Trade terms

General trade terms

Valid per January 1st, 2020

Applies for the following products: IntraManager Work and IntraManager Board

General trade terms

1 General
a. Any agreement entered with IntraManager PLC is covered by these general terms and
conditions of trade and business as well as applicable Danish and international law. The
customer accepts all the conditions described in this general terms and conditions of trade
and business by signing this agreement.
b. Any deviations from one or more of these conditions only applies if they are expressly
specified in the customer’s agreement with IntraManager PLC.
c. All prices are by default stated in Danish kroner, excl. VAT and any other expenses, unless
otherwise stated by IntraManager PLC.
d. All IntraManager’s listed prices can be adjusted with a 3-month notice to the end of a
quarter, if it can be justified by changes in market conditions or increased costs for hosting,
operation, security, support etc.
e. If there are any discrepancies between the customer and IntraManager PLC, these will be
decided by Danish law. At IntraManager PLC’s choice, the dispute must be settled by the
district court in Odense as the proper venue or by arbitration in accordance with “Rules for
handling cases at the Danish Arbitration Institute”
f. IntraManager PLC reserves the right to use the customer as a reference in connection with
sales material, marketing and inquiries, unless otherwise is agreed in writing.

2 Subscription & termination
a. A subscription is valid from the date specified in the corresponding agreement or invoice.
b. The customer can terminate the subscription at any time with a notice of 3 months to the
end of a quarter. However, this do not apply agreements with an agreed binding period (cf.
sections 2.c. & 2.d.)
c. For agreements with a binding period, the termination of the agreement must take place at
least 3 months before the end of the period and must be sent in writing to IntraManager
PLC. If this has not happened, the agreement will continue at IntraManager’s general
subscription and trading terms and at the current list prices.
d. Where a binding period has been agreed upon, the customer must continue to pay until the
expiry of the agreement (binding period), whether the system is used or not.
e. IntraManager PLC reserves the right to, at any time and with immediate effect, terminate an
agreement and shut down a customer’s activities, if there are arguments or evidence that
the customer has violated this agreement or otherwise misused IntraManager PLC, or any
closure in any other way is deemed necessary by IntraManager PLC. In this case, the
customer remains liable to pay for the entire period that have been agreed upon.
f. IntraManager PLC can terminate the subscription at any time with a notice of 3 months.
g. The agreement cannot be transferred, sold or otherwise transferred to third parties by the
customer without the express written consent of IntraManager PLC. The customer is not
entitled to use the system in affiliates, subsidiaries or other affiliated companies, unless
stated in the customer’s agreement with IntraManager PLC. If this occurs without written
consent from IntraManager PLC, the customer has violated this agreement and
IntraManager PLC can immediately exercise the right stated in section 2.c.
h. The agreement does not, as a rule, contain any right of withdrawal, except for standard
services for private customers, cf. the Consumer Protection Act, covered by the 14-day right
of cancellation. Consultancy services and similar individual solutions are not covered by this
right of withdrawal, as these are specially designed services aimed specifically at the
individual customer.

3 Payment and billing
a. Payment must be made within the agreed payment deadline, which is normally 14 days net
unless otherwise is agreed in writing.
b. IntraManager PLC reserves the right to change the payment terms for a customer if, through
a minimum of two cases, it turns out that the customer has not been able to meet the
conditions.
c. Invoicing takes place via e-mail to the e-mail address provided by the customer but can be
sent by the customer’s request to an address provided by the customer. However, this is
done against an administration fee of DKK 25, – per. invoice. Public customers are billed
electronically via OIOXML to the customer’s EAN number. In this case, IntraManager PLC also
reserves the right to charge an administration fee of DKK 25.
d. It is the customer’s responsibility to ensure that information such as name, address, e-mail
addresses, telephone numbers and other information for the company as well as its contact
person(s) for IntraManager PLC are always updated.
e. In the event of non-payment, IntraManager PLC reserves the right to suspend any services
and to issue up to three reminders with a fee. For every reminder notice, a fee of DKK 100
will be charged per reminder. In addition, we reserve the right to impose 2% interest on the
amount owed per commenced month. In the case of a second reminder to a Business
customer, a compensation amount of DKK 310 will be charged further.
f. In case of non-payment, IntraManager PLC also reserves the right to withhold all assets, such
as data, until payment is received.
g. In case of continued non-payment 10 days after the first reminder, IntraManager PLC
reserves the right to transfer the case to a debt collection. All costs associated with any
collection proceedings will be charged to the customer. IntraManager PLC also reserves the
right to claim payment for any future periods to which the customer has committed, and to
take these payments in the same debt collection.
h. In the event of continued non-payment 30 days after the first reminder, IntraManager PLC
reserves the right to delete all data stored for the customer and to take over any assets to
cover part of the amount owed.
i. Although the customer’s services have been closed, data deleted and any assets taken over
due to non-payment, the customer will remain bound to pay for the entire period the
customer has bound for. If assets have been acquired and, if possible, resold, these will be
deducted from the owed amount.
j. When paying by debit or credit card, the customer incurs all transaction costs.
k. When registering for a subscription payment via debit card, future invoices will
automatically be drawn on the payment card specified by the customer, after which a copy
of the invoice will be sent by email. The customer can cancel automatic subscription
payment at any time by contacting IntraManager PLC.
l. If a replacement of the debit card is requested for a subscription payment or if the debit
card is blocked, the customer must contact IntraManager PLC for the purpose of arranging
an alternative payment method.

