Oppano ApS

Frøslevvej 79

6330 Padborg

Denmark

Contact us at info@oppano.com

B2B Terms and conditions of service delivery
1 Purpose and scope of General Terms and Conditions
These General Terms and Conditions (hereinafter referred to as the “Terms”) set out the detailed terms for Oppano ApS (hereinafter referred to as “Seller”) delivery of services to a non-consumer/merchant (hereinafter referred to as “Buyer”).
To the extent otherwise agreed in writing, the Terms set out below shall prevail and shall supersede any general terms and conditions of the Buyer.
2 Scope of the service
The Seller’s service consists of delivery of software and/or IT-consulting services, the details of which are described in the Seller’s order confirmation.
3 Entry into agreements
A final purchase agreement is only considered as entered into when the Seller has sent an order confirmation to the Buyer.
The Seller disclaims all liability for any errors and information in material prepared by third parties. This applies to any sales material, descriptions, user instructions, content on other websites, etc.
4 Time of delivery
Unless otherwise agreed in writing, stated delivery times are determined at best discretion and subject to pre-sale. If the Seller is unable to comply with the time stated, it shall give the Buyer written notification of this, if possible stating when delivery can be expected.
If the time of delivery cannot be met, the Seller will try to reduce the delay to the greatest extent possible. However, the Seller assumes no responsibility for minor delays.
If an agreed time of delivery is exceeded by more than 20 working days and the delay is solely attributable to the seller or circumstances for which the seller is responsible, this is considered a material breach of the agreement. However, the Seller waives all liability resulting from the delay, and the Buyer’s only sanction for significant delay is cancellation of the purchase.
5 Delivery and transfer of risk
Unless otherwise agreed, delivery of services shall be deemed to have taken place when the buyer has confirmed receipt.
The risk of services passes to the Buyer at the time of delivery.
6 Right of withdrawal
No right of withdrawal is granted to the buyer in accordance with these conditions.
7 Prices and invoicing
The agreed price for the ordered service is stated in the Seller's order confirmation.
The Seller is entitled to invoice the Buyer for payment for services as delivery takes place. For ongoing services, invoices will be sent monthly.
The buyer is liable to pay any VAT that may apply
8 Payments
Invoices can be paid through bank transfer or credit card payment. Credit card payment links will be sent along with the invoices.
If the services are not paid by credit card at the time of order, the following applies:
Invoices submitted by the Seller are due for payment eight days after the invoice date, unless otherwise stated on the invoice.
If delivery is made on an ongoing basis and there is a delay in the Buyer’s payment of a sent invoice, the Seller shall be entitled to withhold any future deliveries to the Buyer or suspend further work and/or, in this connection, require later delivery times to be postponed for a period corresponding to the Buyer's delay in payment.
The Seller reserves the right to ownership of intellectual property or digital goods and code until the full purchase price has been paid.
9 Errors and defects
The buyer is obliged to examine and test the delivered services immediately after delivery as thoroughly as the circumstances require in order to determine whether there are defects in the delivered service or whether the delivered serivce comply with the order confirmation both qualitatively and quantitatively.
To claim a defect or defects (hereafter referred to as ”error”) in the service, the Buyer must complain in writing to the Seller immediately after the defect has been or should have been discovered. In connection with the complaint, the Buyer must state and, on request, show how the error manifests itself. The Seller shall be solely responsible for errors that the Buyer has complained about within 1 week of delivery of the defective item.
It is not considered a breach, nor shall the Seller ever be liable, if there are errors due to the design of the digital goods, software or code, provided the design is in accordance with the terms of agreement. The Seller shall also not be liable for errors caused by the Buyer’s own circumstances, such as lack of maintenance, incorrect use, non-compliance with Seller’s instructions, and changes to and interventions in the delivered product by unauthorised persons.
If there are errors in delivered services, the Seller may choose whether or not the Seller will:
a) remedy the error,
b) redeliver defective servoces; or
c) grant the buyer a proportionate reduction in the price.
In cases where it is reasonable to consider that the Buyer can carry out the remedial measures, the remedy is deemed to be completed upon Seller’s sending a defect-free part and/or instructions for the remedial measures.
If the Seller chooses to remedy, reschedule or make an additional delivery, the Seller shall be obliged to make such rescheduling or additional delivery at the speed required by the situation and at its own expense.
