains unaffected by this.

9. Limitations of liability and partial blame

a.In case our software course any damage to the Clients business, directly or indirectly, we shall not be liable.
b.With regard to the loss of data due to use of our software, we shall not be liable.
c.For any damage arising other than fatal injury, bodily injury or damage to health, we shall not be liable.
d.Liability due to interruption, disturbance or other incidents causing damage that are based on telecommunications services provided by us or third parties and for which we are liable shall be restricted to the amount of recourse possible for us against the respective provider of the telecommunications service. We shall not be liable for the operability of the communication installations for the servers that are an object of the contract in the case of power cuts and server breakdowns that are not within our scope of responsibility.
e.We shall not be responsible for material defects in the supplies that we have purchased from third parties and passed on to the ordering party in unchanged form; liability in the case of wilful intent or gross negligence shall remain unaffected.

10. Defects of software

a.In the event the Customer identify any issues or defects with the software provided, the Customer shall immediately report the defect to us via our support email. The issue must be reported including clear instruction about what was expected, what happened and what is wrong, so we can troubleshoot. In the vent the issue is identified as an error in the software, it will correct fastest possible and a new updated version of the software will be released free of charge.
b.In the case we cant replicate the issues, we will request the Customer to allow us on-line access to their system to troubleshoot. In the event the client refuse that, we might not be able to resolve the issue.

11. General cooperation

a. The Customer shall be obliged to inform us immediately in writing of any changes in location, name, contact information or related. modifications or changes to the contractual IT system and the software installed on it which were not conducted or initiated by us or by a partner commissioned by us.

12. Contractual items and service obligations for services/orders and rental services (Cloud, SaaS) as well as app purchase

(1)General

a.We shall render our services exclusively in the IT sector and, insofar as they shall relate to software, restrictedly to our own software and standard software – to be specified in more detail and released by us – of third parties (particularly products based on Microsoft platform technology). Services relating to programming, installation, connection, implementation, configuration or parameterisation are provided by us on a purely activity-related basis without regard to success and exclusively on the basis of a service contract.
b.We offer reusable software as a service package at a fixed price without additional documentation and services (in particular maintenance, updates and support).
c.Any information given outside this sector or outside an existing consultancy agreement shall be considered nonbinding assessments and recommendations based thereon. Advice on legal, tax-related, economic, or data protection/data security aspects and foreign regulatory frameworks (also concerning licences in all of these regards) is not the subject matter of the contract.

(2)Cloud services (software as a service / SaaS)

a.We shall provide and maintain cloud-based software and storage space for remote use on our servers or servers from selected third-party providers or provide the Customer with software-based functions for billing according to the scope of use (SaaS) (“Services”); the scope, nature and quality of the Services provided are governed by the applicable product provisions/service descriptions of the respective Services, e.g. in accordance with the Cloud Solution Provider (CSP) programme of the manufacturer Microsoft for Microsoft Online Services. This applies to the current version in each case; availability is subject to the applicable service level agreements.
b.In the vent Microsoft make some changes, so some features are no longer possible to provide, we shall not be reliable for that.
c.The respective cloud provider shall take appropriate precautions against data loss and to prevent unauthorised third-party access to the data of the Customer; in particular, the provider shall make backups, check the Customer’s data for malware and install firewalls according to the state of the art for this purpose; more detailed rules are set out in the terms of use and performance descriptions of the cloud provider, for example in accordance with the above-mentioned Microsoft Cloud Solution Provider (CSP) programme.

(3)App purchase

Application software products (apps) can be purchased by the Customer as part of service packages or by providing software product licenses from us and/or from AppSource (and possibly other online marketplaces) for their own independent cloud-based use in the context of their own business operations. If necessary, the Customer can book in required service packages or software product licenses. The Customer is responsible for the technical information, evaluation, implementation and introduction. Depending on the degree of support required with consulting and technical support services, we will support the Customer in this on request and against payment; the Customer also retains product control in this case.

13. Term, termination, partial and special termination rights
(incl. price adjustments and changes to these GTC)

a.The contract shall be extended automatically by one further year if the contract has not been terminated with 3 (three) months’ notice to the end of the contractual term.
b.Insofar as functionally definable services constitute the contractual item (e.g. service certificates for maintenance, support), we are entitled to pronounce partial terminations if there is a factual reason for doing so (e.g. technology change, manufacturer cancelations, end-of-life etc.) for individual services, partial services and functions (e.g. software modules or maintenance and/or support for individual software products).
c.Changes to the general terms and conditions of the contract (GTC): If we send the customer modified GTC at least one month before the expiry of the notice period in written or text form or refer the Customer to modified GTC published on the Internet, the contract shall be extended to include these new GTC. If the Customer objects, the despatch of the amended GTC or the reference to the amended GTC shall be deemed to be a termination of the contract. The objection must be made in written or text form.
d.Price adjustments: (i) We are entitled to increase the agreed prices for the contractual services appropriately to compensate for cost increases for third-party products (including those caused by currency fluctuations), such as the Microsoft programmes. We are also entitled to adjust the prices in the event of renewals (contract renewals) accordingly in the event of general price changes by Microsoft or distributors. We shall notify the Customer of these price increases in writing or in text form no later than 4 (four) weeks before they take effect (e.g. via e-mail, newsletter, project organisation tool, customer account). The price increases shall not apply to periods for which the Customer has already made payments. If the price increase amounts to more than 10% of the previous price for the entire agreed service, the Customer shall be entitled to terminate the contract affected by the price change starting from the announcement and to the end of the next respective billing period.
e.Any termination shall be made in writing.

14 .Other

a.The language of the contract shall always be English.
b.In the event of any changes to this terms, the Customer will be inform in writing.

15. Applicable Law

Governing law. The agreement, including these Terms, and all matters arising out of or relating to the agreement or any

Customer’s or other party’s use of our APP’s, other software product or our services shall be governed by and construed in accordance with the laws of Denmark, provided, however, that the conflict of laws rules must be disregarded to the extent that such rules are non-mandatory.