1. Product Description

These terms cover advisory services and consulting assistance.

  1. General Allocation of Responsibility

The party performing the activities is responsible for these and the resulting consequences. CURABIS performs two types of tasks: support and setup in Business Central, as well as development and programming. CURABIS and the customer collaborate on the testing process, where CURABIS is responsible for delivering error-free services in accordance with the agreed specifications. The customer has the final responsibility to carry out careful and sufficient tests of the delivered services before they are implemented in the production environment.

  1. Scope/Basis

3.1. The customer describes the task and the basis for its solution, including the task’s budget framework.

3.2. The customer must provide CURABIS with all necessary information to solve the task.

3.3. CURABIS keeps the customer informed as needed about the task’s progress and must immediately notify the customer if unforeseen issues arise that affect delivery as agreed, including any exceedance of tentative estimates.

3.4. The customer may change the task or its basis. If the change entails additional work and the parties have agreed a fixed fee, CURABIS is entitled to a corresponding adjustment of the agreed fee. Such claims must be submitted to the customer immediately after the additional work can be identified.

3.5. Current hourly rate DKK 1,550 excl. VAT, unless otherwise agreed. Costs for transport, accommodation, and meals related to the work are invoiced and appear separately on the invoice. Time spent on travel is billed at the applicable hourly rate. In addition, mileage is charged according to the current government rates.

3.6. By contacting CURABIS’ support or delivery department, the Customer accepts that CURABIS may commence work on the task immediately. CURABIS reserves the right to begin and invoice up to 6 hours of work per task without prior consent from the Customer. The Customer will not be informed of or receive an estimate for tasks where the expected time consumption is under 6 hours. If CURABIS assesses that the task will exceed 6 hours of work, CURABIS will obtain the Customer’s acceptance by providing an estimate of the task’s scope, either in writing or orally, before continuing.

3.7. CURABIS Aps prepares estimates for the intended tasks based on the information available at the time of assessment. These estimates are indicative and subject to change, as they may be affected by factors such as changes in the task’s scope or complexity.

3.8. Estimates prepared by CURABIS Aps are not to be regarded as binding offers, but as indicative prices based on the current assessment of the task. Prices may vary and are subject to change due to changes in the task’s scope, unforeseen events, or other relevant factors. CURABIS Aps strives to keep estimates within a margin of +/- 20% of the original estimate.

  1. Relationship with Other Consultants

4.1. Before entering into the agreement, CURABIS must be informed of any other advisors associated with the task and will cooperate with them.

4.2. If several advisors are attached to the task, the customer must appoint a project manager.

  1. Title/Copyright and Transferability, etc.

5.1. CURABIS retains title to the product under applicable law until the agreed fee has been paid.

5.2. The customer is entitled to the agreed use of the product and may not, without CURABIS’ consent, use it in any other manner.

5.3. CURABIS retains ownership and copyright to ideas and to the material CURABIS has prepared in connection with the task’s solution. Changes to software, documentation, and similar prepared by CURABIS in connection with the task, as well as transfer or copying thereof (except for backup copies), are not permitted without CURABIS’ written consent.

  1. Reservations and Limitation of Liability regarding Patents and Other IPR

6.1. If a claim is made, or there is a risk, that work performed by CURABIS infringes patent or other intellectual property rights, the customer accepts that CURABIS may, at its option, either obtain the right to continued use from the rights holder or make changes so that no infringement occurs.

6.2. If neither option is obtainable on terms which, in CURABIS’ judgment, are reasonable, the customer accepts—upon CURABIS’ written request—that the customer must cease using the product, and CURABIS will refund the payment made by the customer to the extent the product’s value is reduced for the customer.

6.3. CURABIS bears no liability if an infringement claim is attributable to the customer’s contractual relationship with a third party, or to the customer’s modification of the product or use of it outside the agreed or envisaged scope.

6.4. The above sets out CURABIS’ maximum liability with respect to any infringement of patents or other intellectual property rights.

  1. Deadlines

7.1. The parties may, in a written agreement, set specific deadlines for CURABIS’ performance of the task or parts thereof, for decisions the customer must make, for the customer’s provision of materials necessary for solving the task, and for the customer’s own deliverables.