If the Seller does not make the repair, redelivery or additional delivery of services at the speed required by the circumstances, the Buyer may give the Seller, in writing, a final and reasonable period of time to carry out repair, redelivery or additional delivery. The deadline shall be at least five working days and shall expire no earlier than 20 working days from the time when the Seller received the Buyer’s written complaint in respect of the defect.
If the Seller has not made remedies, re-delivery or additional delivery by the expiry of the deadline, the Buyer shall be entitled to a proportionate reduction corresponding to the defective share of the delivered product in relation to the total delivery and price.
The Buyer may not raise any other claims against the Seller in respect of errors.
If the Buyer has complained about errors, and if it turns out that there are no errors attributable to the Seller, the Buyer shall compensate the Seller for any expenses incurred in that connection, including examination. Replacement or repair of goods does not result in a new warranty period.
10 Termination
In the event of a material breach of the Agreement, including these terms, the non-breaching party shall be entitled to terminate the Agreement with reasonable notice if the breaching party does not remedy the breach before the expiry of the notice. Such reasonable notice shall not be less than 10 working days.
Delivery or payment within the notice period is considered to be a remedy for the breach.
11 Limitation of liability
The parties are liable to each other according to the general rules of Danish law, unless otherwise agreed upon below.
In no event shall the Seller, regardless of the degree of negligence, be liable for indirect loss of any kind, including but not limited to operating loss, loss of data, loss of profit, loss of interest or costs attributable to third parties, and other indirect loss or damage.
However, the Seller shall be liable for indirect losses caused by gross negligence or continued negligence.
In the event that the Seller incurs liability regardless of the above, the liability will always be limited to the net remuneration of the order in question, but a maximum amount of DKK 200,000 per order placed.
The Seller is responsible for product liability in accordance with the applicable legislation but does not assume any further liability. Any non-statutory product liability is thus expressly excluded.
12 Force majeure
Neither party shall be liable for circumstances that may be described as force majeure, including but not limited to war, riots, disturbances, general strike, fire, water damage, natural disasters, currency restrictions, import or export bans, disruption of general communication, interruption of or failure of the energy supply, widespread virus or malware attacks and the occurrence of force majeure in accordance with this provision vis-à-vis subcontractors.
If force majeure occurs, the affected Party shall notify the other Party as soon as possible and within 20 working days of the occurrence of a force majeure situation.
If a force majeure situation lasts more than 60 days, the other party is entitled to cancel the agreement. Such cancellation shall take effect for the future, as the Buyer shall pay for services delivered at the time of cancellation no later than 10 days after the cancellation. Accordingly, neither party may make further claims against the other party.
13 Professional secrecy
In the course of the execution of the Agreement, both parties may obtain access to confidential information and other confidential material from each other. Both parties undertake that they and their employees and subcontractors will treat the information received as confidential in all respects. This provision shall remain valid indefinitely.
In addition to this provision, other provisions on confidentiality and business secrets apply in accordance with Danish law.
14 Personal data
The seller is subject to the Personal Data Act, and any processing of personal data shall take place in compliance with the said Act. In accordance with the Personal Data Act, the Seller is considered the data controller for the information registered about the Buyer and visitors on the Seller’s website.
No personal information registered by the Seller will at any time be transferred, sold or made available to third parties, except to the extent necessary to fulfil the parties’ Agreement, including by passing on information to bank, carrier etc.
All information is stored safely and is only available to trusted employees of the Seller.
15 Subcontractors
The Seller is entitled to use sub-suppliers. Such subcontractors are required to observe confidentiality to the same extent as the Seller.
16 Interpretation and amendments
These terms and conditions shall apply to the extent that they are not expressly waived in writing between Buyer and Seller. Later deviations from the Agreement or Terms may only be made through the preparation of a new agreement or a written amendment to the Agreement.
The Terms may be revised and/or amended at any time by the Seller. However, agreements already concluded are not affected by any such revisions or amendments.
17 Venue and jurisdiction
Any dispute between the parties arising out of the Terms, Agreement or other Seller services, and which cannot be settled amicably between the parties, shall be settled in accordance with Danish law by the ordinary courts of the Seller’s domicile.
18 Information about the Seller
Oppano ApS
VAT/Reg. no.: DK43834673
Frøslevvej 79.
6330 Padborg.
Denmark.