Terms and Conditions of Sale

1. General information

Jakobsen Digital OÜ
Sütemetsa tee 8-10,
76916 Tiskre,
Harjumaa, Estonia

Company registration no.: 16751062

Mail: hello@jakobsen.digital
Phone: (+372) 58 87 46 31

Established 2023

2. Applicability

Common sales conditions ("Conditions") applies to all offers from Jakobsen Digital OÜ ("Company") which is accepted by the client ("Client") as a purchase of a product ("Product") whether it be a physical product or a concept, an idea, a software solution, website, an event or similar based on services, design or development and/or project management provided by Jakobsen Digital OÜ.

3. Terms of reference

3.1. Together with the Company’s offer and order confirmation the terms constitutes the combined terms of reference for the Company’s sale and delivery of the Product for the Client ("Terms of Reference"). The Client’s purchase conditions printed on orders or by other means communicated to the Company does not make a part of the Terms of Reference.

3.2. Changes by or additions to the Terms of Reference are only valid if both parties have agreed otherwise in writing.

3.3. Each of the parties must immediately notify the co-contracting party, if they change status as legal entity, is subject to bankruptcy or restructuring or voluntary liquidation.

3.4. The Company can transfer any rights or obligations, according to any accepted offers, to another company owned entirely or partially by Alexander Juul Jakobsen, without prior consent from the Client. The Company is additionally entitled to use subcontractors to fulfill orders, and can transfer any rights individually (fx. claim of payment).

4. Services

4.1. Services sold by the Company and delivered to the Client is produced craftsmanlike correct.

4.2. The Client shall give access to personnel and information in the extent necessary for the Company to provide the services.

4.3. The Company is not responsible for services not meeting laws or standards, or can be used for specific purposes, unless both parties have agreed otherwise in writing.

5. Price and payment

5.1. The price of services follows the Company’s current price list at the time of which the Company confirms the Client’s acceptance of an offer, unless both parties have agreed otherwise in writing. All prices are excluding VAT.

5.2. The Client must pay all invoices within 7 days of the invoice date, unless the parties have agreed otherwise in writing.

6. Delayed payment

6.1. If the Client fails to pay an invoice in a timely manner for which the Company is not responsible, the Company is entitled to interest on the amount due 1% per month from due date and until payment is made.

6.2. If the Client fails to pay an overdue invoice within 14 days of receiving a written demand for payment from the Company, the Company has in addition to interest according to item. 5.1 the right to: (i) terminate the sale of the Product to which the delay relates; (ii) terminate the sale of a Product not yet provided to the Client or claim payment in advance, and / or (iii) assert any other breach of authority.

7. Offers, orders and order confirmations

7.1. The Company’s offer is valid for 30 days from the date of which the offer is dated, unless otherwise stated in the offer. The Company is not bound by the acceptance of offers received by the Company after the expiry of the acceptance period unless the Company informs the Client otherwise.

7.2. The Company strives to send confirmation or rejection of an order to the Client in writing within 5 working days of receipt of the order. Confirmation and rejection of orders must be in writing in order to bind the Company.

7.3. The Customer cannot change an order placed without the Company’s written acceptance.

7.4. If the Company’s confirmation of an order does not match the Client’s order or the contractual basis and the Client does not wish to accept the inconsistent terms, the Client must notify the Company in writing within 5 working days of receipt of the order confirmation. Otherwise, the Client is bound by the order confirmation.

8. Delivery

8.1. The Company provides services no later than the time set forth in the Company’s order confirmation. The Company has the right to deliver before the agreed delivery time, unless both parties have agreed otherwise.

8.2. The Client must examine Products upon delivery. If the Client discovers a defect or shortage which the Clients wishes to invoke, it must immediately notify the Company in writing. If a defect or shortage which the Client has discovered or should have discovered is not immediately notified to the Company in writing, it cannot be claimed later.

9. Delayed delivery

9.1. If the Company expects a delay in the delivery of the Product, the Company will inform the Client about this and at the same time provide valid information about the delay together with a new expected delivery time.

9.2. If the Company fails to deliver the Product within 30 days of the agreed delivery time for reasons for which the Client isn’t responsible, the Client may cancel the order (s) affected by the delay without notifying the Company in writing. The Client has no other rights in connection to delayed delivery.

10. Warranty

10.1. The company warrants that the Product is free of material defects and shortages for a period of 3 months after delivery. For parts that are repaired or maintained under warranty, the warranty period is 3 months from the date of the repair/maintenance, but a maximum of 6 months from the original delivery.

