1. Scope of Applicability

1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all offers, order confirmations, sales made by IT-AI Solutions ApS, CVR number 43641867, notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.

1.2 We reserve the right to change these GTCS at any time. We will give you thirty calendar days’ notice of any changes by posting notice on our website.

   2. Offers, Purchase Orders and Order Confirmations

2.1 All offers made by us are open for acceptance within fourteen calendar days from the date of issue, unless otherwise specifically stated therein.

2.2 No purchase order shall be binding on us unless and until confirmed by us in writing. A purchase is final when the Buyer has accepted the offer in writing. After this, the agreement cannot be cancelled, changed or postponed by the Buyer without written acceptance from IT-AI Solutions ApS, and then only against payment of occurred costs.

2.3 In the event that the Buyer believes that the details within an order confirmation or the terms and conditions outlined in this contract for sale and delivery contradict the previously established agreement, the Buyer is required to promptly raise a written complaint.

2.4 The Buyer is required to designate a designated contact person (an employee of the Buyer) responsible for overseeing the collaboration. In the event that the designated contact person does not possess the authority to approve offers, orders, and deliveries, it is the responsibility of the Buyer to designate another individual (an employee of the Buyer) with the necessary authorization. IT-AI Solutions ApS bears no responsibility for ensuring that the Buyer's approvals are in accordance with the appropriate mandate.

   3. Prices and Terms of Payment

3.1 The prices shall be those set forth in our order confirmation. All prices are exclusive of VAT.

3.2 The Buyer shall reimburse driving expenses incurred in connection with the execution of the agreement at the rates established by the state, unless otherwise specified in a written agreement.

3.3 Expenses related to the procurement of software licenses or any other items necessary for the direct performance of the service shall be reimbursed by the customer at cost, plus a handling surcharge of 10%, unless otherwise stipulated in a written agreement.

3.4 The payment deadline is set at 8 days, net.

3.5 In case of delayed payment, IT-AI Solutions ApS reserves the right to impose a monthly interest charge of 2%.

3.6 If payment is not received despite prior demand, IT-AI Solutions ApS has the authority to revoke the Buyer's usage rights for the delivered product without prior notice.

3.7 Unless explicitly specified in writing, the payment for the delivery shall be made in three installments:
     Installment 1 (40% of the agreement price) is due upon the acceptance of the agreement.
     Installment 2 (40% of the agreement price) is to be paid by the Buyer when the delivery is fully developed and ready for testing.
     Installment 3 (20% of the agreement price) is to be paid by the Buyer upon final delivery (as defined in §5 subsection 1)."

4. Confidentiality

     To facilitate the provision of services, the Buyer shall grant IT-AI Solutions ApS access to personal data to the extent necessary. The specific terms and procedures for the submission and handling of personal data are governed by the Data Processing Agreement.
     All employees of IT-AI Solutions ApS are bound by confidentiality agreements, ensuring that any non-public information provided in connection with the Buyer's project will not be disclosed to external third parties without prior written consent from the Buyer.
     In the course of collaboration, the Buyer agrees to safeguard non-public information about IT-AI Solutions ApS, which the Buyer may acquire, and shall refrain from sharing such information with external third parties without prior written consent from IT-AI Solutions ApS.