7.2. CURABIS may require an extension of deadlines when performance is delayed:

a) due to changes to the task at the customer’s request.

b) if the customer or the customer’s other advisors do not make decisions or provide materials or services within agreed deadlines.

c) due to events beyond CURABIS’ control and which CURABIS did not foresee or ought to have foreseen, cf. 11.

7.3. CURABIS must promptly notify the customer in writing when CURABIS considers itself entitled to an extension of deadlines and, upon request, substantiate that the delay is due to circumstances warranting an extension.

7.4. If there is a need to extend a deadline under a task/contract, the parties must communicate openly and cooperate to set a new, appropriate deadline. Any extension must be documented in writing and included in a revised schedule accepted by both parties. The customer must strive to minimize the need for deadline extensions and must promptly notify CURABIS of any changes to the project timeline.

7.5. If the total extension under 7.2 and 7.4 exceeds 3 months, CURABIS is entitled to deem the task suspended and claim usual payment for work performed and reimbursement of expenses as set out in 9.1.

  1. Limitation of Liability

8.1. CURABIS assumes no liability for any errors or defects in the delivered services unless such errors or defects are due to CURABIS’ gross negligence. CURABIS’ liability is, in any case, limited to the agreed fee for the specific task.

8.2. CURABIS is not liable for direct or indirect losses, costs, or damages arising from the use of the delivered services, including but not limited to loss of profit, business interruption, or loss of data.

8.3. The customer is responsible for carrying out careful and sufficient testing of the delivered services before implementation in the production environment. CURABIS assumes no liability for errors or defects arising after implementation unless such errors or defects are due to CURABIS’ gross negligence.

8.4. CURABIS is in no case liable for any delay unless caused by CURABIS’ gross negligence. CURABIS’ liability is in any event capped at CURABIS’ total fee for the task.

8.5. CURABIS’ liability for defects is limited to correction. If CURABIS cannot correct a defect, the customer is entitled—upon wholly or partly ceasing use of the product—to demand a refund of the fee paid, or, if use continues, to demand a proportional reduction.

8.6. CURABIS is in no case liable for direct or indirect losses, costs, or damages, including product-liability-related property damage, occurring while the product is in the customer’s possession.

8.7. The customer forfeits the right to make a claim if the customer does not notify CURABIS in writing immediately after the customer becomes, or ought to have become, aware of CURABIS’ potential liability.

8.8. If, due to the customer’s circumstances, the agreed work could not be delivered, the customer will be invoiced for the agreed number of hours minus any other billable work performed by the consultant(s) in the same period. CURABIS Aps cannot be held liable for circumstances attributable to the customer’s failure to fulfill its obligations.

  1. Postponement and Suspension of Tasks

9.1. If performance of a task is postponed after CURABIS has begun, and the postponement is not due to CURABIS, CURABIS is entitled—in addition to fees for work performed up to the postponement—to claim reimbursement of expenses incurred due to the postponement, including wages for workforce rendered idle, etc. CURABIS must, however, seek to minimize such expenses as much as possible.

9.2. If a task that has been postponed or suspended is resumed, CURABIS is entitled to claim fees for the additional work associated with resuming the task.

9.3. If performance of a task is on hold for more than 3 months, CURABIS is entitled to deem the task suspended and claim reimbursement of expenses as set out in 9.1.

9.4. If a task is terminated, the customer is not entitled to use the material prepared by CURABIS or parts thereof.

9.5. Postponement of tasks may cause delays in project execution and affect delivery dates and agreed deadlines. If tasks are postponed by the customer or due to events outside CURABIS’ control, the parties must cooperate to assess and handle the consequences of the delays. CURABIS reserves the right to claim compensation for any additional costs or losses resulting from postponement.

  1. Payment

10.1. Fees for advisory and consulting assistance are paid either on a time-and-materials basis at CURABIS’ then-current rates, or under a fixed-price quotation, or a combination thereof.

10.2. CURABIS’ travel and accommodation expenses are paid separately in addition to the agreed fee.

10.3. All payments are due no later than 8 days from the invoice date. In case of late payment, default interest accrues at CURABIS’ usual rate.

10.4. All prices are quoted excl. VAT and other public charges that CURABIS is obliged to collect from the customer. Such charges are borne by the customer in addition to the agreed fees.

