Terms of service

1. Parties and scope

1. The terms apply between Opetum v/ Micklas Skov Skelmose ("Supplier") and the business customer entering into an agreement with the Supplier ("Customer").
2. The terms cover all projects and services delivered under Skelmose Solutions as well as other products owned by the company.
3. The terms apply unless the parties have agreed otherwise in writing.

2. Agreement basis and precedence

1. The agreement basis consists of (i) these terms of service and (ii) any written offers or order confirmations.
2. In case of conflict, these terms take precedence unless otherwise agreed in writing.

3. Services, scope and changes

1. Deliveries are performed according to the agreed scope in writing.
2. Changes and additional work require the Customer's written approval and are billed as time & material with possible adjustments to price and schedule.

4. Customer participation

1. The Customer provides necessary information, access rights, materials and decisions in due time.
2. Lack of participation may result in deadline extensions and additional costs.

5. Delivery and acceptance

1. Deliveries are made continuously or by agreed milestones.
2. The Customer has 30 days from delivery to notify defects relative to scope. If no notice is given, the delivery is considered accepted.

6. Warranty (bug fixes)

1. The Supplier remedies its own code errors free of charge for 30 days from delivery or acceptance (the later time applies).
2. The warranty does not cover issues caused by third parties, Customer changes or use outside the agreed environment.

7. Hosting, operations and support

1. Hosting is provided via selected subcontractors.
2. Support window: Monday-Friday 09:00-17:00.
3. SLA response within the support window:
   • P1 (critical outage): response within 2 business hours and immediate remediation.
   • P2 (significant impact): response same business day.
   • P3 (minor issues/requests): response within 2 business days.
4. Planned service windows may be used as needed. Backup and retention follow agreement and applicable law. Data export is delivered as time & material in standard format.

8. Pricing, invoicing and payment

1. All prices are stated in DKK excluding VAT.
2. Projects are invoiced 50% at start and 50% upon delivery/launch.
3. Payment terms: net 14 days from invoice date.
4. Urgent work outside normal business hours is billed at 1.5x the hourly rate by prior agreement.
5. In case of late payment, a reminder fee of DKK 100 may be charged (maximum three reminders with at least 10 days between each) and interest according to the Danish Interest Act (reference rate + 8 percentage points per year).
6. A fixed compensation amount of DKK 310 may be charged for collection costs. Does not apply to consumer relationships.

9. Third-party systems

Solutions may rely on third-party services (e.g. hosting, CDN, email, analytics). The Supplier is not liable for third-party downtime, changes or terms; relevant third-party terms may apply.

10. Intellectual property

1. Pre-existing IP, tools and generic components belong to the Supplier.
2. Customer-specific code generally belongs to the Customer upon full payment. The Supplier may reuse generic elements that are not customer-specific.

11. Confidentiality

The parties treat confidential information confidentially during the collaboration and for three years after termination, with customary exceptions (publicly known information, legal requirements, etc.).

12. Personal data

1. If the Supplier processes personal data on behalf of the Customer, a data processing agreement is entered into in accordance with GDPR art. 28.
2. Any transfers to countries outside the EU/EEA occur only with valid transfer mechanisms (e.g. SCC, adequacy decision or equivalent) and appropriate supplementary measures.

13. Defects and complaints

1. Defects exist in case of significant deviation from the agreed scope.
2. Visible defects must be reported within the acceptance period; hidden defects without undue delay after discovery.
3. Issues caused by the Customer's changes, third parties or use outside the agreed environment are not considered defects.

14. Delays

1. Delays are notified without undue delay.
2. Delays caused by the Customer or their suppliers grant deadline extensions and may incur additional costs.
3. Repeated material overruns are handled by a revised schedule; termination requires material breach.

15. Limitation of liability

1. The parties are not liable for indirect losses, including loss of operations, profit, data, goodwill and third-party losses.
2. Total liability is limited to the Customer's payments for the affected service over the last 12 months, unless intent/gross negligence applies or liability cannot be legally limited.

16. Termination of ongoing services

1. Ongoing services may be terminated by either party with three months' notice to the end of a month.
2. In case of material breach, the agreement may be terminated after written notice and a reasonable cure period.
3. In case of non-payment, the Supplier may suspend services after the second reminder.

17. Force majeure

Neither party is liable for circumstances beyond reasonable control (including government orders, major network outages at cloud providers, war, strikes, pandemics, etc.). Deadlines are extended proportionally.

18. Governing law and venue

1. The agreement is governed by Danish law.
2. Venue is the Esbjerg City Court.