Terms of Sale and Delivery

Valid from 1 July 2026

 

KOLLAB A/S

Alva Myrdals Plads 3, 1.

2450 Copenhagen SW

CVR: 27 35 68 93

 

The following sales and delivery conditions apply in cooperation with KOLLAB A/S, unless otherwise agreed in writing. Cooperation with the customer regarding other areas of KOLLAB's services, including the purchase of freelancers, recruitment, etc., is regulated by separate terms.

The specific customer agreement precedes these terms in the event of a discrepancy.

 

§ 0 TYPES OF AGREEMENT

These terms cover three types of agreement:

(a) Subscription Agreements: current services delivered against fixed monthly or quarterly payment during an agreed commitment period. Typically includes operation, support, monitoring, help desk, ongoing development and an agreed task pool as well as minor ongoing adjustments within a defined scope and fair use, cf. § 14.

(b) Fixed price agreements: limited deliveries or projects with agreed scope, delivery schedule and fixed total price.

(c) Time and Material Agreements (T&M): services delivered after the time spent and settled at current hourly prices. T&M is only offered after prior dialogue and may be subject to special price conditions.

Clauses that only apply to a specific type of agreement are marked with a tag such as [Subscription], [Fixed price] or [T&M]. Other clauses apply to all types of agreement.

§ 1 DELIVERY TERMS

1.1 KOLLAB provides services in accordance with the specific customer agreement and these terms. Services may include consultancy, project work, ongoing operations, support, advice and other services specified in the agreement.

1.2 It is the customer's responsibility to ensure that KOLLAB is provided with the necessary facilities, including premises, materials, etc., if work is done at the customer's location.

1.3 Specific consultants are not named in the customer agreement. KOLLAB staffs according to competence and availability. KOLLAB bears no responsibility for the individual employees having specific knowledge of the customer's IT systems and/or software. KOLLAB is responsible for ensuring that the employees who handle the delivery have sufficient training and work qualifications to be able to deliver the service in a quality, which at least corresponds to the usual standard in the area.

[Subscription] 1.4 Unless otherwise agreed in the specific agreement, the standard service window weekdays is 08.30–16.00 (excluding public holidays). For other types of agreement, delivery times are agreed concretely.

1.5 KOLLAB is entitled to have the services performed by subcontractors without the customer's prior consent.

[Subscription] 1.6 KOLLAB ensures continuity via team-based staffing. The absence of individual consultants, including in the event of illness, pregnancy, death or other legal decay, cannot be claimed as a defect in the delivery.

1.7 Consultants and subcontractors are entitled to provide services to another party, if this is compatible with the provision of services to the customer.

§ 2 PRICE & PRICE REGULATION

[T&M] 2.1 Agreed hourly rates apply to consulting services performed during normal working hours, i.e. on weekdays (Monday–Friday, excluding public holidays) in the period 07.30–17.00. If the customer wants consulting services in the period 17.00–21.00, a supplement of 50% of the agreed hourly price is calculated. In the period 21.00–07.30, a supplement of 100% of the hourly price is calculated. A supplement of 150% of the hourly rate is calculated on Saturdays, Sundays and public holidays.

[T&M] 2.2 Work according to section 2.1 is only carried out in agreement with the customer, as KOLLAB is otherwise not entitled to the specified supplements.

[T&M] 2.3 If otherwise not agreed, driving is settled at full hourly price. Driving is settled from the location the consultant is assigned to, but never longer than the actual driving (e.g. from the consultant's place of residence). Bridge, ferry and possibly hotel bills are settled with the actual amounts according to bill.

2.4 If the customer cancels or changes the schedule for an agreed delivery less than 5 (five) or 1 (one) working days before the agreed date, respectively, 50% or 100% of the agreed fee will be charged. For fixed price agreements where the customer suspends the project, § 12.1 (b) applies.

2.5 Price regulation

[T&M] 2.5.1 Hourly prices for T&M agreements are adjusted annually per 1 January without separate notice according to the net price index, however with a minimum increase of 3%.

[Subscription] 2.5.2 Subscription prices are adjusted annually per 1 January without separate notice according to the net price index, however with a minimum increase of 3%.

[Fixed price] 2.5.3 Fixed price agreements are not indexed. The price in a fixed price agreement is final when the agreement is concluded and applies provided that the scope is unchanged. Changes in scope, delivery schedule or functionality are processed according to the Change Request procedure in § 15.

2.6 Offers are, unless otherwise stated, valid for 30 days from the date of the offer.

2.7 Standard software is billed according to the current price list. KOLLAB reserves the right for software price changes and errors in prices and specifications.

[Subscription] 2.8 Subscriptions are invoiced monthly in advance, unless otherwise agreed. Consumption in addition to fair use is invoiced according to KOLLAB's applicable T&M hourly prices, cf. § 14, but only after prior agreement with the customer.

