General Terms of Business

1 SCOPE OF APPLICATION
2 GLOBETEAM’S SERVICES
3 CUSTOMER’S UNDERTAKINGS
4 CONSIDERATION AND TERMS OF PAYMENT
5 INTELLECTUAL PROPERTY RIGHTS, ETC.
6 PROCESSING OF PERSONAL DATA
7 GLOBETEAM CONSULTANTS
8 WARRANTIES
9 REFERENCES
10 DUTY OF CONFIDENTIALITY
11 COMPLAINTS
12 DISCLAIMER OF LIABILITY AND LIMITATION OF LIABILITY
13 FORCE MAJEURE
14 TRANSFER
15 TERMINATION
16 DISPUTE RESOLUTION
17 GOVERNING LAW AND JURISDICTION

Download General Terms of Business

1 SCOPE OF APPLICATION
1.1 These General Terms of Business shall apply to Globeteam’s provision of consultancy services to the Customer.

1.2 The specific terms of the agreement with the Customer will appear from a Consultancy Appendix or a similar agreement including any appendices, which, together with these terms, form the full contractual basis between Globeteam and the Customer (hereinafter collectively referred to as the “Agreement”).

1.3 In case of any discrepancies between these terms and the specific terms of the agreement, the specific terms shall take precedence.

2 GLOBETEAM’S SERVICES
2.1 Globeteam provides advice and other consultancy services to the Customer in such areas, and for the purpose of solving such tasks, as are agreed by the parties under the Agreement.

2.2 Globeteam provides consultancy services by making the consultants and/or services specified in the Agreement available to the Customer.

2.3 Any changes in the extent or the content of Globeteam’s obligations pursuant to the Agreement shall be agreed in writing between the parties.

3 CUSTOMER’S OBLIGATIONS
3.1 The Customer is generally responsible for performing and managing the tasks for which Globeteam provides consultancy services, cf. clause 2, as well as the Customer has the overall responsibility for the performance and management of the Customer’s project as a whole and for the final project result.

3.2 The Customer shall give Globeteam adequate and detailed information about the Customer’s business, business processes and IT solutions and make available such documentation that will enable Globetam to provide the Customer with the agreed consultancy services.

3.3 Globeteam’s consultants must have access to the Customer’s management, staff, equipment, IT systems and software development environment to the extent this is reasonably justified by Globeteam’s consultancy services provided to the Customer.

3.4 The Customer shall make available sufficient office facilities at the Customer’s premises. When using such facilities, Globeteam must comply with any general safety procedures that are communicated to Globeteam in writing.

3.5 The Customer shall, where required, facilitate contact between Globeteam and the Customer’s other suppliers if this is relevant for Globeteam’s consultancy services.

3.6 The Customer shall ensure that members of the Customer’s staff that are part of the project have the required educational and practical qualifications to fulfil their role in the project.

3.7 The Customer must make any project and management decisions within reasonable time as regards practical, technical and financial matters, as well as any other matters requested by Globeteam, in order for Globeteam to be able to plan and provide the agreed consultancy services to the Customer.

4 CONSIDERATION AND TERMS OF PAYMENT
4.1 Hourly based consultancy services are invoiced on the basis of the time spent, and the hourly rates, discount rates, etc. will be specified in the Agreement. All prices are stated in Danish Kroner. Prices are specified including applicable duties, VAT exclusive. If the applicable Danish duties are amended, prices will be adjusted with the net financial consequence.

4.2 For agreements with an ongoing supply of services, Globeteam is entitled to adjust the hourly rates once every year with effect from 1 January. This adjustment will, as a minimum, be based on the change in the net price index, cf. Consolidated Act No. 76 of 3 February 1999 on calculation of a net price index. If the net price index ceases to exist, a similar index shall be used.

4.3 If Globeteam has carried out work in addition to the services described in the Agreement, Globeteam is only entitled to receive payment for such work if it has been carried out at the request of the Customer or with the Customer’s consent.

4.4 If the consultant carries out overtime work without this having been requested by the Customer, the standard hourly rate shall be paid for such work. In case of overtime work requested by the Customer and accepted by the consultant, the standard hourly rate shall be paid with the addition of 50% for the first two (2) hours, and subsequently with the addition of 100%. For overtime work requested on Sundays and public holidays, the standard hourly rate shall apply with the addition of 100% for all hours.

4.5 Globeteam undertakes to keep track of the invoicing basis on an ongoing basis. All consultancy hours provided by Globeteam to the Customer and any customer-relevant costs are registered in Globeteam’s records with a specification of the work carried out and any disbursements. The Customer may at any time and upon request obtain access to the invoicing basis.