10.2. The Company’s warranty does not cover defects or shortages arising from: (i) use in violation of the Company’s instructions or general practice or for non-contractual purposes, (ii) remediation or modification performed by anyone other than the Company, or (iii) other matters which: The Company isn’t responsible.

10.3. If the Client discovers a defect or shortage during the warranty period that the Client wishes to invoke, it must immediately notify the Company in writing. If a defect or shortage which the Client discovers or should have discovered is not immediately notified in writing to the Company, it cannot be claimed later. The Client must, upon request by the Company, provide the Company with any information concerning the notified error or defect.

10.4. Within a reasonable time after the Company has received notice from the Client of a potential defect or shortage, and has investigated the claim, the Company will notify the Customer whether the defect or shortage is covered by warranty.

10.5. Within a reasonable time after the Company has given notice to the Client pursuant to clause. 9.4 that a defect or shortage is covered by the warranty, the Company will remedy the defect or shortage.

10.6. If the Company fails to rectify any defect or shortages covered by the warranty within a reasonable time after the Company has notified the Client pursuant to clause. 9.4, for reasons for which the Client isn’t responsible, and the error or defect has not been rectified within a reasonable period of at least 30 days, the Client may cancel the order (s) affected by the error or defect without prior written notice to the Company. The Client has no rights in respect of errors or defects other than those expressly stated in article 9.

11. Responsibility

11.1. Each party is responsible for its own actions and omissions in accordance with applicable laws, with the restrictions resulting from the Terms of Reference.

11.2. Notwithstanding any conflicting conditions in the Terms of Reference, the Company’s liability to the Client cannot be per calendar year in total exceed 10% of the sales of services that the Company has billed to the Client net in the immediately preceding calendar year. The limitation of liability does not apply if the Company has acted intentionally or grossly negligent.

11.3. Notwithstanding any contrary conditions in the Terms of Reference, the Company is not liable to the Client for any indirect loss, including loss of production, sale, profit, time or goodwill, unless caused intentionally or grossly negligent.

11.4. Notwithstanding any contrary conditions in the Terms of Reference, the Company is not liable to the Client for non-fulfillment of obligations which can be attributed to force majeure. The responsibility remains as long as force majeure exists. Force majeure is considered to be circumstances which are beyond the control of the Company and which the Company should not have foreseen at the conclusion of the agreement. Examples of force majeure are unusual natural conditions, war, terror, pandemics, fire, flood, vandalism and labor disputes.

12. Intellectual property rights

12.1. The Company is the sole owner of all intellectual property rights arising in connection with the Company’s performance of services, including patents, designs, know-how, trademarks and copyrights.

12.2. The Client has an indefinite, free, non-exclusive, non-transferable license to exercise all intellectual property rights arising in connection with the Company’s provision of services for purposes that fall within the Client’s usual business area or which are separately agreed between the parties.

12.3. The Company is not responsible for the violation of intellectual property rights by third party service providers, unless the infringement is intentional. To the extent that the Company may be sued for allegedly infringing the intellectual property rights of third party services, the Client shall indemnify the Company unless the infringement is intentional.

13. Confidentially

13.1. The Client may not disclose or use or enable others to use the Company’s business secrets or other information of any kind that is not publicly available.

13.2. The Client may not unduly obtain or attempt to obtain or obtain knowledge of the Company’s confidential information as described in article 12.1. The Client must deal with and store the information properly to avoid accidental access to the knowledge of others.

13.3. Parties’ obligations under articles 12.1-12.2 applies during the parties’ cooperation and without any time limit after the termination of the cooperation, regardless of the reason for the termination.

14. Processing of personally identifiable information

14.1. The Company processes personal data with due observance of the General Data Protection Regulation act (GDPR). Information about the Client’s name, address, e-mail, telephone number, etc. is used only in connection with the Client’s ordering, communication and in connection with the provision of service.

14.2. The Company complies with the data subject’s rights (including the right of access, rectification, deletion, limitation of processing, objection, data portability, complaint and right not to be subject to a decision based solely on automatic processing, including profiling).

14.3. The Company retains the information for as long as necessary for the purpose for which the information is processed. The Company does not disclose, sell or otherwise transfer information to third parties unless the Client has given consent to this.

14.4. If the Client wants information about which data is being processed, to have data deleted or corrected, the Client may contact the Company.

15. Applicable law and venue

15.1. The parties’ cooperation is in all respects subject to Danish law.

15.2. Any potential dispute that may arise in connection with the parties’ cooperation must be settled by a Danish court.

Effective from June 2nd, 2023. Rights to changes is reserved.