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for all Jørn W.Phigalt and ITM Europe’s Business-to-business Relations valid as from 1st of January 2004. This version of General Terms and Conditions replaces all prior issues of ITM Europe’s Terms and Conditions
Scope of the Assignment The client has described to ITM Europe the need for assistance and service from ITM Europe and ITM Europe cannot be held responsible for any missing information in that description. Furthermore ITM Europe base its services on information and data provided by the client and the information is used with the validity such data possesses. Assignments from ITM Europe can either be a fixed price assignment or assignments based on actual use of resources. For all assignments based on a fixed amount an order confirmation is issued by ITM Europe and signed by the customer. For assignment based on actual resources (or combination of fixed price and flexible resources) a consultancy agreement is made and signed by both parties. ITM Europe is free to use the client’s name and project description in ITM Europe's own marketing and sales promotion and as reference.
Acceptance of assignment No request for services placed by the Client, regardless of whether a deposit has been received, shall be binding upon ITM Europe until the Client has been established as a Customer at ITM Europe. In order to be established at ITM Europe, it is the Client’s responsibility to make available all relevant and necessary data and information to conduct a legal business relation. It is the Clients responsibility to update this information on a regular basis and ITM Europe cannot be held responsible for any missing or faulty information provided by the Client. The invoice destination defines the demands for documentation. If legal invoice address is inside Denmark, Danish Value Added Tax has to be added to all consultancy assignments according to the Danish VAT regulations. If sales is inside the European Union (excluded Denmark), the Client need to provide ITM Europe with a valid VAT number and the original VAT document that link the Client to the VAT number. If the Client lives outside the European Union, ITM Europe needs no VAT number or documents. All consultancy services shall be made only upon the Terms and Conditions set forth herein. By accepting the Consultancy Agreement or the order confirmation, the Client shall be deemed to have agreed to the Terms and Conditions set forth in the invoice or any other subsequent document forwarded by ITM Europe, notwithstanding any Terms contained in any prior or later communication from the Client and regardless of whether ITM Europe specifically or expressly objects to any such Terms. By accepting the first consultancy assignment, the Client automatically agrees that the Terms and Conditions cover all further business relations between the parties. It is the Client’s responsibility to get acquainted with the Terms and Conditions. The Terms and Conditions set forth herein may in some instances conflict with some of the Terms and Conditions set forth in a client request, any other documents or other communication from the Client. This shall not be regarded as a waiver of any of the Terms hereof. ITM Europe must agree to any changes in the Terms and Conditions set forth herein in writing before they become binding on either the Client or ITM Europe.
Change of services or Cancellation All consultancy agreements accepted or placed requests, where an order confirmation has been issued by ITM Europe, shall be binding on the Client and cannot be cancelled, unless specifically agreed with ITM Europe. Quotations for Consultancy Services issued by ITM Europe and duly signed by the Client substitute an order confirmation from ITM Europe, unless otherwise agreed in writing. If the Client for obvious reasons wants to change or cancel an order that is already planned and scheduled, the Client shall pay to ITM Europe a reasonable cancellation charge to cover the costs incurred and the time that cannot be allocated to other activities, with a fee of 20% of the value of the consultancy agreement. However, if a client is cancelling a service within the last 30 working days before planned beginning, or if the client fails to show up for an ordered training, the full originally contracted fee is to be paid by the client.
Proposals Unless otherwise stated, all prices quoted by ITM Europe are based on DDK, US$ or Euro (€) exclusive of all value added taxes and other community taxes and fees and are based on work out of Denmark. Beside the prices quoted for the consultancy service, fees for travel and accommodation and potential fees for various supplementary services can be added to the quoted prices. The client pays ITM Europe, either a fixed price for a service according to our price list or for time used according to the consultancy fees mentioned in our price list. Subscriptions, events or agreements with regular payments are to be paid monthly in advance. Fee for participating in training events has to be paid no later than 10 working days before the training begins. For all individually training courses held at clients decided location, the transport and accommodation costs must be paid separately.
Terms of Payment Unless otherwise agreed, the Terms are payment in advance. All charges are payable in the agreed currency, according to the invoice. For normal invoices the terms of payment are net cash unless otherwise is specified. For those late payments will incur a penalty of 1.7% interest on the original fee for each month past the scheduled payment date and a reminders fee of € 10 will be added to the next statement. All payments should be made to ITM Europe by bank transfer to ITM Europe’s account at
Time Delivery and completion schedules are approximate only and are based on Conditions at the time of acceptance of the Client’s order.
Force Majeure ITM Europe will make every effort to complete the service, but shall not be liable for any losses or damages, or for any delay of a delivery, arising out of circumstances beyond its reasonable control, including, but not limited to, fire, acts of God, and acts of government or compliance with any government rules or regulations.
Liability Except for the Client’s sole and exclusive remedies set forth in the foregoing paragraph, ITM Europe shall have no liability or obligation to the Client or any other persons for any claim, loss, damage or expense of any kind caused in full or in part - directly or indirectly - by the inadequacy of the Services performed, such as direct, indirect or consequential damage or loss without limitation, personal injury or loss of business or profits, or other damage, regardless of whether the Client has informed ITM Europe of the possibility or likelihood of such damage or loss or any other damage or loss. Furthermore ITM Europe is not liable for and claims from and against any party or parties (including without limitation, claims by the Client’s Clients, employees, contractors, subcontractors and agents or their respective employees and workers’ compensation insurance companies) for personal injuries or death or damage to property (tangible and intangible) arising out of the existence of the service, weather or not such liability, loss, cost or damage is incurred in full or in part by any actual or alleged act or omission by ITM Europe, its representatives, employees, subcontractors, vendors or suppliers, or by any neglect in the service, regardless of whether it is contended that ITM Europe contributed thereto in full or in part or was responsible for this by reason of a non-delegable duty.
Limitation of Liability In no event shall ITM Europe be liable for any loss, revenue, profit, custom, or for any direct, indirect consequential or punitive damages, arising out of, connected with, or resulting from the consultancy service performed.
Disclosure Any specifications, data, designs, compositions or other technical information supplied by ITM Europe to the Client in connection with the consultancy service shall remain ITM Europe’s property and shall be treated as confidential by the Client. Such information shall not be reproduced or disclosed to any other parties without ITM Europe’s prior written consent, unless the material is common public knowledge. The Client is held financially responsible to ITM Europe in case of use by third party or copying.
Arbitration Questions concerning matters governed by these Terms and Conditions which are not expressly settled in it are to be settled in conformity with the Common principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law. The fact that the parties can have their places of business in different states do not change that any dispute or claim arising out of or relating to the consultancy Service or the breach thereof in agreements shall be settled in accordance with Danish law, and judgment upon award rendered by a Danish court having jurisdiction thereof. |
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The General Terms and Conditions shall constitute an integral part of any offer
made by Jørn W.Phigalt and ITM Europe
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