§ 3 PAYMENT CONDITIONS

3.1 Billing cadence depends on the type of agreement:

• [T&M] Invoiced monthly in arrears on the basis of recorded time consumption.
• [Subscription] Billed monthly or quarterly in advance, cf. the specific agreement.
• [Fixed price] Billed according to the milestone plan in the specific agreement (for example 30/40/30 or 50/50). In the absence of a specific agreement, 50% is invoiced at start-up and 50% at delivery.

 

[T&M] 3.2 Time recording is done by the consultant, and KOLLAB brings an overview of recorded time consumption to the customer's knowledge. If there are special time registration routines in the customer's company, the customer is responsible for the consultant receiving instructions on these procedures.

3.3 Standard payment term is 14 days net.

3.4 Payment with liberating effect can only be made to KOLLAB, whereby it is clarified that payment directly to the consultant does not exempt the customer from his/her payment obligation towards KOLLAB.

3.5 In the event of late payment by the customer, KOLLAB, in addition to the right to exercise customary default powers, is entitled to interest corresponding to the discount + 5% pa.

3.6 Any objection to invoices received must be notified in writing no later than 14 days after receipt.

§ 4 SOFTWARE LICENSES & THIRD PARTY SUBSCRIPTIONS

4.1 When purchasing/ordering licences, the customer automatically accepts the applicable software conditions from the supplier in question when ordering. KOLLAB bears no responsibility for errors or omissions in standard software.

4.2 Software subscriptions must be terminated no later than 3 months before the next period expires. Unless otherwise agreed in writing, licenses and subscriptions for software related to KOLLAB's services must be purchased and/or acquired through KOLLAB.

§ 4A SUBSCRIPTIONS (KOLLAB'S OWN)

[Subscription] 4A.1 Subscriptions are ongoing services provided by KOLLAB for a fixed monthly or quarterly payment. The scope is defined in the specific agreement.

[Subscription] 4A.2 Binding period, renewal and termination of subscriptions are regulated by § 12. Scope and consumption are regulated by § 14 (fair use).

§ 5 THE CUSTOMER'S OBLIGATIONS

5.1 The customer must give KOLLAB or subcontractors access to the customer's IT equipment and software to the extent necessary. Access can include both access at the location in question and via remote connection. To the extent that services can be provided via connection from outside, KOLLAB or subcontractors must be entitled to this.

5.2 In order to limit the security risk associated with connecting the individual consultant's PC directly to the customer's network, all remote connection takes place via KOLLAB's Secure Remote Desktop solution. If this method is opted out by the customer, all ongoing time consumption regarding access to the customer's environment will be invoiced.

5.3 The customer is obliged to receive the agreed consultancy assistance on the agreed date.

[Subscription] 5.4 The customer must inform KOLLAB in writing of significant changes in organization, digital initiatives, number of users or system landscape. Such changes can trigger reassessment of scope and price, cf. § 14.

5.5 Where AI tools are included in the delivery, the customer is responsible for validating the output and for the quality of their own inputs, cf. § 16.

§ 6 DUTY TO INVESTIGATE

[Fixed price] 6.1 Upon delivery, the customer must examine all software, consulting services and other services. Any errors or defects that the customer discovers or should have discovered must be notified in writing to KOLLAB without undue delay. If the customer fails to do so, the relationship cannot be asserted later.

6.2 The customer is responsible for testing standard software and customizations before commissioning. If the customer begins the use of the delivered software or service in whole or in part, the delivery is considered approved as defect-free, unless otherwise notified in writing KOLLAB.

[Subscription] 6.3 Complaints about ongoing services must be made in writing no later than 30 days after an error has been found. Complaints after this deadline cannot be asserted.

§ 7 GUARANTEES

7.1 KOLLAB will perform the task according to the specifications set out in associated documents. Except as expressly provided in the Agreement, the Services or Results of the Agreement between KOLLAB and Customer “AS IS” are provided and KOLLAB disclaims all warranties, both express or implied, including but not limited to warranties of fitness for a particular purpose.

[Fixed price] 7.2 If KOLLAB's service consists of a performance obligation, the service is considered delivered when the result of the service has been transferred to the customer.

[T&M] 7.3 If KOLLAB's service consists of the delivery of hours performed by KOLLAB's employees/consultants, the service is considered to have been delivered when the employee/consultant has performed the work for the customer, and these hours are registered as performed on the customer's project.

[Subscription] 7.4 The service is considered delivered when the service window has been maintained and scope has been kept available during the period in question. Unused capacity cannot be saved, refunded or transferred to subsequent periods, cf. § 14.7.

7.5 KOLLAB is solely responsible for personal and/or property damage to the extent that such liability follows from mandatory Danish legal regulations.

7.6 KOLLAB assumes no responsibility for indirect losses, consequential losses, operating losses, loss of data or other derivative consequences. It is the customer's responsibility to maintain all relevant documentation regarding setup, configuration, adaptations, changes and other matters linked to KOLLAB's services.

