1. Application and validity
1.1 These general terms and conditions of sale and delivery (“General Terms and Conditions”) will be considered an integral part of all offers and agreements for the provision of Cibicom A/S’s (“Cibicom”) services, unless expressly derogated from by other written agreement between Cibicom and the customer (collectively referred to as “the Parties”).
1.2 The customer’s statement of special or general terms and conditions in tender documents, orders, acceptances, conditions of sale i.e. is not regarded as a derogation from the General Terms and Conditions, unless Cibicom expressly consents to this in writing.
1.3 The General Terms and Conditions replace all of Cibicom’s previous terms of sale and delivery.
2. Annexes and precedence
2.1 In case of inconsistencies between the contents of the Product Specifications, the SLA and the General Terms and Conditions, the provisions of the Product Specifications and then the General Terms and Conditions and the SLA take precedence, unless otherwise specifically agreed.
3.1 Terms defined in the Product Specifications also apply as defined terms in these General Terms and Conditions.
3.2 The definitions given apply regardless of the grammatical inflection in which the defined terms are used.
3.3 The Agreement includes the Signature Page, Product Specifications, SLA, Conditions and Prices.
3.4 Working Day means Monday to Friday, except public holidays, 24 December, 31 December and Constitution Day (5 June).
3.5 Day means calendar day.
3.6 Set-Up Fee means the payment for starting up the Services.
3.7 Party means Cibicom or the customer.
3.8 Product Specifications mean the specific product terms and related annexes that apply to the specific services.
3.9 Prices mean the payment for the Services specified in the Product Specifications.
3.10 Services mean the agreed services specified in the Product Specifications.
3.11 Service Level Agreement (SLA) is a document describing the services that Cibicom is obliged to provide to the customer.
4.1 Cibicom must provide the agreed Services.
4.2 The provision of the Services is at all times subject to the customer meeting his obligations under the Agreement. Cibicom is not liable for any errors or deficiencies in the Services caused by circumstances for which the customer is responsible.
4.3 Unless otherwise expressly agreed, any indication of delivery times is an expression of the expected delivery time that Cibicom will, to the best of its ability, try to meet, without a delay however, are constituting a breach of the Agreement.
5. Change to the services
5.1 Both Parties may request changes to the Services in accordance with the guidelines set out below.
5.2 Pending acceptance of a change by both parties, Cibicom must, unless otherwise agreed in writing, continue to fulfil its obligations under the Agreement as if the change request in question has not been made.
5.3 Neither Party is bound by a change request, until the requested change has been accepted by both parties.
5.4 Changes due to legal requirements must always be accepted.
5.5 The implementation of changes will not otherwise result in any change in the terms and conditions of the Agreement, unless expressly agreed in writing between the Parties.
5.6 All change requests and their acceptance must be in written form.
5.7 Customer’s change requests
5.7.1 The customer may, through a written change request, request that Cibicom make a change to one or more of the Services and their provision.
5.7.2 Cibicom must, as soon as possible and usually within ten working days of receiving the customer’s change request, actively refuse the change request or prepare an estimate of the expected costs of preparing a proposed solution. The estimate in question must be based on the expected time spent and Cibicom’s hourly rates stated in the Product Specifications. The estimate is sent to the customer for approval. If the proposed solution subsequently prepared is accepted, Cibicom’s fee – if any – for preparing the proposed solution will be cancelled.
5.7.3 On receipt of the customer’s approval of the estimate, Cibicom must start work on the proposed solution and present the proposed solution to the customer within a reasonable time. The proposed solution must include a detailed description of the solution, the price of the solution and other consequences. The proposed solution must form the basis for the Parties’ decision to accept a change request.
5.7.4 Cibicom has the right, but not the obligation, to comply with a change request from the customer. If Cibicom demonstrates in the proposed solution that the change cannot be implemented due to technical, functional or other reasons, Cibicom may refuse to comply with the change request.
5.7.5 If a proposed solution is not accepted by the customer, or if Cibicom demonstrates in accordance with clause 5.7.4 that the change cannot be implemented, Cibicom may charge a reasonable fee covering the preparation of the proposal. The fee must be calculated on the basis of time spent and at Cibicom’s current hourly rates.
5.8 Cibicom’s change requests