Sales & Delivery Conditions

Terms & Conditions for Consultancy Services

1. APPLICATION

The following terms and conditions for consultancy services shall apply to all sales and deliveries of consultancy services unless otherwise agreed in writing between Calm Water Crisis Consulting ApS, CVR no. 40378332, 2 Mejsevej, DK-2970 Hørsholm, and the Customer, irrespective of where the Customer are registered. The terms and conditions apply in conjunction with any contract, offer or order agreed between the parties. In case of discrepancy between these terms for consultancy services and the Customer’s general terms and conditions, these terms for consultancy services shall apply, unless otherwise agreed in writing between the parties. Calm Water Crisis Consulting ApS are entitled to transfer its rights and obligations to existing and future affiliates.

2. CALM WATER CRISIS CONSULTING APS SERVICES

Calm Water Crisis Consulting ApS is obligated to deliver the specified consultancy services. Calm Water Crisis Consulting ApS is entitled to forward its service obligations to a sub-contractor. Unless otherwise agreed, the consultancy service is provided within normal business hours (Mon – Thu 8.30 – 16.30, Fri 8.30 – 15.30), except for holidays, May 1st, Constitution Day, Christmas Eve and New Year’s Eve.

3. DELIVERY OF SERVICES

If a time of commencing delivery has been agreed, Calm Water Crisis Consulting ApS is, if necessary, entitled to prolong the time for commencing delivery with up to 15 business days from the original commencing delivery time. If Calm Water Crisis Consulting ApS exceeds the prolonged time for commencing delivery, the customer is entitled to a penalty from the expiration of the prolonged time for commencing delivery of 0.25% of the agreed remuneration for the relevant services affected by the delay for each whole week the delay persists. The penalty cannot exceed 10% of the agreed remuneration of the delayed consultancy service contract. If Calm Water Crisis Consulting ApS exceeds the prolonged time for commencing delivery with more than 45 business days, the Customer is entitled to terminate the agreement. In case of such termination, the Customer is solely entitled to refund of already paid remunerations regarding the delayed service, but not remunerations regarding other services. The Customer may not claim other remedies for breach due to delay. If the delay is due to conditions for which the Customer is responsible, the time of commencing delivery is postponed with the number of days corresponding to the occurred delay, multiplied by two, but no less than 10 business days.

4. CUSTOMER OBLIGATIONS

Without the right to remuneration, the Customer is obligated to provide the necessary facilities, employees, information, and any other material, in order for Calm Water Crisis Consulting ApS to fulfil its obligations in accordance with the agreement. The consultant is employed by Calm Water Crisis Consulting ApS. Calm Water Crisis Consulting ApS is at any time entitled to require that the instructions given by the Customer are given to Calm Water Crisis Consulting ApS directly. Whether the instructions are given to Calm Water Crisis Consulting ApS or the consultant, the Customer warrants i) to instruct, to practice project management towards the consultant and to implement quality assurance of the specified tasks, ii) that Calm Water Crisis Consultant ApS is not responsible for the work performed by the consultant to the Customer, iii) that Calm Water Crisis Consulting ApS and the consultant shall not be held liable of any kind towards any third party as a result of the instructions given by the Customer and v) that Calm Water Crisis Consulting ApS use of the Customers IT facilities will not violate the rights of any third party.

5. REMUNERATION

Unless otherwise agreed, Calm Water Crisis Consulting ApS remuneration is calculated on the basis of the time spent to solve the particular task with the current hourly rate with reference to current price list applicable. Calm Water Crisis Consulting ApS is equivalently entitled to remuneration of any expense concerning the solution of the particular task. Transportation, Accommodation and Meals when required is invoiced at actual costs. All prices given are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added, and similar taxes or charges imposed by any government authority. All banking charges and fees charged by the Customers bank shall be paid by the Customer.

6. PAYMENT TERMS

Unless otherwise agreed, Calm Water Crisis Consulting ApS can invoice 30% of the agree amount per service contract on signing of contract. Calm Water Crisis Consulting ApS will invoice the remaining 70% of the agreed amount per service contract on completion of the service contract. Subscription service contracts are invoiced in advance the month before commencing the agree subscription service period. The Customer is obligated to pay the agreed remuneration, which is due 14 days from the date of the invoice, after which an interest equal to the official National Bank of Denmark discount rate +2.0% per month is added to the Customers payable. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled to at law or in equity. If due payment not received prior to scheduled date for commencing delivery, then Calm Water Crisis Consulting ApS are entitled to suspend commencing delivery until such payment is made.

7. POSTPONED/CANCELLED DELIVERY

If the consultancy services are fully or partially cancelled due to circumstances for which the Customer is responsible, Calm Water Crisis Consulting ApS is entitled to invoice the agreed services on these conditions:

Cancellation ahead of agreed delivery

Invoicing of accepted offer

≥ 10 Business Days

20%

< 10 Business Days

40%

< 5 Business Days

60%

< 48 Hours (*)

80%

*Unless otherwise agreed, weekends and holydays are not to be included.

8. CONFIDENTIALITY

Upon the Customer’s request, Calm Water Crisis Consulting ApS is obligated to keep secret such confidential information, which Clam Water Crisis Consulting ApS receives regarding the Customer’s business. The Customer is obligated to keep secret any information regarding Calm Water Crisis Consulting ApS, unless the information is generally available to third party. The party’s obligation of confidentiality persists subsequent to the other parts of the agreement’s, cf. the Danish Marketing Act § 23(2). The Customer as well as Calm Water Crisis Consulting ApS is entitled to disclose to third party that the Service contract has been concluded. Any other marketing is solely allowed subject to the counter party’s written approval and solely until such approval is revoked.

9. INTERLECTUAL PROPERTY RIGHTS

The Customer is entitled to the results of the services provided by Calm Water Crisis Consulting ApS, whereas Calm Water Crisis Consulting ApS retains the rights to the methodology used, templates and formats used for delivery.

10. LIMITED LIABILITIES

Regardless of the basis on which claims are raised as well as the degree of negligence, Calm Water Crisis Consulting ApS is not liable for indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, re-procurement costs, loss of data, injury to reputation, loss of customers, injuries or fatalities. Calm Water Crisis Consulting ApS liability to any loss or damage is limited to 25% of the amount paid by the Customer for the service on which the claim is raised irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise. The total amount of damages cannot exceed DKK 100,000.

11. FORCE MAJEURE

Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs, or other serious labour disputes, currency restrictions, export restrictions, deaths, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-by-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty days’ prior written notice to the other party.

12. GOVERNING LAW

Disputes in relation to current terms for Consultancy Services shall be settled by Danish Law, however with the exception of Danish international private law. The disputes are to be settled by the district court as the proper venue or as arbitration proceedings appointed by The Danish Arbitration Institute in accordance with the rules applied hereby, “Rules of arbitration procedure by the Danish Institute of Arbitration”.

Sales & Delivery Conditions valid as of 3 March 2020
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