4.6 Globeteam’s disbursements for travel and accommodation in connection with the performance of the consultancy services are invoiced as per account rendered in addition to the consideration specified above. Mileage allowance is invoiced on the basis of the rates fixed by the Danish authorities. Travelling expenses will accrue from Globeteam’s group address, Virumgårdsvej 17A. Travelling expenses related to transport within a radius of 30 kilometers will not be charged to the Customer.
Travelling expenses for consultancy work carried out by consultants attached to the division at Innovations Allé 3, DK-7100 Vejle will accrue from Innovations Allé 3, DK-7100 Vejle or the address specified in the Agreement.

4.7 Globeteam’s remuneration and costs are invoiced monthly in arrears on the last Sunday of the month for payment on the 20th of the month following the invoice date.

4.8 In case of the Customer’s delay in payment or in case of postponement of payments due to circumstances for which the Customer is responsible, Globeteam can charge default interest pursuant to the rules in force at any time as specified in the Danish Interest Act.

4.9 If the Customer does not comply with the terms of payment, Globeteam is entitled to stop any work in progress until payment is received, and to request a similar postponement of any agreed projects. Furthermore, the Customer shall compensate Globeteam’s documented additional costs and loss resulting from the stopping of the work.

4.10 In case of a payment default exceeding fourty-five (45) days, Globeteam is entitled to terminate the Agreement with immediate effect due to material breach on the part of the Customer. In case of such termination, Globeteam is entitled to payment for the remaining part of the cooperation, however, less any income received by Globeteam as a result of the labour released as a consequence of the Customer’s breach. Furthermore, Globeteam is entitled to compensation for any reasonable additional costs which the Customer’s breach has caused to Globeteam, including, but not limited to, costs for legal assistance and internal Globeteam resources spent as a result of the breach.

5 INTELLECTUAL PROPERTY RIGHTS, ETC.
5.1 The Customer holds the ownership and copyright to Globeteam’s deliveries to the extent where Globeteam can transfer such right. Globeteam acquires a non-exclusive and non-terminable cost-free right to the above deliveries to the Customer. Globeteam can also use this non-exclusive and non-terminable cost-free right commercially, including in connection with deliveries to a third party.

5.2 Regardless of clause 5.1 above, any intellectual property right to pre-developed solutions, etc. shall remain Globeteam’s or a third party’s property. Such solutions, etc. may for instance be independent programs, services or other items usually acquired from Globeteam or a third party.

6 PROCESSING OF PERSONAL DATA
6.1 Unless otherwise specified in the Agreement, no data processor construction exists between Globeteam and the Customer in the opinion of the parties. If an individual assessment has shown that a data processor construction do actually exist, a data processing agreement must be signed and included as part of the Agreement.

7 GLOBETEAM CONSULTANTS
7.1 In case of any extraordinary circumstances making it necessary to replace a consultant, Globeteam will notify the Customer in due time and provide relevant information about the new consultant, who will, as far as possible, have the same skill level and be in the same price range as the original consultant.

8 WARRANTIES
8.1 Globeteam warrants that Globeteam’s consultancy services are provided in a skilled and timely manner and in accordance with good practice in the IT industry.

8.2 Globeteam does not provide any guarantees regarding and shall not be liable for any errors, defects and inappropriateness that may be referred to products originating from a third-party supplier that are part of Globeteam’s services or the total project in general.

9 REFERENCES
9.1 If nothing else is specified in the Agreement, Globeteam is entitled to use the Customer as a reference for marketing purposes.

10 DUTY OF CONFIDENTIALITY
10.1 The parties must observe confidentiality regarding information, data and documents exchanged between the parties and which are either marked as “CONFIDENTIAL” or which, due to their nature, are confidential or if it is stated at the time of disclosure that such information is confidential. The contents of the Agreement and these terms are confidential.

10.2 Regardless of the above, a party shall be entitled to use its general knowledge, concepts, ideas and know-how developed by the said party or which a party had knowledge of before the Agreement was entered into, or which has come to the knowledge of such party in any other legal manner. The Customer is entitled to claim that each consultant assigned for the consultancy task shall sign a standard confidentiality statement.

11 COMPLAINTS
11.1 Upon receipt of consultancy services, the Customer is obliged immediately after receipt to inspect the consultancy services in order to ensure that they are free from any defects.

11.2 Any claims regarding errors and defects relating to Globeteam’s services shall be made immediately, however, no later than one (1) month after the delivery has been completed. Otherwise, the claim is considered void due to inaction, and it cannot be claimed.

