General terms
1. Application and validity
Any service, including development, consultancy, research, programming, design, implementation, etc. is delivered regardless of whether the supplier (hereinafter referred to as “Webnorth”) acts as the main or sub-supplier according to these “General Terms”. The Customer’s indication of special or general terms in the tender material, order, acceptance, terms of purchase, etc. is not considered a deviation from these “General Terms” unless Webnorth has accepted the deviations in writing.
2. Services
Webnorth must deliver the service for which a separate agreement on a service has been specified (hereinafter referred to as the “Agreement”). Webnorth is entitled to have its obligations under the Agreement performed by subcontractors.
If one of the solutions proposed by Webnorth includes software or other things to which Webnorth does not have rights, it’s the Customer’s responsibility to enter a separate agreement and cover all associated costs with the third party in this regard.
The Services shall be deemed delivered upon their transfer to and acceptance by the Customer. Webnorth is responsible for the service until the transfer date, at which point responsibility passes to the Customer.
Webnorth aims to adhere to all deadlines, though they may be subject to change and should not be considered binding. Any delays caused to the Customer or third parties may impact the associated timeline. The terms for enforcing strict deadlines can be negotiated on a case-by-case basis, but must be documented in the Specification for alignment.
2.1 Process
Acceptance of delivery
Once the handover of the specified service has been held, the Customer has 14 working days to make changes and corrections to the service, as well as to accept the service. If the Customer does not take any action within 14 working days, the delivery is automatically accepted. Changes and corrections must be submitted to Webnorth in one complete and adequate list. Once the corrections are made, the service is automatically accepted by the Customer.
The Customer’s digital solution can be on standby on our staging server for up to 30 days. The service and hosting agreement must then be started and invoiced. If the Customer does not have a service and hosting agreement at Webnorth, the Customer’s digital solution will be transferred to another server paid for by the Customer after no more than 30 days. The transfer will be invoiced per hour. The hourly rate for transfers is DKK 1.000 excl. VAT.
The Customer has a 3-month full warranty on the digital solution. If the Customer chooses a service and hosting agreement at Webnorth the digital solution is secured with a warranty. The full warranty depends on each agreement and will be outlined in the Agreement.
If The Customer wants a service and hosting agreement at Webnorth, there will be a full warranty as long as the agreement is valid. If desired, an additional contract can be provided detailing all the information and benefits that a service and hosting agreement at Webnorth offers.
Due to the nature of IT, where many variables can influence the functionality of any development, Webnorth provides a 3-month warranty for development that is not made for a Customer with a service and hosting agreement. If a development is not working as intended within the 3 months due to external factors such as the hosting platform, third-party changes, or anything that is not directly linked to the programmed code, an additional fee will be applied if it needs to be fixed. This fee depends on the time needed to fix the issue caused by the third party.
Publication
Webnorth cannot be held responsible for any third party delay in the publication phase, including Apple, Google, the Customer’s existing hosting, or other third parties needed for the delivery. The Customer is aware that, among other things, third parties can delay publication to a large extent, and if the service is rejected by the third party, it is the Customer’s responsibility to secure an extra budget for changes at Webnorth.
Webnorth cannot be held responsible for the lack of compatibility with the Customer’s hosting provider if this is a third party. It is the Customer’s responsibility that the server they or their third-party supplier meets the minimum requirements that our digital solution must have. It is always recommended to have a service and hosting agreement at Webnorth, which guarantees reliable hosting that is compatible with the customer’s digital solution.
2.2 Services not included; texts, images and other content
Insertion of texts, images, and general content is not part of the delivery unless it’s specified in the Agreement and under the specification for the service.
The Customer must send design in web-based design tools like Figma. It is important to state that accessing a development mode or environment in the chosen design tool is crucial to the development process and this is paid by the Customer.
If the Customer needs help with creating content Webnorth can recommend a strong collaboration partner.
2.3 Hours on services and vouchers
Services
Each service includes an accepted budget and specification. When a specific task starts and Webnorth can see that the estimated task is not doable within the estimated hours, Webnorth can re-estimate the task and present this to the Customer. The Customer then has three options:
- Accept the new estimation.
- Reject the new estimation (The task will be removed from the budget).
