Any matter or dispute shall be processed according to Danish Law and shall be processed in Denmark - Copenhagen.
Description and validity
These terms of sales shall be applied to all agreements made by Phases ApS (Phases) and Phases customers (Customer). The agreements apply to all services and products.
If the customer has any specific terms that shall apply to a purchase of Phases services, the terms must be submitted to Phases and signed by Phases prior to offer acceptance. In case the customer terms and the Phases terms are in a dispute the Phases terms shall take precedence.
Phases can amend these terms of sale. If Phases wish to amend the terms of sale the customer shall be notified by Phases notifying the customer. The terms of sales will be placed on Phases website and the customer shall be notified no later than 2 months after the new terms has been placed on the website.
Phases sells solely business to business and by agreeing to these Terms of Service, you represent that you are a business entity.
Payment, prices and offers
All services that is outside the agreed project description will be invoiced based on Phases current hourly rate.
If the customer requests Phases to solve any issues and it turns out not to be an issue caused or originate from Phases, Phases will invoice the hours spend based on the current hourly rate.
Invoices will have a due payment date within 8 days and if payment has not been placed at the right time - a reminder fee or 100 DKK and a interest of 2,5 percent pr month from the date the payment was due.
All prices is stated in DKK ex VAT, unless other currencies are stated.
If the payment is delayed Phases has the rights to stop any services or projects agreed with the customer without any notice.
All prices will be adjusted every year in january according to the change in the net price index. This includes all prices, even fixed prices.
All price changes with relation to the customers product will be held by the customer - for example if hosting fees are increased by the hosting supplier, Phases will be required to increase the hosting price to the customer.
The customer shall help Phases to deliver the product or service at all time and at the customers own cost - that could be employee cost, materials or meeting facilities at the customer.
On all invoices an invoice fee of 150 DKK will be added.
If a project shows to be of more work than anticipated Phases has the right to cancel the project if there is a reasonable reason for cancelling.
Products and services
Phases will deliver all the services and products agreed in the offer contract between Phases and the Customer.
Any changes to the offer contract has to be done in writing between Phases and the Customer. It is the customers responsibility to make sure that the specifications mentioned in the offer contract is in fact what the Customer wish to purchase. Therefore it is also the Customers responsibility to make sure all relevant information about the project is given to Phases.
Customers and phases responsibility
The customer is responsible for making sure that no illegal material is placed on the Phases servers. If it happens that a customer has placed illegal material on any of Phases servers, Phases will suspend the solutions involved without prior notice. Phases will notice the customer when the services has been suspended allowing the customer to take action on the matter.
Phases will be responsible for making sure all products or services delivered by Phases are running with the agreed uptime specified in the hosting terms.
The customer is responsible for giving the following information upon starting a project with Phases:
Company Name
Company CVR (VAT) number
Company invoice email
Company contact person
Company phonenumber
Company address
If any of the above informations changes the customer is responsible to inform Phases about it.
Projects
Phases will deliver projects within the agreed time or what can be considered fair in the agreed time. If any delay occurs in the project Phases will notify the customer of such and notify about a new estimated delivery date.
The customer must have at least one person from the customers organisation that is responsible for the communication and delivery of needed information to Phases.
Phases can use sub-suppliers to deliver projects if needed.
If there is any services or products needed for finishing the project that is out of the scope of the project - Phases will notify the Customer about it and get acceptance from the Customer before proceeding. All time or products related to extra work will be invoiced to the Customer.
After completion of a project the customer shall submit any defects or errors in the completed project to Phases. Errors or bugs in the project that is submitted within 25 days will be fixed by Phases for free. After 25 days error and bugs will not be fixed free of charge unless the customer can document that the errors and bugs is within the scope of the project and is caused by Phases. Submitted bugs and errors will be fixed within reasonable time.
If the bug or error is not caused by Phases, Phases will send and invoice to the customer for the time spend based on the current hourly rate.
If a problem is caused by any software, action or any of the customers own work, Phases can not be held responsible for the problem.
The customer has the responsibility of proving that the bug, error or problem is caused by Phases.
The customer is responsible for testing the delivered project is living up to the project scope before the project is in production and after the project is in production.
The following reasons are always considered reasonable for a project delay:
Changes in the scope from the Customer
Customer delaying of information or other things.
Customer delay in general
If something happens that is out of Phases hand, such as fire, strikes, terror, vandalism, hacking, war, lockouts or natural disasters.
Other circumstances that interfere with the delivery of the project which are out of Phases hands.
Security
The customer shall always keep any username or passwords handed out by Phases confidential. Any information about the infrastructure or Phases organisation shall be kept confidential as well.
Project Breach And Postponement
If a breach occur Phases can terminate the agreements made with the Customer.
Examples of breaches could be:
If the Customer goes bankrupt
The customer fails to communicate to Phases
If the Customer is taking part in illegal activities
If payment is not done in right time
No matter the reason of the breach the customer has no right to get the amounts transferred to Phases repaid.
If the customer postpone the project, Phases has the right to invoice for the time used on the project based on the current hourly rate.
Liability
Phases can at no point be held liable for costs more than the invoiced/agreed cost of the project. Under no circumstances can Phases be held liable for any of these reasons:
Financial loss
Loss on operations
Loss of savings
Loss of profits
Loss of goodwill
Loss of any materials (images, data, software etc.)
Indirect losses
If Phases is held liable for any costs the maximum cost Phases can be held liable for is 35.000 DKK in one calendar year.
Phases can never be held liable for any services delivered by any sub-supplier used by Phases or used by the Customer.
Rights
All rights of the projects, products and services belongs to Phases unless anything else has been agreed.
Source code made in any projects will not be handed out unless otherwise is agreed in writing.
References And Data
Phases has the right to use any customers of Phases in their marketing or branding unless otherwise has been specified. Phases will not disclose any confidential information about the customer to the public.
Phases will not pass on name or information about persons received by customers to the public or third parties. If a sub-supplier requests any names or information about the customer, the customer will be notified.
Force Majeure
Phases will not be liable for any Force Majeure, meaning situations that are out of Phases control or things that Phases could not have been able to take in consideration when signing any contracts.
If such a situation occurs Phases has the right to cancel the contract or agreement made between Phases and the Customer.