1. Validity
    These terms and conditions shall apply to any sale and delivery of any service/product from ITEMA ApS (hereinafter ITEMA) and are an integral part of the agreement. In the event of any discrepancy between the conditions stated in an offer, agreement or order confirmation and these conditions, the conditions stated in the offer, agreement or order confirmation shall apply. These conditions shall then supplement the conditions stated in the offer, agreement or order confirmation. Changes to these conditions shall only be binding on ITEMA if ITEMA has specifically accepted such change in writing. ITEMA provides both subscription-based and on-demand software. In the case of on-demand software, ITEMA shall at all times be entitled to stop delivery in the event of non-payment, without ITEMA incurring any liability for this reason. The following rules shall also apply to "on demand software" with the appropriate relaxations.
  1. Force majeure and the like.
    All agreements are entered into subject to ITEMA's fulfillment of the agreement not being hindered by circumstances for which ITEMA is not responsible, including force majeure, strike, lockout and other unforeseeable obstacles.
  1. Technical information etc.
    ITEMA's product information, information on technical data and services, etc. in brochures, on websites, etc. shall be indicative unless ITEMA has expressly confirmed the information to the Customer in writing. The Customer shall be obliged to provide ITEMA with all relevant information prior to the commencement of a consultancy service.
  1. Order
    The Customer shall be obliged to fulfill the agreement entered into. If the Customer cancels a placed order before delivery, ITEMA shall be entitled to charge a fee of 25% of the purchase price/total price to cover losses incurred due to commenced expedition, storage interest, loss of value, fees to suppliers, etc. If ITEMA's loss due to cancellation of the order exceeds 25% of the purchase price, the Customer shall be obliged to compensate the entire loss. If ITEMA's remuneration is calculated according to time spent, ITEMA shall be entitled to demand payment from the Customer for the time spent by ITEMA up to the time of cancellation. The Customer has no right of return.
  1. Duty to inspect
    The Customer shall be obliged to inspect the delivered goods immediately after delivery has taken place. The Customer shall lose its right of complaint and right to claim defects if the Customer does not immediately notify ITEMA of any defects. The Customer shall not be entitled to withhold payment, even if parts of the delivery are not functional upon delivery. However, in such a case, the Customer shall be entitled to deposit any remaining purchase price in favor of ITEMA for release when the delivery is functional in accordance with the specification. This right of deposit shall be forfeited if the Customer does not notify ITEMA in writing as soon as the defect is discovered and immediately give ITEMA access to rectify the defect.
  1. Pricing - services
    Unless otherwise stated in the offer or order confirmation, all services, including, for example, programming/software development, set-up and installation, are performed on a time and material basis. This applies regardless of the fact that the service may be delivered in several installments. If the customer wants a fixed price for the services, a separate offer will be prepared. In this case, a chargeable preliminary analysis is required. ITEMA shall not be liable for fluctuations in a price estimate unless ITEMA has agreed to deliver at a fixed price. Regardless of the fixed price, the Customer shall be liable for any additional time spent due to conditions in the Customer's existing software or hardware, which conditions must be considered unusual and/or unpredictable.
  1. Software developed by ITEMA
    Software developed in accordance with an offer shall be guaranteed for 3 months from the time of delivery against errors and defects when it can be established that the delivered product does not live up to the written agreement. ITEMA shall thus rectify errors or defects found during the warranty period free of charge, but limited to what can reasonably be expected. Rectification of errors and defects shall be carried out in accordance with good practice within the industry, and in certain situations, circumvention of errors may be necessary, including, but not limited to, rewriting code. The Customer shall notify ITEMA without undue delay if the delivered goods do not live up to the written agreement, otherwise the warranty shall lapse. If the Customer wishes to make changes to the delivered goods after the expiry of the warranty period, ITEMA shall be entitled to demand payment from the Customer according to the time spent. The Customer shall be obliged to assist ITEMA with error messages and other documentation that ITEMA may find necessary to rectify the problem. If software is developed on an hourly basis without a prior written agreement regarding the nature and scope of the task, ITEMA shall not provide a guarantee on the task, but shall be happy to remedy any problems on an hourly basis.
  1. Copyright
    ITEMA has unrestricted copyright to the delivered goods and the Customer thus only has a non-exclusive and limited right of use.
  1. Delivery time
    The stated delivery time is based on information from ITEMA's suppliers. Delays not attributable to ITEMA shall be accepted by the Customer and shall not be enforceable against ITEMA. Significant delays caused by ITEMA's willful misconduct shall entitle the Customer to cancel the transaction, but not to claim compensation. ITEMA shall not be liable for consequential or indirect losses (see also clauses 14 and 18).
  1. Shipping, transportation and express fees
    Shipping/transport is at the Customer's expense and risk. When driving between the customer and ITEMA's address and return, the customer will be invoiced according to the state's current rates for driving in their own car + the equivalent of half an hour of ITEMA's hourly rates applicable from time to time when the driving occurs on Zealand. When driving to Funen, 1 hour is invoiced at ITEMA's hourly rates applicable at any time + the government's applicable rates for driving in your own car and bridge or ferry costs. Travel to Jutland is invoiced with a minimum of 3 consultant hours + the government's current rates for travel in your own car and the cost of a bridge or ferry. An express fee may be charged if a customer calls a consultant "here and now".