- Research after an alternative solution (This investigation is out of scope and is an add-on to the project).
Vouchers
The Customer must pay the voucher before we can start a task. Webnorth is obliged to provide the Customer with an estimate for all tasks that take more than five hours. The Customer should only pay within the estimates given. If the task is not doable within the estimated hours, Webnorth can re-estimate the task and present this to the Customer. The Customer then has three options:
- Accept the new estimation.
- Reject the new estimation (The task will be removed from the budget).
- Research after an alternative solution (This investigation is out of scope and is an add-on to the project).
Webnorth does not refund vouchers.
A minimum of 30 minutes per task is billed / registered on voucher tasks.
2.4 Responsibility for publications
Webnorth’s responsibility for publications
Webnorth does not undertake to acquire publications, licenses, permits, and other authorization to use statements, test materials, images, graphics, or other property/rights belonging to third parties used in the service. It is the Customer’s responsibility to have the rights to the material used in their digital solution.
2.5 Server
If the Customer would like to host their digital solution on their own server it is under no circumstances Webnorth’s responsibility that the server works, or to ensure compatibility with the digital solution.
The price of the service agreement will be higher by hosting it on the Customer’s own server, as it will take extra time for Webnorth to manage the solution. A solution like this can only be invoiced through a voucher.
Webnorth is responsible for the ongoing monitoring of our WordPress-optimized server to ensure it operates at optimal performance and stability. If any unexpected downtime occurs, we will prepare an incident report that details the nature of the issue and the actions that have been taken to rectify it. This report will be made available to the Customer to provide transparency and accountability in our service delivery.
3. The Customer’s cooperation
The Customer is obliged to provide the necessary information stated in the Agreement.
To manage the contact with Webnorth, the Customer must appoint a one point of contact
to whom any inquiries regarding the Agreement must be directed. The Customer’s designated employee must be entitled to enter into binding agreements on the Customer’s behalf.
4. The Data Protection Act & GDPR
The Customer is responsible for establishing a Data Protection Agreement (DPA) with suppliers handling personal data. If you require assistance in drafting a DPA, Webnorth is available to help on an hourly basis. Webnorth maintains DPAs with all of its own suppliers.
5. Other expenses
Full remuneration is paid for travel time. If the Customer requests for work to be performed outside normal working hours, the Customer may be charged with a higher hourly rate. This will be stated in the agreement.
6. Terms of payment and retention of title
The Customer will send Webnorth all relevant invoicing information that is necessary to complete invoicing and payment. This information must be submitted to Webnorth without undue delay after acceptance of Webnorth’s services or service and hosting agreement.
The payment must be made as stated on the invoice, if not otherwise specified in the Agreement. If a payment deadline has been exceeded, and Webnorth has given the Customer 5 business days’ written notice, there will be a penalty interest of 1.5% per month until the amount has been credited to Webnorth’s bank account.
In the event of non-payment, Webnorth reserves the right to suspend work until payment is received, and may also charge for additional work and expenses incurred. If the Customer is in significant breach of their payment obligations, as defined as failure to settle undisputed outstanding amounts within 30 days after receiving a final written payment reminder, Webnorth may terminate the agreement. It is important to note that Webnorth will not retain any of the Customer’s information, data, assets, etc.
Special terms of payment must be stated in the Agreement of the services or service and hosting agreement.
7. Confidentiality
At the Customer’s request, Webnorth is obliged to keep confidential information that Webnorth receives regarding the Customer’s business.
The Customer undertakes to keep any information regarding Webnorth confidential unless the information is generally available to third parties.
The confidentiality obligations of the parties continue even if parts of the Agreement or the agreement in whole cease.
8. Support
Unless otherwise stated in the Agreement, normal support outside the scope of the services and service and hosting agreement is offered at an hourly rate. Webnorth can be contacted during normal office hours which are between 8 am – 4 pm CET on workdays. Support is generally invoiced on an hourly basis. The extra support can also be invoiced on a voucher.
Mail and telephone support is available during office hours between 8 am – 4 pm CET on workdays as a fixed service through Webnorth’s service and hosting agreement.
