GENERAL TERMS AND CONDITIONS
Copenhagen, March 26 2018
General Terms and Conditions for the supply of services from Geomatic
1. The agreement
1.1 The services are provided in accordance with; the proposal and the general terms and conditions listed below, unless otherwise agreed in a separate Co-operation Agreement.
1.2 If the delivery is dependent on utilisation, and the delivery of the Customer’s own data, information, or other material - where a deadline has been agreed upon - or the delay of the delivery is due to the Customer’s circumstances, the delay will cause delay in delivery without further notice, a postponement of the deadline or date agreed for Geomatics delivery.
2. Duration and validity
2.1 The supporting proposal is valid for 30 days. Acceptance can be given either by email, or via confirmation within a separate Co-operation Agreement.
2.2 Any agreement regarding delivery via email is terminated once Geomatic has delivered, and the Customer has not registered a complaint within 14 days.
2.3 If the Customer raises an issue with the delivery, then both Parties undertake to seek, through negotiation, a reasonable solution, and strive to do so in such a way, that the products and services of the Parties are not affected.
2.4 If the Register Owner for the public registries modifies its administrative procedures or options for retrieving data in such a way, that the changes prevent Geomatic from fulfilling their obligations under this Co-operation Agreement, Geomatic must be entitled to terminate the Agreement with immediate effect.
2.5 In the event, that the Register Owner for the public registries, changes or organizes the registries to such an extent, - where Geomatic has no influence- and the changes or organization of the registries will affect Geomatics ability to deliver, the agreed data and services to the Customer, Geomatic should, as far as possible, adapt the delivery to the new terms. If the Customer receives customized data and services, Geomatic is entitles to charge additional payment from the Customer to cover any costs associated with the change or arrangement of the agreed services. Costs are settled based on time spent according the then-current hourly rates applied by Geomatic.
3.1 The Customer pays for data and services as described in the supporting proposal.
3.2 All prices are in DKK and excl. VAT. The conditions of payment are set at 21 days from delivery or invoice date. All prices are indexed annually, 1. January, according to Denmark Statistic’s net-price index, and set at a minimum 3% per annum.
3.3 Geomatic reserves the right to charge additional costs if the services to be delivered exceeds what has been agreed upon; this can also include delays in the delivery of data, information, or other material from the Customer; along with errors or missing information in the data delivery from the Customer.
3.4 If the time of payment is exceeded, the Customer will be charged for interest, according to the Danish Interest Act, until the payment has been made.
4. Re-distribution or re-selling of data
4.1 The Customer must not resell data for third party use. However, disclosure of pure/general contact information on established customer relationships can be disclosed to third parties, cf. section 12 of the Danish Act on Processing of Personal Data.
4.2 The transmission of data includes any form of redistribution for use to anyone other than the Customer, as well as by publication on websites etc. The transmission applies regardless of whether data is correlated with other data sets.
4.3 The Customer, however, is entitled to deliver the data to another data processor, that acts on behalf of the Customer, if it happens within the boundaries of the agreement, and is accepted in writing between both Parties.
4.4 Any publication of statistics and the results of any analysis that has been based on data provided, is not considered as disclosure, provided that the analysis in question has been anonymised, or the data has been further de-sensitised via models or further processes
5. Data Processing
5.1 Data Processing by Geomatic
- Geomatic acts as the data Processor for the Customer. To the extent, whereby Geomatic collects or processes data for the Customer, Geomatic acts as the data processor and acts solely under the direction of the Customers data handling rules & regulations.
- Geomatic is obliged to exercise the necessary technical and organisational precautionary measures to ensure, that the Customers data will not accidentally become the knowledge of unauthorised persons, be misused, or processed in contradiction to the relevant Act on Processing Personal Data.
- Geomatic must on request from the Customer, supply adequate information to ensure, that the above-mentioned technical and organisational precautionary measures have been exercised. After the termination on processing the Customer’s data, Geomatic is obliged, as requested, to ensure that all relevant data is destroyed and removed from within Geomatic’s environments.
- Geomatic must notify the Customer concerning any breach of personal data security, that potentially may lead to accidental or illegal destruction, loss, alteration, unauthorised disclosure, or access to personal data processed for the Customer. Security breaches must be notified to the Customer, without unnecessary delay.
- Geomatic must as necessary, assist the Customer in fulfilling their obligations in processing personal data.
5.2 Data Processing by the Customer
- The Customer is data responsible, i.e. the Controller. The Customer is obliged to exercise the necessary technical and organisational precautionary measures to ensure, that data will not accidentally or illegally become the knowledge of unauthorised persons, be misused, or handled in contradiction to the relevant Act on Processing Personal Data and the Marketing Practices Act.
- The use of data must be in accordance with Danish law, including Personal Data Act and the Marketing Act. If data under this agreement is correlated with other databases, the linked data may only be used under the stated terms.
