TERMS AND CONDITIONS FOR SALE AND DELIVERY OF WELCOMEBOB’S INTERCOM
These terms and conditions (“Agreement“) apply to the customer’s use and purchase of products from WelcomeBob ApS (“WelcomeBob“). The actual purchased product including the corresponding systems and software (“Product“) is set out in a separate order agreed by the parties (“Order“). By signing the Order, the parties agree to the following:
1.1 It has been agreed that the Customer will purchase the Product as described in the Order and on terms and conditions as outlined in this
2.1 WelcomeBob shall deliver the Products in accordance with the Order and shall in all material aspects comply with the specifications set out in the Product Specification – Exhibit
2.2 Delivery shall be made in accordance with the Order,
e.g. at the time(s) stated in the Order and at the address(es) stated in the Order.
3. LICENCE TO SOFTWARE ([WELCOMEBOB APP])
3.1 The Customer is granted a non-exclusive, royalty-free, non-transferrable and limited right to use the software application denoted WelcomeBob in accordance with the separate terms and conditions
3.2 The Customer shall comply at all times with such licence terms and conditions and shall indemnify WelcomeBob against all losses, damages, costs and expenses incurred or suffered by WelcomeBob as a result of the Customer breaching such licence terms and
4. TERMS OF PAYMENT
4.1 The price and payment for the Product is specified in the Order. All prices are exclusive of Danish VAT and any other applicable withholding taxes and
4.2 WelcomeBob’s terms of payment for hardware are cash payment 14 calendar days from the date of the relevant Time of payment shall be of the essence for the purposes of this Agreement.
4.3 WelcomeBob’s terms of payment for subscription are cash payment 0 calendar days from the date of the Time of payment shall be of the essence for the purposes of this Agreement. The customer must setup a fixed transfer for the subscription.
4.4 If the Customer does not pay by the due date, the Customer will become liable for interest on overdue payments in accordance with the Danish Interest Act (in Danish: Renteloven) from the due date until the date the invoice and interest are paid in full.
4.5 If the Customer does not pay the subscription on due date, WelcomeBob is entitled to close down all functions of the WelcomeBob system until the invoice and interest are paid in full.
4.6 Every year on the January 1st, subscription prices increase by the danish Customer Price Index (Forbrugerprisindex) +2%.
5. INSTALMENT AND TESTING
5.1 The Customer has the sole responsibility for installation and testing the Product, this includes any damage to the premises in connection with the instalment of Products.
5.2 In immediate connection with the testing the Customer shall inform WelcomeBob whether the Customer is of the reasonable opinion that there are defects in the Defect means an error in the Product’s intended function compared with the Product Specification – Exhibit 1, provided that the Customer operates the Product correctly according to the specifications (“Defect“). The Customer shall present a list of the Defects to WelcomeBob without delays and in any event within 15 working days after the disclosure of the Defects.
6. LIMITED WARRANTY
6.1 The Products are covered by a 12 months warranty period running from the delivery of the Product (the “Warranty Period“). During the Warranty Period WelcomeBob guarantees that the Product at the time of delivery is consistent with the Product Specification – Exhibit 1, and that the Product meets the demands described herein.
6.2 Within the Warranty Period the Customer is entitled to demand that WelcomeBob provides a remedy if the Customer can substantiate that the Product was defective at the time of delivery. By remedy is meant that a Defect has been corrected, that replacement delivery will be made or that reinstallation of the software or the equipment is made, after which the Defect will not re-occur (“Remedy“). Subject to such Remedy of Defects and the right to termination in Clause 6.3 below, all Products shall be delivered as is. Hence the Customer is restricted from seeking other remedies for breach.
6.3 If the Customer can substantiate that the Product possessed a Defect at the time of delivery and if WelcomeBob has not provided a Remedy for said Defects within 60 calendar days from the time of Customer’s written notification hereof the Customer is entitled to terminate the contract. If the contract is terminated, WelcomeBob shall refund the Order sum less a deduction for decrease in value or ordinary use.
WelcomeBob shall be liable in accordance with the rules of the EU Product Liability Act No. 85/374/EEC as implemented in Denmark, to the extent that this legislation cannot be varied from by an agreement. WelcomeBob renounces all other product liability on any other
The Customer shall cease using the Products delivered by WelcomeBob immediately and shall return this in the condition in which it is found at the Customer’s premises.
6.4 It is WelcomeBob’s responsibility to deliver Products stated in the Product Specification – Exhibit 1 only with the herein stated WelcomeBob is not liable if the Product does not meet the Customer’s expectations as to functionality or need, which are not stated in the present Agreement. WelcomeBob shall not be held accountable if the Products have been used contrary to WelcomeBob’s instructions or if changes or other measures have been made by others than WelcomeBob.
