GENERAL TERMS AND CONDITIONS
Copenhagen, November 6 2018
General Terms and Conditions for Geomatic Products and Services
1. Delivery terms
1.1. Unless otherwise stated in a separate Main Agreement, orders are supplied according to the submitted offer and the General Terms and Conditions set out below.
1.2. If the Client makes a complaint about an order, the Parties undertake by negotiation to:
- attempt to find an amicable solution
- strive to achieve this in such a way, that the Parties’ payments and services are not affected.
1.3. If the order depends on a delivery from the Client (provision of data, materials or information), and a deadline has been set for providing such information that the Client subsequently delays, then Geomatic reserves the right to extend the final delivery date of the order from Geomatic accordingly.
1.4. If the Register Owner of public registers changes the administrative procedures or options for purchasing data in such a way, that the changes prevent Geomatic from fulfilling its obligations under the Agreement, Geomatic is entitled with immediate effect to cancel the terms and conditions applicable to the order.
1.5. In the event that the Register Owner should change or arrange the registers to such a degree, that the changes or arrangement of the registers affects Geomatic’s ability to provide the agreed products and services at the agreed time, Geomatic must as far as possible adapt the order to the new terms and conditions within a reasonable time period, if Geomatic has no influence on the new terms and conditions.
If the Client receives customised data and services, Geomatic is entitled to require additional payment by the Client, in order to cover any costs associated with the change or the arrangement of the agreed services. Costs are calculated by hours spent according to Geomatic’s applicable hourly rates.
2. The term of the Agreement
2.1. The offer submitted is valid for 30 days. Acceptance can be sent by e-mail or by ordering online.
2.2. The Agreement commences when the offer has been accepted and terminates when the order has been delivered.
2.3. Agreements on orders entered into by e-mail expire when Geomatic has completed delivery, and the Client has not made a claim within fourteen (14) days.
2.4. The prepared offer is based on the solutions accepted by and agreed between the Parties.
Geomatic reserves the right to change the offer/price according to e.g. subsequent changes or requirements for data or documentation, that mean and entail that the solution to be delivered, deviates from the solution described in the offer.
3.1. The Client pays for data and services as described in the submitted offer.
3.2. All prices are stated in DKK and exclude VAT. The conditions of payment are set at 21 days from the invoice date.
3.3. Prices are indexed annually on 1 January according to the Net Price Index published by Statistics Denmark, but by a minimum of 3% per annum.
3.4. Geomatic reserves the right to require additional payment for a project in addition to what has been agreed on the basis of delays, errors or omissions to the material provided by the Client.
3.5. If payment is made after the due date, interest will be added to the due amount pursuant to the Danish Late Payment of Commercial Debts Act from the due date until payment of the due amount has been made.
3.6. Geomatic is entitled to invoice for additional amounts, if the data supplied by Geomatic to the Client are not deleted, when the Agreement terminates or expires.
3.7. If the Client repeatedly fails to pay for the orders delivered, Geomatic reserves the right to terminate access to Geomatic’s services and cancel further orders.
4. Disclosure of data
4.1. The Client is not entitled to resell data in order to allow use by a third party. If the Client should establish a customer relationship based on contact information obtained from the order between Geomatic and the Client, such contact information may be disclosed to a third party, cf. Section 13, sub-section 2 of the Danish Data Protection Act.
4.2. The Client is entitled to transfer data to his own data processor that acts on behalf of the Client, if this takes place within the framework of the Agreement and has been approved in writing by the Parties.
4.3. Disclosure of data includes all types of further distribution for use by others than the Client, as well as publication on websites etc. This shall further apply to cases in which data have been or will be combined with other data.
4.4. Publication of statistics and analyses based on the data supplied, is not regarded as disclosure if the analyses have been anonymised, or data have been significantly processed.
5.1. If one of the Parties misuses the data, provided under this agreement; the Party which violates the agreement must indemnify the non-violating Party for any claim, which may be raised against the non-violating Party, covering the improper use of the data by the violating Party.
5.2. In the event of the Client’s unlawful use of the data, during the term of the contract, that does not comply with the order, Geomatic reserves the right to cancel the terms applicable to the order, cf. applicable legislation.
5.3. If legal proceedings should be brought against either Party relating to the other party’s unlawful use of data, the non-violating party, must notify the other in writing, and the violating Party must take over the case and its associated costs.
5.4. If the Client happens to use the data in error, the Client has fourteen (14) days in which to correct and/or remedy the error, before the order is terminated.
5.5. The Client bears full responsibility for any claim, that is due to the Client’s unauthorised use of Geomatic’s products and services.
5.6. In the event of either Party’s material breach of obligations, according to the terms and conditions applicable to the order, the other Party is entitled with immediate effect to cancel the terms of the order.
6.1. Both Parties and their staff must observe unconditional confidentiality relating to any matter, relating to the other Party or a third party, of which the Parties and their staff, may obtain knowledge and whose secrecy in the nature of things, or circumstances in general, is required or proscribed by the other Party. Confidentiality continues to apply after the termination of the Agreement.
7.1. Geomatic may use the client relationship as a reference, directly or through descriptions of the collaboration within the framework of the services provided by Geomatic, and with due consideration for business-sensitive information to which Geomatic may become party, cf. Section 23 of the Danish Marketing Practices Act.
