1. Terms of reference

These General Terms for Sale and Delivery (“General Terms”) apply for all orders and deliveries of products and services (“Products and Services) including but not limited to links and advertorials (“Content”) from We Digitize ApS (“We Digitize”) to all customers (“Customer”), unless otherwise specifically agreed in writing between the parties.

Any modifications to, deviations from or amendments to these General Terms listed in the Customer’s offer or the like has no legal effect between the parties unless specifically accepted in writing by We Digitize.

The Customer’s reception of the Products and/or Services shall be deemed as the Customer’s acceptance of these General Terms.


  1. Product and Service information

Any information made available by We Digitize notwithstanding the media (including but not limited to websites, catalogues, advertisement etc.) and regardless of whether the information is given orally, in writing or electronically is informative only, and is only binding to the extend We Digitize expressly refers thereto in an offer or in an acceptance.

Specific Customer requirements are only binding if We Digitize specifically accepts such requirements in writing.


  1. Offers

All written offers from We Digitize lapse after 10 (ten) calendar days, unless otherwise specifically stated therein. The Customer’s offer shall only become legally binding upon We Digitize, when accepted by We Digitize in writing. The Customer is not entitled to transfer an offer from We Digitize to a third party.


  1. Prices and terms of payment

The Parties trade in DKK and exclusive of VAT.

We Digitize can issue invoices in Euro or USD in which case We Digitize calculate the price based on the exchange rate valid on the day of issuing the invoice.

We Digitize reserves the right to regulate the agreed prices for non-delivered Products and/or Services in case of exchange rate changes, increases in subcontractors’ prices, changes in customs duties, changes in working wages, government intervention or similar situations, where We Digitize has limited or no control.

Unless otherwise agreed in writing We Digitize invoice payment after delivery of the Products and/or Services ordered.

We Digitize’s terms of payment are net 10 days, unless otherwise expressly stated in We Digitize’s offer and/or order confirmation.

If the Customer defaults the payment obligation, We Digitize is entitled to charge interest from the relevant date at the rate of 2 % per month. Moreover, We Digitize is entitled to terminate the Agreement and any future deliveries and claim damages for all costs and losses the termination has incurred.

For the avoidance of doubt, application of We Digitize’s credit facility or prepaid “punch-cards” must be agreed in writing. Notwithstanding the method of payment, these General Terms apply.

The Customer is not entitled to withhold any part of the purchase price due to any kind of counterclaims.

If delivery is suspended due to the Customer’s circumstances, the Customer shall make payments to We Digitize as if delivery had been made at the agreed time, unless otherwise notified by We Digitize to the Customer in writing.

If the Customer’s ability to pay becomes impaired, We Digitize is entitled to change the terms of payment to prepayment and/or withhold deliveries.


  1. Delivery

If the delivery date is not defined in We Digitize’s offer or acceptance, We Digitize shall deliver the Products and/or Services within reasonable time after the Customers request. If We Digitize does not deliver the Products and/or Services within reasonable time, the Customer is entitled to set a reasonable final deadline of minimum 5 (five) working days in writing. If We Digitize does not deliver the Products and/or Services within such final deadline, the Customer is entitled to terminate the agreement.

If a delivery is delayed due to circumstances not within the control of We Digitize, including but not limited to sub contractors’ delays and other external circumstances, the delivery date shall be postponed with the number of days the hindrance lasts. The Customer is not entitled, due to such circumstances, to terminate the Agreement and/or claim compensation or damages.

Delays shall be notified by the Customer to We Digitize immediately. If delays are not notified in a timely manner, the delivery shall be deemed timely and all claims due to delay are excluded.


  1. Liability for delays

We Digitize’s liability is limited to documented direct costs. Hence, indirect costs including but not limited to loss of profit, loss of production, loss of goodwill, loss of destruction of data is excluded from We Digitize’s liability.

Notwithstanding the reason or circumstances, We Digitize’s total liability is limited to the total amount invoiced by We Digitize to the Customer for the Products and/or Services giving rise to a claim.