6.5 WelcomeBob shall not be accountable for defects or other matters relating to the Customer’s own IT Unless anything else has been expressly stated in the Product Specification – Exhibit 1, WelcomeBob shall not be accountable for defects or other matters relating to the integration, instalment or the interaction between the Product and the Customer’s premises or systems.
6.6 Save for the provisions of clause 10 and death or personal injury caused by the negligent acts or omissions of one party or its employees or agents, any claims for damages set off by the present Agreement are limited to the effected party’s direct loss (including loss of revenue on the present Agreement) and neither party shall be liable to the other for loss caused by indirect damages or consequential damages (including operational losses, loss of data or their re- establishment, loss of goodwill or other similar consequential damages), or loss of profits regardless as to whether the party has been informed about the possibility of such a loss and whether the other party has acted negligently. Each party acknowledges and agrees that it is better placed to foresee and quantify its own potential losses and to insure against such risks. The total damage which one party shall pay another party according to the present Agreement is limited to 25% of the Order sum which is related to the specific order.
7. PRODUCT LIABILITY
WelcomeBob shall be liable in accordance with the rules of the EU Product Liability Act No. 85/374/EEC as implemented in Denmark, to the extent that this legislation cannot be varied from by an agreement. WelcomeBob renounces all other product liability on any other basis.
8. INTELLECTUAL PROPERTY RIGHTS AND OTHER REQUIREMENTS
8.1 WelcomeBob shall own all copyright and any other intellectual property rights to the Product and all documentation and other data regarding the Product including data passed on with the purpose of a correct installation, test and operation of the Product. The Customer shall respect WelcomeBob’s and any subsupplier or sublicencee’s rights and requirements, including the unlawful disclosure of the Products, documentation material or other data to a third party.
8.2 WelcomeBob is responsible to ensure that the Product do not violate a third party’s intellectual property rights. If an action is brought against the Customer where it is asserted that such a violation exists, the Customer is obligated to inform WelcomeBob hereof immediately. Hereafter WelcomeBob shall take control and conduct of the dispute and the costs in this connection, and WelcomeBob has an irrevocable authority at its own expense to commence a trial or make a settlement regarding the alleged violations. If a court judgement is made in favour of the third party’s claims, WelcomeBob is by own choice obligated to either, at its own costs, obtain the right for the Customer to continue to use of the Product, or to bring the violation to a stop by changing or replacing the Product or parts hereof with another Product, program, etc., that substantially have the same functionality as the Product, program, system , or make an annulment of this Agreement against full repayment to the Customer of the Order sum. In such a case the Customer shall not be entitled to make further claims against WelcomeBob.
8.3 WelcomeBob own the copyright and any other intellectual property right to any other intellectual property right to any modifications.
8.4 WelcomeBob’s responsibility pursuant to Clause 8.2 shall be limited to the extent that such intellectual property infringement is not attributable to the Customer’s own IT Platform or software not supplied by WelcomeBob.
8.5 WelcomeBob’s responsibility pursuant to Clause 8.2 shall be limited to the extent that such intellectual property infringement is not attributable to the Customer’s own IT Platform or software not supplied by WelcomeBob is entitled to use WelcomeBob installations as references in social media, on their website and other media material.
9. TRANSFER OF RIGHTS
9.1 WelcomeBob is entitled to use sub-contractors, and WelcomeBob is responsible for these in accordance with the present Agreement. In no circumstances shall the Customer acquire a better legal position than the one which follows from the sub-contractor’s licence terms or standard conditions for hardware.
9.2 Subject to 8.1, neither of the parties are entitled to assign or transfer the rights or obligations according to the present Agreement to a third party.
9.3 WelcomeBob is entitled to transfer the right to receive payment pursuant to the present Agreement.
10. FORCE MAJEURE
10.1 Neither party shall be liable to the other party in the event of force majeure, which has an effect on the party’s obligations in accordance with the present Events which will be regarded as force majeure shall include war and mobilisation, natural disasters, strikes, lock-outs, fires, non-deliveries, delayed or short deliveries from sub-suppliers due to similar force majeure events, damage to production apparatus, computer virus, incapacitated key persons, and other circumstances beyond the reasonable control of the affected party.
10.2 In the event of force majeure, as described in Clause 1, in whole or in part prevents the parties from carrying out their obligations under this Agreement for a period of more than three months, WelcomeBob is entitled to in whole or in part to annul this contract without any liability to pay damages. In this event WelcomeBob and the Customer shall keep the material received from the other party, and the Customer shall pay for services delivered but not paid at the time of the annulment. Hereafter no further claims shall exist between the two parties.
11.1 Each party shall protect and keep confidential any business secrets during the term of the present At the request of the disclosing party the other party shall return or destroy all disclosed confidential information, at the direction of the disclosing party.
12. CHOICE OF LAW AND COURT OF JURISDICTION
12.1 The present Agreement shall be governed by Danish law and the competent court of jurisdiction for any disputes arising out of the present Agreement shall be the Copenhagen City Court.