9. Complaints
The Customer is obliged to check the Services and examine it for any defects within 14 days. If the Customer discovers defects, the Customer must immediately submit a written complaint containing a specification of the fault in question and a description of the consequences of the fault for the Customer’s use of the Service. If a complaint is not made in time, the right to claim defects has lapsed.
Webnorth is not responsible for the Customer’s use of the Service, and the Customer is thus themselves responsible for compliance with applicable legislation and authority regulations.
Webnorth is not responsible for, and gives no guarantee for, the Customer’s or Customer’s third party’s services, standard software, materials, tools, solutions and methods, and is also not responsible for any changes that these may make.
10. Product liability
For product liability, Webnorth is responsible under the provisions of the Danish Product Liability Act.
11. Limited liability
Unless having acted wilfully, with gross negligence (including actions against generally accepted industry standards) or in breach of law or confidentiality (a), Webnorth is not liable for indirect losses or consequential damages such as loss of operations, loss of profit, loss of data or costs in connection with its restoration, loss of goodwill, distortion of messages, loss of expected savings and the like. (b) Webnorth’s liability for any loss or damage is limited to 25% of the amount paid by the Customer for the service (or lack thereof) on which the claim is based. Regardless of the amount of remuneration for the service, Webnorth’s total liability for damages is maximized in terms of the amount of DKK 200.000 ex. VAT.
As Webnorth is covered by an IT accident insurance through Tryg Forsikring A/S, the maximum cost will adjust solely if the insurance payout exceeds it. Hence, the 200,000 DKK ex. VAT represents solely our liability.
The said limitations of Webnorth’s liability for loss of (total) damages as stated under article 12 of the General Terms (2024) do not apply in case this will have resulted from Webnorth’s having acted wilfully, with gross negligence, or in breach of law or confidentiality.
Webnorth has secured IT Liability Insurance through Tryg Forsikring A/S, located at Klausdalsbrovej 601, 2750 Ballerup, Denmark. Customers can read more here:
https://drive.google.com/file/d/1X6X9OowqJ_xN5ad92Xj4v1Dj8bMkOimD/view?usp=sharing
12. Intellectual Property Rights
Webnorth has all rights to the Services and the Customer has all the rights to their results. Each party is entitled to sublicense these on behalf of third parties, however with the possible restrictions resulting from the license for the system used. Both Webnorth and the Customer must respect each other’s / third party’s rights, and each party is responsible for disregarding these rights, including unauthorized disclosure of the results to third parties. If the Services are based on specific systems, which are open-source, the Services are provided under the license “The GNU General Public License, version X” (GNU GPLvX) applicable at all times for WordPress/APP’s specific systems, and the Customer’s right to the Services and results are subject to these license terms before the terms of General Terms and Conditions. The license terms include, among other things, that the source code is or may be made available to a third party. The Customer is willing to grant, upon request of WebNorth, a worldwide, non-exclusive, and perpetual license for no consideration.
All photos, texts, and other media content that in some way are or may be captured under the Services will remain in ownership/in the right of the Customer at all times.
13. Marketing
Webnorth is allowed to use the Customer as a reference after the conclusion of the Agreement and show the Customer logo on Webnorth’s website. Otherwise, it should be stipulated within the terms of the Agreement.
14. Cancellation of the project
The Customer has the right to terminate or discontinue any ongoing services. However, the Customer remains responsible for any hours and expenses incurred prior to the termination or discontinuation.
15. Force majeure
Webnorth is not responsible to the Customer when the following circumstances occur after the conclusion of the Agreement and prevent, or postpone, the fulfillment of the Agreement:
War and mobilization, riots and unrest, natural disasters, epidemics, strikes and lockouts, shortage of goods, shortages or delays in deliveries from sub-suppliers, fire, lack of transport options, currency restrictions, import and export restrictions, death, illness or resignation of key personnel, computer viruses or other circumstances, which Webnorth does not control. In this case, Webnorth is entitled to postpone the delivery until the impediment to performance has ceased.
16. Governing law and arbitration
Any dispute between Webnorth and the Customer must be settled according to Danish law, except for international private law rules. Any complication that may arise in connection with the Agreement or these General Terms and Conditions must be settled by the ordinary Danish courts.