  1. Cancellation and changes

Unless We Digitize approves in writing, the Customer cannot cancel or change an order. If We Digitize approves a cancellation or a change of the order, the Customer shall indemnify We Digitize for any costs and/or losses caused by the cancellation or change.

If it is not a disadvantage for the Customer, We Digitize reserves the right, without notice, to make changes to the Products and/or Services.

If the Content is contrary to ordinary honesty and/or illegal, We Digitize reserves the right to cancel the agreement without compensation for costs and/or losses to the Customer.


  1. Ownership & intellectual property rights

To the fullest extent possible according to applicable law, We Digitize shall remain the property of all Products until the Customer has made full payment for the Products in question.

Likewise to the fullest extent possible according to applicable law, We Digitize shall remain any and all intellectual property rights belonging to We Digitize.


  1. Quality complaints

The Customer is responsible for ensuring We Digitize receives the information necessary to deliver the ordered Products and/or Services. We Digitize is not responsible for the Products and/or Services suitability for the Customer’s intended purpose.

Upon delivery of Products and/or Services, the Customer is obligated to examine these without undue delay. The examination must determine whether the Products and/or Services comply with the offer or order confirmation as the case may be.

The Customer is obligated to notify We Digitize, in writing and without undue delay, of any defects that can be identified during the examination. Hidden defects that cannot be identified through the examination must be reported to We Digitize without undue delay upon discovery. Notwithstanding the reason, the Customer shall claim defects no later than 12 (twelve) months from delivery. If delays or defects are not notified to We Digitize in a timely manner, the delivery shall be deemed approved and all claims due to defects are  excluded.


  1. Liability for defects

If the Customer puts forward a timely claim due to a defect in the Products and/or Services, We Digitize is entitled to remedy the defects by either replacement or repair. The remediation shall be initiated within reasonably time. If We Digitize chooses to remedy the defect, the Customer shall have no further claims against We Digitize for the defective Products and/or Services.

If We Digitize does not remedy the defect within reasonably time, the Customer shall be entitled to claim a pro rata reduction of maximum 100% of the purchase price for the defective Products and/or Services. Further liability due to defects is excluded.

We Digitize’s liability for defects applies for 6 (six) months from the date of the replacement or repair as the case may be.


  1. Limitation of liability

We Digitize is not liable to the Customer for any indirect costs or losses suffered by the Customer in connection an agreement. We Digitize’s total liability towards the Customer for any loss or damage the Customer may suffer in connection with an agreement shall not exceed the total paid in amount from the Customer to We Digitize for the agreement in question.

The limitation of liability shall not apply in case of We Digitize’s gross negligence or willful misconduct.


  1. Force majeure

To the extend We Digitize is prevented from fulfilling its obligations due to circumstances beyond We Digitize’s reasonable control, including but not limited to: work conflicts, fire, war, epidemics, terrorism, intervention by EU authorities or other authorities, public regulations and/or missing or delayed deliveries from subcontractors, We Digitize shall be exempted from liability.

If the circumstances prevent We Digitize from performing its obligations for more than 6 (six) months, both parties shall be entitled to cancel the non-fulfilled part of the agreement without compensation to the other party.


  1. Legality

The Customer is responsible for ensuring that the requested Products and/or Services are legal and can be delivered and used legally.

In case of the Customer’s Content is or becomes illegal, contrary to ordinary honesty or violate rights of third parties, We Digitize is entitled to cancel the agreement and have the Content removed without notice and without compensation to the Customer. In addition, We Digitize is entitled to claim compensation for any cost or loss.


  1. Disputes

Both parties shall be obliged to try to resolve a dispute or a disagreement amicably.

If a dispute or disagreement cannot be solved amicably, this Agreement is governed by Danish law. Any disputes arising out of or in connection with this Agreement shall be settled by the District Court of Odense as first instance.


  1. Personal data

When delivering Products and/or Services to the Customer, We Digitize and our subcontractors process and store personal data pertaining to the Customer.

We Digitize’s purpose of processing such information is to be able to fulfill We Digitize’s obligations towards the Customer.

For more information on We Digitize’s processing of personal data, please refer to We Digitize’s dataprotection policy.