      5. Delivery Time and Delivery

5.1 The final delivery of the Buyer's product will occur in one of the following circumstances: a. 14 days after the product has been deployed live. b. 60 days after the commencement of the Buyer's test period. c. 60 days without the Buyer's response to IT-AI Solutions ApS inquiries.
5.2 Delivery will take place at the agreed-upon time with the Buyer, unless the exception mentioned in Section 4 applies.
5.3 In the absence of a specified delivery time, delivery will occur upon the completion of IT-AI Solutions ApS work.
5.4 The delivery date is contingent upon the Buyer fulfilling its agreed-upon responsibilities and being available for clarifications. If any delay is caused by the Buyer's failure to deliver or respond to clarifications, IT-AI Solutions ApS will communicate a new delivery date after the Buyer's fulfillment or response. It is acknowledged that a delivery date may be extended by no more than twice the delay attributable to the Buyer's delivery or response to clarifications.
5.5 If the agreed-upon delivery date surpasses 60 days, the Buyer has the option to cancel the affected portion of the agreement, except in cases where obstacles are attributable to the Buyer, and IT-AI Solutions ApS has duly informed the Buyer of such obstacles.
5.6 After the final product delivery, IT-AI Solutions ApS is no longer responsible for maintaining the delivered product, unless otherwise agreed.
5.7 After the final product delivery, IT-AI Solutions ApS is not accountable for rectifying errors or deficiencies as part of the original delivery. Software requires ongoing maintenance and can be influenced by third-party updates or changes.
5.8 The Buyer has a 14-day window after the product has been deployed live to report errors, deviations, or defects. At this point, the product is considered finally delivered.
5.9 In cases of major errors, deviations, or defects that IT-AI Solutions ApS is not reasonably at fault for or could have avoided, the Buyer will be billed according to the agreed hourly rate for rectification. If the Buyer could reasonably have alerted IT-AI Solutions ApS to an error, deficiency, or deviation well before delivery, and failed to do so, resulting in an impact on the rectification scope, the Buyer will be invoiced according to the agreed hourly rate.

      6. Support

Support takes place via email and remotely, where applicable, and responses aim to be provided within 24 hours outside of holiday periods. Unless expressly specified otherwise, the Buyer will be billed according to the agreed hourly rate.

      7. Liability

7.1  IT-AI Solutions ApS commits to executing the delivery in accordance with industry best practices within the realm of IT, employing well-established design methods, adhering to quality standards, utilizing reputable programming languages, program development tools, and online marketing tools. IT-AI Solutions ApS also ensures that the delivery aligns with the agreed-upon terms and strives to fulfill the Buyer's needs within the specified budget and timeframe, based on IT-AI Solutions ApS's understanding as described in the proposal.
7.2 IT-AI Solutions ApS does not bear responsibility for errors or defects arising from incorrect or faulty operation, unforeseen incidents, alterations to third-party software and APIs, or similar circumstances.
7.3 IT-AI Solutions ApS shall not be liable for loss of profits, production, revenue, expected savings, data loss or corruption, or any indirect or consequential damages.
7.4 Additionally, IT-AI Solutions ApS does not assume product liability beyond the boundaries established by the Product Liability Act.
7.5 IT-AI Solutions ApS is not accountable for losses or damages resulting from technical errors, such as server failures or loss of access to IT-AI Solutions ApS's or its suppliers' servers, data damage stemming from communication issues within technical systems, or disruptions in power supply or telecommunications systems.
7.6 IT-AI Solutions ApS is not responsible for website breakdowns or the consequences of information disruption due to force majeure events, including but not limited to war, rebellion, strikes, lockouts, blockades, seizures, fires, theft, extraordinary natural conditions, pandemics/epidemics, or similar occurrences.
7.7 IT-AI Solutions ApS's overall liability towards the Buyer is limited to an amount equal to the total value of the contract. 
     Unless otherwise specified, IT-AI Solutions ApS is not accountable for ensuring that the delivered product complies with legislation or standards.

      8. Termination Terms

The following termination terms apply to IT-AI Solutions ApS's various services:
   • Once accepted and underway, our development projects cannot be terminated unless both parties mutually agree to terminate the collaboration. In such cases, the Customer will be invoiced for the time expended up to the termination point.
   • Ongoing maintenance and optimization work on development projects can be terminated at any time, but any ongoing and completed tasks that have not yet been invoiced will be settled.
   • Hosting, security updates, and service agreements can be terminated with a notice period of three months in advance, in addition to the ongoing period.
      
      9. Force Majeure

     IT-AI Solutions ApS shall not be held liable for complete or partial delays or failure to fulfill the agreement due to force majeure, unless IT-AI Solutions ApS has had the ability to prevent or mitigate its consequences. Force majeure events include but are not limited to war, rebellion, strikes, lockouts, blockades, seizures, fires, theft, extraordinary natural conditions, pandemics/epidemics, or similar occurrences.

      10. Applicable Law and Jurisdiction

      The agreement is governed by Danish law in all aspects.
      Any disputes arising in connection with the agreement must be resolved by a Danish court within the jurisdiction where IT-AI Solutions ApS is located.