General terms and conditions for the supply of services
General terms and conditions for the supply of services
1. The agreement
The services are provided in accordance with the proposal, and general terms and conditions listed below, unless otherwise agreed in a separate Co-operation Agreement.
If the delivery is dependent on utilisation and the delivery of the customer's own data, information or other material, and a deadline has been agreed upon, any delay of delivery by the customer, will without exception result in an extension to the deadline that has been agreed upon for the delivery from Geomatic.
2. Duration and validity
The attached proposal is valid for 30 days. Acceptance can be given either by email or via confirmation on a separate Co-operation Agreement.
Any agreement regarding delivery via email terminates once Geomatic has delivered and the customer has not registered a complaint within 14 days.
The conditions of payment are set at 21 days from delivery or invoice date.
Geomatic reserves the right to charge additional costs if the services to be delivered exceeds what has been agreed upon; this can also include delays in data delivery from the customer, and errors or missing information in the data delivery from the customer.
4. Re-distribution or re-selling of data
The customer cannot re-distribute or re-sell data to a third party.
If the customer requires a third party to utilise the data, the customer needs to acquire in advance a written acceptance by Geomatic.
The customer however is entitled to deliver the data to another data handler that acts on behalf of the customer, on the condition that this happens within the boundaries of the agreement and is accepted in writing between both parties.
The usage of data shall always follow in accordance with the applicable data protection laws for the relevant country, including, including the relevant Acts on Processing Personal Data and the Marketing Practices Act. If data under this agreement is linked with other databases, the linked data can only be used based on the above-mentioned conditions.
5. Data Handling
Data Handling by Geomatic:
Geomatic acts as the data handler for the customer. To the extent whereby Geomatic collects or handles data for the customer, Geomatic acts as the data handler and acts solely under the direction of the customer's data handling rules & regulations.
Geomatic is obliged to exercise the necessary technical and organisational precautionary measures to ensure that the customer's data will not accidentally become the knowledge of unauthorised persons, be misused or handled in contradiction to the relevant Act on Processing Personal Data.
Geomatic shall, on request from the customer, supply adequate information to ensure that the above-mentioned technical and organisational precautionary measures have been exercised. After the termination on handling the customer's data in question, Geomatic is obliged, as requested, to ensure that all relevant data is destroyed and removed from within Geomatic's environments.
Data Handling by the customer:
The customer is data responsible. The customer is obliged to exercise the necessary technical and organisational precautionary measures to ensure that data will not accidentally or illegally become the knowledge of unauthorised persons, be misused or handled in contradiction to the relevant Act on Processing Personal Data and the Marketing Practices Act.
Data delivered by Geomatic can be used by the customer for maximum three months duration; unless there is a different period defined as part of a separate Co-operation Agreement. Subsequently, the full range of data must be deleted from any media. This, however, excludes the customer's original master data on existing or newly acquired clients, including names, addresses and telephone numbers.
6. Third party demand or interest
If one of the parties utilises data within this agreement improperly, the violating party shall compensate the other part for any claim that may be filed against the non-violating party, following the violating party's improper usage of data.
Should a case be filed against one of the parties regarding the other party's usage of data, the non-violating party is required in writing to inform the other party of the case, where after the violating part undertakes the further handling of the case and the connected costs.
Each of the parties, their relevant group companies, and all related personal, shall adhere to unconditioned confidentiality connecting to any matter whereby they acquire knowledge about the other party or a third party, whose secrecy according to the nature of the information or the surrounding conditions are required to be held by the other part. This excludes any information that is publically known or subsequently becomes publicly known and made generally available. The relevant confidentiality remains after the termination of the agreement.
8. Liabilities for damages
Errors connected to the utilisation of the services, that are caused by Geomatic shall be corrected by Geomatic without additional cost, providing that the customer has informed, in writing, about the error within 14 days of delivery.
Geomatic will never be liable to any indirect damages, including loss of profit, production loss or similar.
Geomatic is not liable for any damages that occur based on errors within the deliverables provided, unless such errors can be directly attributed solely to Geomatic. The compensation is limited to the value of fee charged for that particular part in which the error occurred. The maximum compensation is € 100.000,-
9. Force Majeure
The parties are not obliged to compensate in cases where the violation of the agreement is caused by conditions outside the control of the parties; including but not limiting to lightning strikes, flooding, fire, war, strikes and lockouts.
10. Applicable law and venue
This agreement is subject to Danish law. Any dispute or claim arising out of this agreement, which cannot be resolved by the two parties, shall be settled in accordance with the rules and procedures of the arbitration court in Copenhagen City.
Geomatic reserves the right to publish and comment on the analyses delivered, if the customer uses the analysis or data in a way that Geomatic believe can be the cause of misunderstandings, wrong conclusions etc. Geomatic has the right to delegate sub-tasks within the service concerned to a third party.
Geomatic · center for geoinformatik
København K, den 1. januar 2014.