  1. Other costs
    Other costs are invoiced to the customer at cost price + 5% administration fee. This applies, for example, to bridge tolls across the Great Belt if the customer wants a consultancy visit on Funen or in Jutland.
  1. Retention of title
    Title to the purchased goods shall remain with ITEMA until the full purchase price, including any finance charges, has been paid. The Customer undertakes to keep the purchased goods intact and insured until the purchase price has been paid in full.
  1. Compatibility of equipment
    ITEMA cannot guarantee that delivered equipment can work with older equipment. Such a guarantee can be offered after a detailed analysis where ITEMA tests the Customer's existing equipment. Such pre-analysis shall be charged at ITEMA's hourly rates applicable from time to time.
  1. Warranty, errors and defects
    There is no warranty on delivered products. If a product suffers from a defect, the customer must take the product to an authorized dealer. ITEMA can only be held liable for any defects caused by ITEMA's circumstances and not ITEMA's suppliers or others. If ITEMA's suppliers can be held liable for defects, ITEMA agrees to allow the Customer to exercise its rights against the supplier, against indemnifying ITEMA for costs. ITEMA's liability shall in any case be limited to remedy in the form of repair, program update or replacement of delivered goods. ITEMA shall not be held liable for or be required to pay compensation for consequential or indirect losses, whether in the form of operating losses, lost profits, claims arising from subsequent sales or otherwise. ITEMA's liability shall be limited to the purchase price. If ITEMA is obliged to repair or replace delivered goods in accordance with the above, any shipment or transportation shall be at the Buyer's expense and risk. In cases where the Buyer has entered into a service contract with ITEMA regarding the purchased goods, the service contract shall apply in addition to these conditions. ITEMA's rectification of any defects shall not include any re-installation of the Buyer's data and programs. Such services shall be paid for separately according to ITEMA's hourly rates. The Customer shall assume the risk of additional costs for its own testing and ITEMA's subsequent troubleshooting. For program adaptations and system deliveries, the service/system shall not be considered delivered/completed until the Customer has - without undue delay - tested the delivered adaptations/systems and ITEMA has had the opportunity to correct any errors found. Correction of such errors shall be at the Customer's expense. Notwithstanding the above, the delivery shall be deemed to be contractual and delivered when it is put into use (or a maximum of 8 days after delivery if the Customer has not objected before then).
  1. License
    For software, the license terms applicable from time to time apply in addition to these terms. See ITEMA license terms     here.
  1. Resale of equipment
    In the event that equipment is resold, the buyer is obliged to inform his customer of these conditions. ITEMA cannot be obligated to third parties beyond what is stated in these terms and conditions. Software and licenses cannot be validly transferred, not even by indirect transfer (sale of a controlling interest in the customer's company or similar).
  1. Termination of hosted solutions/services and collaboration agreement
    After a minimum period of 12 months, the agreement/service/product can be terminated by either party with 6 months' notice. Changes to the terms of the agreement follow the terms of termination. In the event of termination of the agreement/service/product, ITEMA shall also undertake, for whatever reason and against separate payment, to return all material that ITEMA hosts for the Customer and that ITEMA has received from the Customer or a third party or has been developed by ITEMA, but to which the Customer has acquired rights by agreement with ITEMA. All changes and termination of the agreement/service/product shall be made in writing to e-mail:     info@itema.dk
  1. Limited liability
    To the extent that ITEMA may advise the Customer on its IT configuration, setup, etc., this shall be done without liability for ITEMA. Regardless of the basis on which a claim is raised and regardless of the degree of negligence, ITEMA shall not be liable for indirect losses or consequential damages such as operating losses, loss of profit, loss of data or costs in connection with the restoration thereof, loss of goodwill, distortion of messages, loss of expected savings and similar. ITEMA's liability for any loss or damage shall be 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 paid for the service, ITEMA's total liability shall be capped at DKK 50,000.
  1. Consultant hourly rates 2024
    ITEMA's consulting hourly rates in 2024 are DKK 990,-. Discounts are available when purchasing vouchers, contact ITEMA for current discount rates.
  1. Consulting hourly rates outside normal opening hours
    One consulting hour from 17:00 - 20:00 and 07:00 - 8:30 DKK 1,485,- per hour or part thereof, but minimum 1 hour. Consulting hour from 20:00 - 07:00 DKK 1.980,- per hour or part thereof, but minimum 1 hour. Consulting hours Saturday - Sunday DKK 1.980,- per hour or part thereof, but minimum 1 hour. All prices are exclusive of VAT.
  1. Invoicing
    ITEMA sends invoices electronically. Should the customer wish to use any other method of transmission, this will result in an administration fee of DKK 125.00, which will be added to each invoice. Consultant visits are invoiced per commenced ½ hour, but minimum 1 hour. Telephone hotline and remote support consultancy is invoiced per ½ hour or part thereof.
  1. Terms of payment
    Payment terms: Net 8 days. ITEMA is entitled to require documentation of the customer's ability to pay. For hardware purchases, payment terms are net cash on delivery. Delivery shall mean either at the Customer's address or at ITEMA's address for ITEMA's further configuration for the Customer. In the event of payment after the due date, interest shall be calculated on the invoice amount in accordance with current legislation per commenced month + a reminder fee of DKK 410.00 on the first reminder and a minimum of DKK 100.00 per subsequent reminder.
  1. Governing law and jurisdiction
    All disputes shall be settled under Danish law at the City Court of Copenhagen as the agreed venue.