1.1 These terms and conditions apply for all NTI products and services supplied, e.g. solutions, software, services, hotline, technical assistance and hardware, regardless of whether they will be run by the Customer, the Customer's associates or by an associate selected by NTI.
2.1 NTI retains the proprietary and intellectual property rights to all software and solutions it has developed, business concepts and the like, along with all written materials, including documentation, user manuals and training materials produced by NTI. The same applies to current and future versions of the above.
3.1 NTI shall give its consent to any form of assignment of rights and undertakings according to the Contract between the Customer and NTI.
4.1 NTI reserves the right to use sub-suppliers and external consultants for fulfilment of its contractual undertakings.
5. THIRD PARTY DELIVERABLES
5.1 Special terms and conditions can apply to third party deliverables that must be observed. In the event of discrepancies, the terms and conditions governing third party deliverables take precedence over those of NTI's General Terms and Conditions. This applies with regard to limiting user rights, liability for compensation, termination and price adjustment.
5.2 With regard to third party software from Autodesk, the licence terms and conditions shall always apply. This means that such deliverables and licences cease to apply upon termination or expiration of the Contract. We refer to the EULA conditions at www.autodesk.com.
6. PRICES AND PAYMENT
6.1 All prices are stated ex-VAT. Prices are regulated according to NTI's rules for price regulation, including those resulting from price increases made by any sub-suppliers.
6.2 The amount invoiced will be charged according to separate agreement or billing and is due for payment on the invoice date with payment terms of 8 days. In the event of late payment, NTI can charge interest and reminder fees in accordance with the provisions of the Penalty Interest Act and without prior notice.
7. RESOURCES, BOOKING AND CANCELLATION
7.1 Moving or cancelling a booked service must be notified in writing to NTI with minimum 14 days' notice.
7.2 Failure to provide notice of the moving or cancellation of a booked service as described in item 7.1, can entitle NTI to invoice the Customer for that service.
7.3 In the event of NTI incurring documented extra expenses as a result of a customer moving or cancelling a booked service, the Customer can be charged accordingly.
8. REMEDIES FOR BREACH OF CONTRACT
8.1 Complaints concerning any defects in products or services supplied shall be made within 12 months of delivery, after which no claims can be made. The Parties agree to waive section 54 of the Sale of Goods Act. Complaints shall be submitted in writing.
8.2 NTI is entitled to perform remedy at no charge within 3 months of receiving a written complaint.
8.3 A proportional reduction in price will be granted for major defects when NTI deems remedy to be inappropriate.
9.1 NTI is only obliged to compensate for loss arising from a major defect with a product or service supplied or other form of major breach of contract on the part of NTI and that is covered by NTI's IT liability insurance.
9.2 NTI's liability for compensation solely concerns direct loss suffered by the Customer, but not indirect loss and consequential damage, including operating loss, increased operating costs, lost savings, loss of profit or expenses incurred due to loss of data.
9.3 NTI cannot be held liable if delivery is delayed or deficient due to deficiencies in the IT infrastructure that NTI is not responsible for, or delayed or deficient deliveries from utility companies or third party vendors not subject to NTI's instruction.
9.4 NTI's total liability cannot exceed the maximum amount of cover provided by NTI's IT liability insurance at any time.
10. PRODUCT LIABILITY
10.1 NTI is liable for damage to products caused by NTI's deliverables.
10.2 NTI cannot be held liable for indirect loss and consequential damage, including operational loss, increased overheads, lost savings, loss of profit or expenses incurred due to loss of data, nor for damage caused by a deliverable to property or belongings.
10.3 NTI's liability in relation to product damage is also subject to the limitations referred to in item 9 concerning amount.
11. FORCE MAJEURE
11.1 The contractual undertakings of the Parties shall be suspended in the event of force majeure, defined as circumstances beyond NTI's control, including (but not limited to) war, riots, acts of terror, rebellion, strikes, fire, natural disasters, currency restrictions, import or export restrictions, the breakdown of communications, disruption or loss of energy supplies, public data facilities and communications systems, long-term illness or leave of absence of key personnel, virus attacks, acts of cyber terror, hacker attacks or declaration of force majeure by sub-suppliers, and circumstances the Parties could not have taken into account when the Contract was signed.
11.2 Circumstances affecting NTI's sub-suppliers that cause NTI to fail to fulfil its duties to the Customer, and that cannot be rectified without disproportionately high costs for NTI shall also be regarded as force majeure.
12. DUTY OF CONFIDENTIALITY AND REFERENCES
12.1 NTI's personnel observe unconditional confidentiality with regard to details of the Customer's circumstances, and NTI applies similar undertakings to sub-suppliers and others assisting NTI with deliverables to the extent necessary.
12.2 The Customer is subject to similar undertakings with regards to details concerning deliverables, including on contractual aspects. 12.3 NTI is entitled to use the Customer as a reference in general terms and without any undertakings for the Customer.
13. DATA PROTECTION
13.1 The Customer is responsible for protection of the personal data processed in its IT systems, whilst NTI is the Customer's data processer and therefore subject to the Customer's instructions.
13.2 NTI shall take the necessary technical and organisational security precautions against personal data deliberately or illegally being destroyed, lost or degraded, and against it coming to the notice of any unauthorised third party, abuse or used in any other manner that is in breach of the Data Protection Act and other legislation governing the use of personal data.
13.3 NTI shall give the Customer on request sufficient details and controlled access to be able to verify NTI's compliance of the necessary security precautions.
13.4 NTI can only subcontract the processing of personal data to a subcontractor with the prior written consent of the Customer. At the time of contract signing, the Customer's acceptance of the above shall also represent acceptance of the sub-suppliers referred to in the Contract, including suppliers of third party products that are part of the Contract.
13.5 NTI cannot transfer personal data to non-EU countries without the prior written consent of the Customer, who may not refuse such consent without good reason.
13.6 The criteria governing NTI's processing of personal data and the mutual responsibilities of the Parties regarding the same can be further regulated in a special Data Processor Contract.
13.7 Observance of the Data Protection Act implies and includes that the Customer shall observe the regulation of information and right of access for persons registered, react to objections against registration, delete incorrect data etc., obtain the necessary consents for registration and processing personal data and notify the Data Protection Agency when necessary. NTI shall be prepared to comply with the decisions of the Data Protection Agency concerning measures to fulfil the security criteria laid down by data protection legislation. NTI shall furthermore permit any inspections the Data Protection Agency may demand in connection with processing personal data.
13.8 The Customer shall always be responsible for ensuring that no personal data is entered or processed in breach of data protection legislation. Any breach of the above will be regarded as a material breach of the Contract, which entitles NTI to cancel the contract. NTI refers to the guidelines and guides published by the Data Protection Agency and that can be found at www.datatilsynet.dk. The Customer shall indemnify NTI against damages arising from NTI's processing of personal data according to the instructions of the Customer or in general according to the Contract.
14. NOTICE OF TERMINATION
14.1 Contracts for the ongoing provision of products and services (with the exception of Autodesk) can be terminated by the Customer providing 3 months' written notice prior to contract expiry, and by NTI upon provision of 6 months' written prior to contract expiry unless otherwise agreed.
14.2 After termination or expiry of the Contract, those provisions that by their nature shall remain valid, such as item 10, shall remain valid.
15. DISPUTES AND JURISDICTION
15.1 The Contract is subject to Danish law.
15.2 All disputes shall be resolved amicably between the Parties whenever possible.
15.3 If a conflict cannot be resolved, either of the Parties can bring the matter before the courts. The court of venue is Copenhagen.