1. Product Description

The terms cover advisory as well as consultancy assistance.

2. General Allocation of Responsibility

The party conducting the activities is responsible for them and the consequences arising from them. CURABIS carries out two different 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 flawless services according to the agreed specifications. The customer is ultimately responsible for conducting careful and sufficient tests of the delivered services before they are implemented in the production environment.

3. Scope/Basis

3.1. The customer describes the task as well as the basis for its solution, including the economic framework of the task.

3.2. The customer must provide CURABIS with all necessary information for the task's solution.

3.3. CURABIS keeps the customer informed to the necessary extent about the task's solution and must immediately notify them if unforeseen problems arise in solving the task as agreed, including exceeding any estimated estimates.

3.4. The customer can make changes to the task or its basis. If the change involves additional work, and if an agreement has been reached between the parties on a fixed fee, CURABIS is entitled to a corresponding adjustment of the agreed fee. Claims for this must be submitted to the customer immediately after the additional work can be recognized.

3.5. Applicable hourly rate DKK 1,550 - excluding VAT, unless otherwise agreed. Expenses for transportation, accommodation, and meals in connection with the execution of the work are invoiced separately and appear separately on the invoice. Time spent on transportation is invoiced at the applicable hourly rate. In addition, kilometers are settled according to the state's applicable rates.

3.6. CURABIS Aps reserves the right to commence a task and invoice up to 6 hours of work without prior consent from the Customer. The customer will be informed about the commencement of the task and the corresponding invoicing. For tasks exceeding 6 hours, CURABIS obtains acceptance by either estimating the scope of the task in writing or orally to the customer.

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

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

4. Relationship to Other Consultants

4.1. CURABIS must be informed of any other advisors who may be associated with the task before the agreement is concluded and cooperate with them.

4.2. If multiple advisors are associated with the task, the customer must appoint a project manager.

5. Ownership/Intellectual Property Rights and Transferability, etc.

5.1. CURABIS retains ownership of the product under the legislation thereon until the agreed fee is paid.

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

5.3. CURABIS owns the intellectual property rights to ideas and the material CURABIS has prepared in connection with the task's solution. Changes to software, documentation, and the like prepared by CURABIS in connection with the task's solution, transfer of this, or copying thereof (except backups) are not permitted without written consent from CURABIS.

6. Reservation and Limitation of Liability Regarding Patent and Other Intellectual Property Rights

6.1. If a claim is made, or if there is a risk that the work performed by CURABIS infringes patent or other intellectual property rights, the customer agrees that CURABIS, at its discretion, either obtains the right to continue use or makes changes so that there is no longer any infringement.

6.2. If none of these options are achievable on terms which, in CURABIS' opinion, are reasonable, the customer accepts, upon written request from CURABIS, that the customer may cease using the product, and CURABIS refunds the payment made by the customer to the extent the value of the product is reduced for the customer.

6.3. CURABIS is not liable if a claim of infringement can be attributed to the customer's contractual relationship with a third party or the customer's modification of the product or use thereof outside the agreed or assumed framework.

6.4. The above states CURABIS' maximum liability with respect to any infringement of patents or other intellectual property rights.

7. Deadlines

7.1. The parties may set more detailed deadlines for CURABIS' solution of the task or parts thereof, for decisions that the customer must make, for the customer's provision of material necessary for the solution of the task, and for the customer's own services in a written agreement.

7.2. CURABIS may demand an extension of the agreement's deadlines when the solution of the task is delayed:

a) by changes to the task at the customer's request.

b) if the customer or one of the customer's other advisors does not make decisions or provide material or services within agreed deadlines.

c) by events beyond CURABIS' control that CURABIS did not foresee or could not have foreseen, cf. 11.

7.3. CURABIS must immediately notify the customer in writing when CURABIS considers itself entitled to extend deadlines and, upon request, demonstrate that the delay is due to circumstances justifying an extension.

7.4. If there is a need to extend a deadline in accordance with a task/contract, the parties must communicate openly and cooperate to set a new, appropriate deadline. Any extension of deadlines 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 immediately inform CURABIS of any changes to the project schedule.

7.5. If the total deadline extension, cf. 7.2. and 7.4. exceeds 3 months, CURABIS is entitled to consider the task as stopped and demand ordinary payment for the services rendered as well as coverage of expenses as determined in clause 9.1.

8. Limitation of Liability

8.1. CURABIS assumes no liability for any errors or deficiencies in the services provided unless such errors or deficiencies are due to gross negligence on CURABIS' part. CURABIS' liability is in any case limited to the agreed fee for the respective task.

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

8.3. The customer is responsible for conducting careful and sufficient tests of the services provided before implementation in the production environment. CURABIS assumes no liability for errors or deficiencies occurring after implementation unless such errors or deficiencies are due to CURABIS' gross negligence.

8.4. CURABIS is in no event liable for any delay unless it is due to gross negligence on CURABIS' part. CURABIS' liability is in any case maximized to CURABIS' total fee for the task.

8.5. CURABIS' liability for any deficiencies is limited to rectification. If CURABIS cannot rectify the deficiency, the customer is entitled to either - discontinue use of the product and demand a refund of the payment made or continue using it and demand a proportional reduction.

8.6. CURABIS is in no event liable for direct or indirect losses, costs, or damages, including product liability damages, arising while the product is in the customer's possession.

8.7. The customer forfeits the right to assert liability if the customer does not make written complaints to CURABIS immediately after the customer becomes or should have become aware of CURABIS' potential liability.

