BOMAN Consulting Standard Terms

1. SCOPE

1.1 These terms and conditions apply to any agreement between BOMAN Consulting Aps (”BC”) and a customer (”Customer”) regarding the supply of consultancy services, unless agreed otherwise in writing.

2. OBLIGATIONS OF THE PARTIES

2.1 The services that BC will provide (”Services”) shall be described in a Solution Description (”Solution Description”) in connection with the agreement between BC and the Customer.

2.2 Unless otherwise agreed in writing, BC is not required to obtain a specific result for the Customer by supplying independent consultancy Services.

3. PRICES AND PAYMENT TERMS

3.1 Transport expenses are charged according to the valid rates when driving in own car and otherwise for reimbursement of the documented and reasonable transportation expenses. Other agreed expenditure for e.g. reproduction, rental of premises or equipment, catering etc. must be reimbursed by the Customer once documentation of the expenses incurred is provided. The expenses are not included in estimates or fixed prices, unless otherwise agreed.

3.2 All amounts are stated in Danish kroner and are exclusive of VAT and other taxes.

3.3 BC invoices for payment for the Services monthly in arrears with a specification of dates, times and the work performed unless a payment plan is agreed.

3.4 Invoices are due thirty (30) days after the date of the invoice.

3.5 Unpaid amounts will bear interest from the due date in accordance with the Overdue Payments Interest Act

4. RESPONSIBILITY

4.1 BC is not responsible for the Customer’s financial losses resulting from errors and defects in the supplied and other liabilities according to Danish law, but with the following restrictions:

4.1.1 BC will not be liable under any circumstances for operational, profit or other indirect losses including the loss of data.

4.1.2 BC will not be liable under any circumstances for circumstances beyond the control of BC, including strikes, lockouts, electrical or supply failures, fire, flood as well as conditions relating to subcontractors.

4.3 BC’s responsibility will in all cases be for individual liability, be restricted to the sum of one monthly fee. Under no circumstances will BC’s total, cumulative liability regardless of the basis, exceed an amount equal to one month of fees paid to BC under the parties’ agreement relating to supplying the Service.

5.1 CONFIDENTIALITY AND DATA SECURITY

5.1 Each Party undertakes to keep confidential know-how, trade secrets, personal and client information and other confidential information. The duty of confidentiality does not apply to information, which at the time of the disclosure, was publicly available, or if the other Party can prove that the Party that received the information at the time was already familiar with the information or where the relevant information was at that time available to the receiver in another lawful manner.

5.2 Each Party undertakes to instruct employees and subcontractors of their duty of confidentiality.

5.3 BC’s processing of information concerning the Customer’s employees, customers or other data belonging to the Customer, will take place on behalf of the Customer and according to their instruction. BC is only entitled to process this information as a part of achieving an agreement with the Customer.

6. TERMINATION

6.1 Agreements on specific tasks and projects that are completed within a certain limited period, cannot be terminated by either Party. Contracts for sustained supply of Services may be terminated by either Party with thirty (30) days written notice at the end of the calendar month.

6.2 The Customer has an option to increase the termination period to 90 days if the contract is terminated by BC.

7. FINAL PROVISIONS

7.1 Legally binding notifications: Giving notice and other notifications can be sent with binding effect to BC at the email address (jakob@bomanconsuliting.dk). BC can send notifications to the client with binding effect to any email address that the Customer has used previously in any correspondence with BC.

7.2 Sub-contractors: BC is entitled to entrust the fulfillment of the Agreement to subcontractors, including off-shore sub-contractors. BC is liable to the Client for subcontractor deliveries in exactly the same way as it is for their own supplies.

7.3 Assignment: BC has the right to assign all their rights and obligations towards the Customer to a third party.

Termination: The Agreement between the parties can be terminated by written notice to the other Party in the event of (i) the bankruptcy, receivership or commencement of insolvency proceedings of the other Party or (ii) if the other Party materially breaches its obligations and fails to end the breach by the latest 30 days after the receipt of written notice thereof. Any termination is only valid for the future (“ex nunc”).

7.5 Disputes: Any dispute arising out of the Agreement shall be brought before the District Court in Copenhagen as the venue in the first instance and will be dealt with under Danish Law.

Last updated 19 Marts 2019.

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