- Data delivered by Geomatic, can only be used by the Customer for a maximum of three months duration; unless there is a different period defined as part of a separate Co-operation Agreement. This, however, excludes the Customer’s original master data on existing or newly acquired clients, including names, addresses, and telephone numbers.
- The Customer is obliged to keep the data updated by importing appropriate updates or repetitive deliveries; including for updates regarding legal protection against unsolicited advertising.
6.1 If one of the Parties misuses the data, provided under this agreement; the Party which violates the agreement must indemnify the other Party for any claim, which may be raised against the non-violating Party, covering the improper use of the data by the violating Party.
6.2 If any claim is brought against the other Party’s use of data, the non-violating Party must notify in writing the violating Party. The violating Party will then take over the case and the related costs.
6.3 In the event of the Customer's unauthorized use of data during the Contract Period, which does not comply with the Agreement, Geomatic reserves the right to terminate the Agreement, cf. the Personal Data Act and the EU Personal Data Regulation.
6.4 In the event of less improper use of data, that does not fall under item 6.3, the Customer has 14 days to correct the error before the agreement is terminated.
6.5 The Customer is fully responsible for any claims, arising from the Customers use of Geomatics products and services.
7.1 Each of the Parties, their relevant group companies, and all related personel, must adhere to unconditioned confidentiality. This unconditioned confidentiality connects to any matter whereby they acquire knowledge about the other Party or a third party, whose secrecy according to the nature of the information or the surrounding conditions are required to be held by the other Party. This excludes any information that is publicly known or subsequently becomes publicly known and made generally available. The relevant confidentiality remains after the termination of the agreement.
8. Reference conditions
8.1 Geomatic may refer to the Customer Relationship as a reference, directly or through descriptions of the cooperation, within the framework of the services provided by Geomatic, taking into account, commercially sensitive information that may become Geomatic, cf. Section 23 of the Marketing Act.
8.2 Geomatic must, prior to publishing customer stories, etc., obtain, the Customer's final approval of content.
9. Liabilities for damages
9.1 Errors connected to the utilisation of the services, that are caused by Geomatic, must be corrected by Geomatic without additional cost, providing that the Customer has informed, in writing, about the error within 14 days of delivery.
9.2 Geomatic will never be liable to the Customer, including its group companies, Customers or other stakeholders, for indirect damages, including loss of profit, production loss or similar.
9.3 In the event of the Customer's unauthorized use of data during the Agreement Period, which does not comply with the Agreement, Geomatic reserves the right to terminate the Agreement, cf. the Personal Data Act and the EU Personal Data Regulation.
9.4 In the event of less wrongful use of data not covered by the above section 5.5, the Customer has 14 days to correct the error before the agreement is terminated.
9.5 Geomatic is not liable for any damages that occur based on errors within the deliverables provided, unless such errors can be directly attributed solely to Geomatic. The compensation is limited to the value of fee charged for that component in which the error occurred. The maximum compensation is set at €100.000,-
9.6 In cases where Geomatic is dependent on a third party’s delivery, Geomatic cannot be held liable for delay that has occurred due to third party’s circumstances. Geomatic is responsible for delays directly linked to Geomatics circumstances.
10. Force Majeure
10.1 The Parties are not obliged to compensate in cases where the violation of the agreement is caused by conditions outside the control of the Parties; including but not limiting to lightning strikes, flooding, fire, war, strikes and lockouts. The Parties must, as far as possible, assist in preventing and restricting a force majeure situation's negative impact on the fulfillment of the Parties' obligations under this Agreement.
11. Applicable law and venue
11.1 This agreement is subject to Danish law. Any dispute or claim arising out of this agreement, which cannot be resolved by the two parties, must be settled in accordance with the rules and procedures of the arbitration court in Copenhagen City.
12. Response to allegations
12.1 The Customer shall collect Geomatic's consent in writing, if the Customer wishes to publish the name, logo or information about the services and products supplied in public media, in cases where publication can or may adversely affect to Geomatics reputation.
12.2 Geomatic reserves the right to publish and comment on delivered analytical work if the Customer uses such analysis or data derived therefrom in a manner mentioned in the above section 12.2, which causes misunderstandings, incorrect conclusions, or if such data is otherwise used unethically
13.1 Each Party has the right to assign its rights and obligations under the agreement to a company controlled by the Party or a Group-linked company.
13.2 Any Party may assign rights and obligations to third parties in connection regarding sale of more than 50% of the share capital to third parties.
13.3 In addition, rights and obligations under this agreement may not be transferred to third parties without the prior written consent of the other Party.
13.4 If any of the Partners change the ownership structure significantly, the other Partners have the right to demand a renegotiation of the contract. The renegotiation must be done within 3 months of the new structure, so that we can cover ourselves, if we deliver to a company, and it is bought by another, then we can re-negotiate the costs etc.