8.8. If the customer's circumstances result in the agreed work not being possible to deliver, the customer is invoiced for the agreed hours with a deduction for consultants/consultants' other billing in the same period. CURABIS Aps. cannot be held responsible for circumstances attributable to the customer's failure to fulfill its obligations.

9. Postponement and Termination of Tasks

9.1. If the solution of a task is postponed after CURABIS has commenced it, and without the postponement being due to CURABIS' circumstances, CURABIS is entitled to - in addition to remuneration for the work performed until the postponement - demand reimbursement of the expenses incurred by CURABIS as a result of the task being postponed, including wages for surplus labor, etc. CURABIS is, however, obliged to limit these expenses as much as possible.

9.2. If a task that has been postponed or stopped is resumed, CURABIS is entitled to demand remuneration for the additional work associated with resuming the task.

9.3. If the solution of a task is put on hold for more than 3 months, CURABIS is entitled to consider the task as stopped and demand reimbursement of expenses as determined in clause 9.1.

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

9.5. Postponement of tasks may result in delays in project completion and may affect delivery dates and agreed deadlines. If tasks are postponed by the customer or due to events beyond CURABIS' control, the parties must cooperate to evaluate and manage the consequences of the delays. CURABIS reserves the right to demand compensation for any additional costs or losses resulting from the postponement of tasks.

10. Payment

10.1. Remuneration for consultancy and consultancy assistance is paid either based on invoices according to CURABIS' current rates or according to price quotes at an agreed fixed price or a combination thereof.

10.2. CURABIS' expenses for travel and accommodation are paid separately in addition to the agreed remuneration.

10.3. Any payment must be made no later than 8 days after the invoice date. In case of non-payment by the due date, default interest accrues at CURABIS' usual rate.

10.4. All prices are stated excluding value-added tax 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 remuneration.

10.5. CURABIS' remuneration for personnel services is adjusted without prior notice by 1% each time the net price index increases by 1 point. The adjustment is based on base prices (net price index = 100).

The adjustment takes effect on every April 1 based on the average net price index for November, December, and January and every October 1 based on the average net price index for the months of May, June, and July.

In addition, CURABIS may increase the agreed remuneration with 3 months' notice. In such cases, the customer may, however, by written notice, within 1 month after receiving notice of the price change, terminate the agreement with CURABIS from the effective date of the change regardless of the applicable termination rules. If termination does not occur, the amended terms are considered accepted by the customer.

11. Customer Obligations

11.1. It is essential for the customer to actively participate in the process to achieve a successful completion of the work. The customer has a duty to inform CURABIS Aps. about all matters relevant to the solution of the task, including information about processes, decisions, and goals. The customer should contribute to the planning of the work and allocate its own resources so that 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 business days for new inquiries from the Customer regarding support or assistance.

11.3. Inquiries regarding support or assistance must be directed to the common mailbox Direct inquiries to the individual consultant are only allowed during ongoing projects/tasks and should be coordinated with the overall 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 deficiencies, and considering any proposed changes 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 affect the project schedule and delivery dates.

12. Guarantee

12.1. CURABIS Aps is responsible for ensuring that the task is carried out and delivered in accordance with the task description. CURABIS Aps is also responsible for carrying out the task with due care and expertise and meeting a good professional standard in the field. Goods delivered in connection with the order are subject to the manufacturer's/supplier's warranty. CURABIS Aps provides no warranty beyond this. Errors or deficiencies arising from inadequate clarification of the task by the customer are not covered by CURABIS Aps' warranty. However, such errors or deficiencies can be remedied by expanding the task and thus the estimate, by agreement between CURABIS Aps and the customer.

12.2. CURABIS Aps disclaims any warranty for third-party products, including software, hardware, or other products, supplied or used as part of the task. The customer is solely responsible for any warranties provided by manufacturers or suppliers of such products. However, at its discretion and for a fee at the applicable hourly rate, CURABIS Aps may provide assistance in rectifying errors or deficiencies in third-party products. The customer accepts that rectifying such errors or deficiencies may incur additional costs and time, which will be invoiced separately. Any warranties or support agreements for third-party products are subject to the terms and conditions of those products.

13. Complaints

13.1. The customer is obliged to examine, evaluate, and test the delivered items at the completion of each task. If the customer wishes to invoke a defect, the customer must, immediately after the defect is or should have been discovered, give CURABIS Aps written notice thereof, stating the nature of the defect. If the customer does not complain as stated, the customer cannot later assert the defect.
If the delivered consultancy assistance can be considered deficient and this should not have been discovered by the customer, the customer can invoke this. Complaints must be made immediately upon discovery of the defect, however, no later than 3 months after completion of the task.
For goods, the rules in the documentation of the goods apply. In case of complaints about goods, the customer must immediately invoke this to the manufacturer/supplier.

14. Force Majeure

14.1. CURABIS is not liable for non-compliance with CURABIS' obligations, including delays and/or deficiencies, which can be attributed to circumstances beyond CURABIS' control, including: labor disputes (strikes and lockouts), fire, war, riots, civil unrest, natural disasters, currency restrictions, public seizure, import or export bans, interruption of general traffic, including interruption or failure of energy supply, as well as the occurrence of force majeure at subcontractors.

15. Confidentiality

15.1. Each of the parties and their personnel have a duty of confidentiality regarding any matter they may become aware of from the other party or from a third party, the confidentiality of which is required by the nature of the matter or is prescribed to them by the other party. The duty of confidentiality continues after the termination of the agreement.

16. Jurisdiction and Governing Law

16.1. Danish law applies to any disputes, and any legal proceedings will, at CURABIS' choice, be brought before the court in Copenhagen. However, CURABIS is entitled to demand arbitration in accordance with the ordinary rules of Danish law.