12 DISCLAIMER OF LIABILITY AND LIMITATION OF LIABILITY
12.1 Globeteam’s consultancy services are provided in their entirety as specified and directed by the Customer. Consequently, Globeteam does not assume any liability for the Customer’s project as a whole or whether Globeteam’s services are otherwise generally or specifically applicable to the Customer, but only assumes liability for providing the agreed delivery pursuant to the agreed specification. Examples of deliveries, but not an exhaustive list, include installation of IT system, drafting of documentation, design of architecture, configuration or application, programming and test of application, configuration of IT system. Globeteam’s liability shall be determined having regard to the specification available for the delivery and generally recognised good practice in the IT industry.

12.2 Globeteam cannot be held liable for indirect loss of any kind, including among others business interruption, loss of profits and turnover, loss of data, loss of savings and any claims raised by a third party against the Customer. Globeteam’s liability does not comprise damage to other things, and Globeteam thus disclaims, to the widest possible extent and subject to mandatory Danish law, product liability and liability as an intermediary.

12.3 Globeteam’s liability – regardless of the basis for such liability – is limited to twenty-five percent (25%) of the total amount invoiced in the twelve (12) months preceding the action giving rise to liability. Such liability cannot, however, exceed DKK 1,000,000 (in writing one million Danish Kroner). The Customer accepts to indemnify Globeteam from and against all third party claims exceeding the limitation of liability.

12.4 Globeteam has taken out professional consultant’s liability insurance of DKK 20 million in total per year for the services provided by Globeteam.

13 FORCE MAJEURE
13.1 Neither Globeteam nor the Customer shall be liable towards the other party pursuant to this agreement for any matters outside the said party’s control and the occurrence of which the party at the time of conclusion of this agreement should not have taken into consideration and should not have avoided or overcome, including, but not limited to, war, terror, extraordinary cyberattacks and virus, strike, lockout, fire, flooding, cloudburst or other acts of God.

13.2 A subcontractor’s circumstances shall be considered force majeure only if an obstacle comprised by clause 13.1 exists for the subcontractor, and which Globeteam should not have avoided or overcome.

13.3 In case of delays, force majeure shall be claimed only for the number of working days the force majeure situation exists. If a deadline for Globeteam is postponed due to force majeure, any subsequent deadlines and payments relating thereto shall be similarly postponed.

13.4 The party not affected by force majeure shall be entitled to terminate the agreement with immediate effect if the agreed deadlines are exceed by more than sixty (60) working days as a result of force majeure. In case of termination due to force majeure, Globeteam shall be entitled to invoice any work already carried out.

14 TRANSFER
14.1 The parties are not entitled to transfer any rights and obligations pursuant to this agreement to a third party without the other party’s written consent.

14.2 Globeteam is not entitled to fulfill its obligations towards the Customer by using subcontractors, unless the Customer in advance has accepted this in writing as part of the Agreement.

14.3 In case of structural changes with the Customer, the Customer may request to transfer its rights and obligations.

15 TERMINATION
15.1 Either party may terminate the parties’ cooperation with a written notice of thirty (30) days.

15.2 Globeteam is entitled to terminate the cooperation with the Customer without any prior notice if one of the consultants specified in the Agreement is unable to provide the agreed services, either due to the fact that the consultant’s employment or cooperation with Globeteam is terminated for any reason whatsoever, or due to the fact that the consultant falls ill or becomes subject to an external event outside Globeteam’s or the consultant’s control. In such situation, Globeteam’s termination is only justified if Globeteam can no longer comply with the agreement, e.g. by replacing the consultant with a different consultant.

16 DISPUTE RESOLUTION
16.1 The parties agree that any disagreements shall be solved by negotiation. If an agreement is not reached between the parties’ project managers, a party shall be entitled to claim that the matter be subject to negotiation between executive level representatives not involved in the day-to-day management of the project.

16.2 A party shall not be entitled to claim material breach or file a lawsuit or commence arbitration proceedings until thirty (30) days after the request for negotiation between executive level representatives has been made and such negotiation has been completed, or it has been ascertained that such negotiation cannot be conducted.

16.3 This provision shall not apply in case of payment breach, breach of confidentiality obligations or infringement of intellectual property rights.

17 GOVERNING LAW AND JURISDICTION
17.1 This agreement and any dispute arising under it shall be governed by Danish law, without giving effect to conflict of laws rules leading to the application of other law than Danish law.

17.2 Legal proceedings cannot be commenced until after the procedure in clause 16 has been observed. Legal proceedings regarding a subject-matter of DKK 500,000 (in writing five hundred thousand Danish Kroner) or less shall be brought before the Copenhagen City Court as the legal venue. Any disputes concerning a larger amount cannot be brought before the ordinary courts of law, but must be settled by arbitration before the Danish Institute of Arbitration based on the rules of ordinary arbitration procedure in Denmark.