10.5. CURABIS’ fees for personnel services are adjusted without prior notice by 1% for every 1-point increase in the net price index. The adjustment is based on the base prices (net price index = 100).

Adjustments take effect on each 1 April based on the average net price index for November, December, and January, and on each 1 October based on the average for May, June, and July.

In addition, CURABIS may, with 3 months’ notice, increase the agreed fees. In such cases, the customer may, by written notice within 1 month of receiving notice of the price change, terminate the agreement with CURABIS effective from the date of the change, notwithstanding any otherwise applicable termination rules. If no termination occurs, the changed terms are deemed accepted by the customer.

  1. Customer Obligations

11.1. Active participation by the customer is essential for successful completion of the work. The customer must inform CURABIS Aps of all circumstances relevant to solving the task, including information on processes, decisions, and objectives. The customer should contribute to planning the work and allocate its own resources so the work can be delivered as agreed. The customer is responsible for IT installations, communication lines, and backup.

11.2. Without a valid support agreement between the parties, CURABIS ApS has a response time of up to two working days for new customer requests regarding support or assistance.

11.3. Requests regarding support or assistance must be sent to the shared mailbox support@curabis.dk. Direct contact to individual consultants is only permitted during ongoing projects/tasks and should be coordinated with the primary communication channel.

11.4. Customer response times for testing

11.4.1. The customer undertakes to respond to CURABIS’ requests for testing within 8 working hours. This includes, but is not limited to, providing feedback on test results, identifying any errors or defects, and taking a position on any change proposals from CURABIS.

11.4.2. The customer is expected to be available for testing activities according to the agreed schedule, and any delays in the customer’s response may impact the project timeline and delivery dates.

  1. Warranty

12.1. CURABIS Aps is responsible for carrying out and delivering the task in accordance with the task description. CURABIS Aps is further responsible for performing the task with due care and competence and in line with good professional standards in the field. Goods delivered in connection with the order are subject to the manufacturer’s/vendor’s warranty. CURABIS Aps provides no warranty beyond this. Errors or defects arising due to insufficient scoping of the task by the customer are not covered by CURABIS Aps’ warranty. Such errors or defects may, however, be remedied by expanding the task and thereby the estimate, as agreed between CURABIS Aps and the customer.

12.2. CURABIS Aps disclaims any warranty of any kind for third-party products, including software, hardware, or other products supplied or used as part of the task. The customer alone is responsible for any warranties given by manufacturers or vendors of such products. CURABIS Aps may, at its discretion and against payment at the applicable hourly rate, provide assistance to remedy errors or defects in third-party products. The customer accepts that remedying such errors or defects may entail additional costs and time, which are invoiced separately. Any warranties or support agreements for third-party products are subject to the terms and conditions of those products.

  1. Claims

13.1. The customer is obliged to inspect, evaluate, and test the deliverable at the end of each task. If the customer wishes to claim a defect, the customer must, immediately after the defect is or should have been discovered, give CURABIS Aps written notice specifying the nature of the defect. If the customer does not complain as stated, the customer cannot later assert the defect.
If the delivered consulting assistance must be regarded as defective and this should not reasonably have been discovered by the customer, the customer may invoke this. Complaints must be made as soon as the defect is discovered, but no later than 3 months after delivery of the task.
For goods, the rules in the product documentation apply. In the event of a complaint about a good, the customer must notify the manufacturer/vendor immediately upon discovering the defect.

  1. Force Majeure

14.1. CURABIS is not liable for failure to fulfill its obligations, including delays and/or defects, attributable to circumstances beyond CURABIS’ control, including: labor disputes (strikes and lockouts), fire, war, rebellion, civil unrest, natural disasters, currency restrictions, public seizure, import or export bans, interruption of normal transport, including interruption or failure of energy supply, as well as the occurrence of force majeure at subcontractors.

  1. Confidentiality

15.1. Each party and their personnel are obliged to maintain confidentiality regarding any matters they may become aware of at the other party or third parties, where confidentiality is required by the nature of the matter or is stipulated by the other party. The duty of confidentiality continues after termination of the agreement.

  1. Governing Law and Jurisdiction

16.1. Danish law applies to any disputes, and any legal action may, at CURABIS’ choice, be brought before the court in Copenhagen. CURABIS is, however, entitled to require arbitration under the general rules of Danish law.