4 Guidance & consulting services
a. Offers based on a fixed price are only valid by an express written agreement, otherwise the
offers will work as an estimated price from IntraManager PLC and may therefore vary when
the final product has been delivered to the customer.
b. Guidance on hosting services, such as estimated usage or required band width or server
power, are exclusively estimated guides from IntraManager PLC, and thus IntraManager PLC
cannot be held liable to these holds, unless otherwise is expressly agreed in writing.

5 Force Majeure
a. IntraManager PLC is not responsible for losses due to force majeure, including failing power
supplies, failing telecommunications, fire, smoke damage, explosion, water damage,
vandalism, burglary, terror, sabotage, strike, lockout, boycott, blockade or other
circumstances outside IntraManager PLC’s control and which IntraManager PLC could not be
reasonably be expected to have foreseen at the time of the signing of the agreement.
b. If, for unforeseen reasons, IntraManager PLC is unable to deliver an agreed product,
IntraManager PLC reserves the right to cancel any contracts without any consequences.
However, IntraManager PLC is obliged to repay any prepaid amounts.

6 Development
Development includes programming, design and preparation of applications, graphic tasks, printed
matter, documents, documentation, web pages and other material developed or resold to the
customer by IntraManager PLC.
a. All rights to the developed material accrue to IntraManager PLC and may not in any way be
taken over, resold, transferred or otherwise deprived of the material, whether the entire
developed material or just parts of it.
b. The customer is entitled, unless otherwise agreed in writing, to use, modify and further
develop the developed material and have a third party modify or further develop material
developed by IntraManager PLC. However, third parties may not take the rights of the
original, developed material. If a third party is involved, it is the customer’s responsibility to
ensure that the third party meets these conditions.
c. By using third-party components, software or other developed material, the customer is
liable even for any legal consequences that would be unlawful use or redistribution thereof
provided by third parties.
d. IntraManager PLC cannot in any way be held responsible for the use of the developed
material or the context in which the material is used in
e. IntraManager PLC cannot be held responsible for the authenticity or rights of used material
supplied by the customer, such as graphic material for the preparation of web pages or
other development work.
f. If the customer wants to be trained in using the supplied development material or
preparation of any documentation, the customer is obliged to order this at current hourly
rates.

7 Conditions of hosting
a. It is the customer’s responsibility to ensure that all data and material stored on and
distributed through the customer’s hosting services at IntraManager PLC, comply with both
Danish and international law, do not infringe any copyrights or have infringing or offensive
material.
b. All equipment and / or data transferred to IntraManager PLC in connection with repairs,
hosting or any other service is in no way insured or liable in the event of any loss or damage.
c. IntraManager PLC cannot in any way be held responsible or liable for any loss or damage to
data on its own, customers or third-party servers or other storage devices, and cannot in any
way be held responsible for any consequences such loss will have on the customer. It is
therefore also the customer’s own responsibility to verify that backups are made and sent as
well as usable unless otherwise agreed in writing.
d. IntraManager PLC cannot be held responsible or liable for loss of data, equipment or other
for the thirdparty. However, it is IntraManager PLC’s responsibility to do its best to keep
data and equipment secure.
e. IntraManager PLC cannot not be held liable for eventual downtime, reduced accessibility or
problems with certain connections to hosting services, unless a special written agreement
has been made and agreed upon. Exceptions at this point depend on who has signed, and
possibly which, a kind of a service agreement.
f. IntraManager PLC reserves the right to shut down or disconnect equipment if it poses a
problem to the general operation or safety or is to the annoyance of other parties.
IntraManager PLC also reserves the right to investigate the customer’s use of any hosting
servics if there is a suspicion of use that is in violation of these conditions or applicable
Danish or international law.
g. IntraManager PLC reserves the right to change the prices and conditions for the service(s) a
customer receives with a 30-day’s notice. If this happens, a customer is entitled to rescind
the agreement with immediate effect and to have a refund of any prepaid periods. However,
a condition for withdrawal from the agreement is that IntraManager PLC cannot accept the
individual customer by retaining the old conditions or otherwise entering a compromise.
h. When renting web and mail hotel hosting, it is not allowed to use the web hotel as a file
archive or the mail hotel for exaggerated exchange of files. In these cases, IntraManager PLC
reserves the right to suspend the hosting service until a solution has been found, and if the
parties cannot agree on a solution, to completely cancel the hosting services.
i. Mail hotels or other services within hosting at IntraManager PLC must not be used to send
unwanted e-mails (known as spam), threats or anything else that is bothersome or offensive
to the recipient.

8 Sales
a. Ordering of hardware or other goods is binding and cannot be canceled unless it is the result
of a written, agreed delivery time or standards that are not being met.
b. IntraManager PLC reserves the right of ownership until the full payment is received and may
therefore also claim the goods back if it has not been paid.