7.2. Geomatic must prior to publication of customer business case studies etc. obtain the Client’s final written approval of content.
8.1. Errors related to the completion of the project caused by Geomatic, must be remedied by Geomatic without charge, on condition that the Client has in writing notified Geomatic of the errors within fourteen (14) days of the order being sent off by Geomatic.
8.2. The Parties are liable under these Standard Terms and Conditions pursuant to the general rules of Danish law, cf. however below.
8.3. Geomatic cannot be held liable for indirect losses incurred by the Client or the Client's affiliated companies, distributors, customers or other stakeholders, including loss of profit, loss of production etc.
8.4. Geomatic cannot be held liable for losses incurred, as a result of errors or omissions, to the supplied data, unless such errors or omissions are directly attributable to Geomatic. Compensation is limited to the value equivalent to the fee for the part of the order, in which the error has arisen. Compensation may constitute a maximum of EUR 100,000.
8.5. In cases where Geomatic depends on third-party deliverables, Geomatic cannot be held liable for delay if the delay is attributable to third-party circumstances.
9. Force majeure
9.1. The Parties are not under obligation to pay compensation, if breach of the terms of the order(s) is due to circumstances outside the Parties’ control, including, but not limited to: lightning strike, flooding, fire, war, strike and lockout etc. The Parties must as far as possible, contribute to preventing and limiting the negative consequences of a force majeure situation, in order to fulfil the Parties’ obligations as regards the order(s).
10. Choice of law and venue
10.1. These Terms and Conditions are subject to Danish law.
Disputes that have arisen under a given or existing order that cannot be resolved by negotiation are to be settled by the Copenhagen District Court.
11. Response to allegations
11.1. The Client must obtain Geomatic’s written consent, if the Client wishes to publish name, logo or information about the supplied services and products in public media, if this may give or gives rise to damage to Geomatic’s reputation and business.
11.2. Geomatic reserves the right to publish and comment on completed order(s) if the Client uses the order or data derived from the order in a way, that according to point 11.1 gives rise to misunderstandings, incorrect conclusions or otherwise is used unethically.
12. Assignment of rights
12.1. Either Party is entitled to assign his rights and obligations under these Standard Terms and Conditions to a company, that is controlled by the Party, or to an affiliated company.
12.2. Either Party may assign his rights and obligations to a third party, as part of a sale of more than 50% of the Party’s share capital.
12.3. Rights and obligations in addition to those described in point 12.2, cannot be assigned to a third party, without the other Party's prior written consent.
13. Data processing
13.1. Applicable legislation
13.1.1. Geomatic and the Client must at all times comply with applicable personal data legislation, including in particular:
- The Danish Data Protection Act (Act 2018-05-23 no. 502 and subsequent amendments)
- The General Data Protection Regulation (Regulation of the European Parliament and of the Council (EU) 2016/679 of 27 April 2016) when this comes into force
- The Danish Marketing Practices Act (Consolidation Act 2017-06-08 no. 650 and subsequent amendments)
13.2. Other terms and conditions for data processing and CPR wash.
The Client will be invoiced for a cancellation fee of DKK 2,500 in the event of cancellation of a booked CPR cleaning.
13.2.2. Failure to provide or delayed provision of data by client
If the file for CPR cleaning is not provided at the agreed time to ensure, that it can be sent on time and as planned for cleaning, this will trigger a fee of DKK 5,000. This fee will be invoiced irrespective of whether any files have been cleaned. The reason for this fee is that, the date of the cleaning is blocked to other clients, which means that Geomatic will turn away other clients who may have required cleaning during this period.
13.2.3. Terms and conditions applicable to annual cleaning and enrichment agreements
For annual agreements, it is important that the agreed input data format is determined, so that all deliveries of data files for cleaning have the same file layout (field names, field order, file format etc.).
Additional costs will be added to changes of input formats according to Geomatics applicable hourly rates.
14. Terms for single searches for personal data
14.1. Personal user account
14.1.1. User accounts set up for Geomatic’s products and solutions are personal and may not be shared with or used by others.
14.2. Terms of search for personal data
14.2.1. Data from CPR may only be used for intended purposes.
Collecting information form CPR is therefore not permitted, unless one of the bases for processing listed below applies:
- Specific consent from the individual.
- The purpose of the collection of the personal data must be lawful and have a legitimate basis.
- When disclosure is crucial in order to ensure unequivocal identification of the data subject.
- When required by a government authority
- Disclosure of information about personal identification numbers is a natural part of normal business operations.
If the Client does not use the information legitimately, and otherwise uses data in contravention of applicable legislation, Geomatic cannot be held liable.
14.2.2. Government authorities may collect information about personal identification numbers in order to ensure unequivocal identification or for use as a case number.
14.2.3. Irrespective of the above, personal identification numbers may not be published without express consent.
14.2.4. In addition, Geomatic refers to the standard terms and conditions for data transfers from CPR to private companies issued by the Danish Ministry of Social Affairs.
14.3. Special terms for public sector information and Teledata.
14.3.1. Reference is made to the Requisitioners Agreement where terms and conditions for use are detailed with reference to legislation applicable to each data source.