Terms of sale and delivery for Consile ApS

1 Application and validity

These terms of sale and delivery (hereinafter the "Terms") apply to all services provided by Consile to its customers. The Terms apply unless otherwise agreed in writing between Consile and the Customer. By entering into an agreement with Consile, the Customer is deemed to have accepted these Terms.

2. Settlement and invoicing

All work is performed on an hourly basis (time and material principle), unless otherwise agreed in writing. Consile invoices its services according to time spent, and time spent is invoiced monthly in arrears (typically at the end of each month for the previous work). Any outlays or costs associated with the service are invoiced separately 1:1.

3. Terms of payment

Invoices from Consile are due for payment 8 days from the invoice date, unless otherwise agreed. In the event of late payment, Consile will charge default interest in accordance with the provisions of the Interest Act and any reminder fees.

If the Customer does not pay an invoice on time, Consile is entitled to immediately stop all work in progress for the Customer. In such cases, all agreed deadlines, delivery deadlines and other schedules will lapse without liability for Consile. The Customer cannot claim any consequences of delay or non-delivery caused by the Customer's own default in payment.

4. Transportation and travel time

If Consile's consultants are to perform tasks at the customer's premises or at a location designated by the customer, travel and transportation time is invoiced 1:1 as working time.
In addition to travel time, related expenses incurred by the consultant, such as (but not limited to) bridge tolls, parking, accommodation expenses, etc. in connection with the performance of the assignment, etc. will be invoiced separately to the customer on account, unless otherwise agreed.

5. Confidentiality

Both parties undertake to treat all information received from the other party as strictly confidential, and neither party may disclose or use the other party's confidential information for any purpose other than performance of the agreement without prior written consent. Confidential information includes trade secrets, customer and operational information, technical data, documentation, pricing, offers or other information that is not publicly available. This obligation does not apply to information that is already in the public domain or becomes so without breach of this confidentiality clause or which a party is legally obliged to disclose by law or valid governmental decision.

Consile undertakes to ensure that its employees and any subcontractors are subject to similar confidentiality obligations. The duty of confidentiality for both parties also applies after the end of the cooperation and for as long as the information is of a confidential nature.

6. Ownership and copyright

Consile retains ownership and all intellectual property rights (including copyright, source code, concepts, documentation, etc.) to the delivered products, services and materials until the Customer has paid all amounts due in full.

When full payment has been registered with Consile , ownership and all copyright and usage rights to the specific material delivered are transferred to the customer. The Customer is then free to use, modify, further develop, transfer or sublicense the delivered material at its own discretion, unless otherwise agreed in writing.

However, Consile reserves ownership of its general methods, tools, processes and trade secrets that are not part of the specific delivery. These remain the sole property of Consile and are not affected by the transfer of ownership and copyrights to the Customer.

7. Disclaimer of liability

Consile cannot be held liable for any loss incurred by the Customer, whether the loss is direct or indirect. This includes - but is not limited to - any financial loss, operating loss, loss of profit, loss of data, loss of profit, consequential damage or similar arising from Consile's services, advice, deliveries or delays. The Customer cannot claim compensation for such losses from Consile.

This disclaimer applies to the fullest extent permitted by applicable law. However, nothing in these Terms shall limit Consile's liability to a greater extent than what follows from mandatory law.

8. Force majeure

Neither party shall be deemed to be in breach of the agreement to the extent that the performance of its obligations is prevented or delayed by circumstances beyond the reasonable control of the party concerned and which the party should not have foreseen or overcome when entering into the agreement. Such circumstances are referred to as force majeure. Force majeure includes, among other things, unusual natural events (e.g. fire, flood, storm, earthquake), war, terrorism, sabotage, epidemics/pandemics, extensive labor market conflicts (strike or lockout), extensive IT or telecommunications breakdowns, power outages, cyber attacks, government orders or other unforeseen events beyond the parties' control.

In the event of force majeure, the affected party's obligations shall be suspended to the extent and for the duration of the force majeure situation. The affected party shall without undue delay notify the other party in writing of the occurrence and expected duration of the force majeure situation. If a force majeure event lasts longer than 60 days, either party shall be entitled to terminate the agreement in writing with prospective effect without liability, without this being considered a breach.

9. Termination

Agreements for consultancy services that run for a pre-agreed period (e.g. a project with a fixed end date or a fixed-term contract) are generally non-terminable during the agreed period, unless otherwise stated in the specific agreement. The agreement automatically terminates at the end of the agreed period or upon delivery of the agreed project. For ongoing agreements without a fixed termination date, both parties may terminate the collaboration with 1 month's notice to the end of a calendar month, unless otherwise agreed in writing. Any termination must be notified in writing (e.g. by e-mail or letter) to be valid.

If one party is in material breach of its obligations under the agreement, the other party is entitled to terminate the agreement with immediate effect. A material breach on the part of the Customer shall be deemed to exist if, among other things, the Customer fails to pay amounts due in a timely manner in accordance with the Agreement and these Terms.

Termination or cancellation of the agreement - for whatever reason - does not exempt the customer from paying for services already provided. Upon termination, all unpaid invoices and costs for work performed by Consile are immediately due for payment. Any outstanding obligations regarding confidentiality, liability for payment, limitation of liability or other provisions that by their nature should apply after termination will remain in force after termination.

10. Choice of law and jurisdiction

The parties' agreement and cooperation is governed by Danish law (the laws of Denmark), without regard to any private international law rules that may lead to the application of other laws. Any disagreement or dispute that may arise in connection with the agreement, including these Terms, shall be resolved amicably between the parties. If a dispute cannot be resolved amicably, it shall be settled by Danish courts with Holstebro City Court as the agreed venue of first instance.

11 Entry into force and version

These terms and conditions are version 1.0 and will enter into force on June 1, 2025. The terms apply prospectively to all services from Consile as of the effective date. Consile reserves the right to continuously update and version the Terms. The version of the Terms applicable from time to time will be available on Consile's website and significant changes will be notified to existing customers with appropriate notice.