7.7 KOLLAB does not provide source code or other documentation, unless this has been expressly agreed in writing. Special rules for ERP services appear in § 9.3.

7.8 KOLLAB disclaims any responsibility for errors, omissions or violations of law related to third-party products, licenses or components that may be included in the delivery, regardless of whether these are mediated through KOLLAB or not.

§ 8 DISCLAIMER

8.1 The parties are, with the following caveats, responsible in accordance with the general rules of Danish law for compliance with the agreements entered into between the parties, including these terms.

8.2 KOLLAB is not responsible in any way for indirect or consequential losses, including operating losses, time losses and loss or contamination of data.

8.3 Limitation of liability: differentiated per agreement type

KOLLAB's total liability for damages is limited as follows:

[T&M] 8.3.1 20% of the amount paid by the customer for consulting services in the past 12 months.

[Fixed price] 8.3.2 50% of the total contract sum, however a maximum of the amount paid by the customer under the agreement.

[Subscription] 8.3.3 50% of the amount paid by the customer during the subscription in the past 12 months.

8.3.4 Where a customer has several simultaneous agreements, the limitation of liability is calculated separately per agreement.

8.4 KOLLAB shall not be liable for any indirect, incidental, special or other consequential damages or losses, including but not limited to loss of profit, revenue, data or usage costs, incurred by the Customer or any third party, even if the Customer has been notified of the possibility of such damages.

8.5 KOLLAB specifically assumes no responsibility for hacking the customer, operating time costs or other costs associated with hardware, software and network downtime, or for any data loss.

8.6 The customer is responsible for maintaining backups of all data (backup) and for implementing appropriate security measures on its own systems and data. KOLLAB is not responsible for any loss or damage resulting from the customer's failure to do so.

8.7 KOLLAB is not responsible for any defects or problems arising from third party products or services used in the development of the Software, unless KOLLAB has expressly assumed responsibility for such products or services in the Agreement.

8.8 The limitations of liability in this section do not apply to damages caused by KOLLAB's willful breach or gross negligence or any liability that cannot be excluded or limited under applicable law.

8.9 KOLLAB bears no responsibility for an estimated time consumption being exceeded. Estimates do not constitute fixed prices.

8.10 Use of AI tools in the delivery does not extend KOLLAB's responsibility. KOLLAB corresponds to the final delivery according to the same conditions as for manual execution.

§ 9 INTELLECTUAL PROPERTY RIGHTS

9.1 Specially developed software and extensions

The customer acquires a non-exclusive limited right to use the deliveries developed by KOLLAB. This right of use does not include any rights to modify, distribute, sublicense or otherwise exploit the Deliveries without the prior written consent of KOLLAB. All intellectual property rights to the developed software, including patents, copyrights, trademarks and trade secrets, remain the exclusive property of KOLLAB. KOLLAB is entitled to freely use the know-how acquired in connection with the provision of services to the customer.

 9.2 Original developed design material

In the case of full payment, ownership of the design elements of the delivery, including graphic design, layout and visual files, passes to the customer. The title does not include source code, plug-ins, scripts or other software development performed by KOLLAB, which remains the property of KOLLAB. The customer is granted a non-exclusive right of use for these technical elements to the extent that they are necessary to use the design material that has been delivered.

9.3 ERP services

If the customer leaves KOLLAB, KOLLAB must establish access to all current source code developed specifically for the customer. For older NAV versions, the code is in the database. For newer installations with Extensions, KOLLAB provides all source code for the current version of the extensions in use. Including any ongoing works in relation to testing in sandboxes/test databases. In addition to the source code specified in this section, no further documentation is provided, cf. § 7.7.

9.4 Standard software

If standard software is included in connection with solving a task, this is purchased by the customer at his own expense. KOLLAB bears no responsibility for the customer's establishment of rights to the purchased standard program or for any violations of third-party rights by the standard program.

9.5 AI output

Output generated with AI tools as part of the delivery is transferred to the customer on the same terms as other deliveries, subject to third-party suppliers' terms regarding underlying models. KOLLAB may use anonymized know-how and patterns acquired during delivery to improve its own methods and processes, but not customer-specific data or confidential material.

9.5 Marketing

The customer accepts, unless otherwise agreed, that KOLLAB may indicate the customer's company name and logo as a reference on KOLLAB's website and in any marketing materials.

§ 10 CONFIDENTIALITY

10.1 Both parties undertake to maintain the confidentiality of all “Confidential Information” provided during the provision of the services. “Confidential Information” includes any information designated as confidential or reasonably confidential, including the terms of this contract, business and marketing plans, technology, technical information, product design and business processes.

10.2 The receiving party must:

• Keep all Confidential Information confidential and do not disclose it to third parties without the prior written consent of the providing party, except as permitted by this contract.
• Use Confidential Information only to fulfill its obligations under this contract.
• Take reasonable steps to protect the confidentiality of Confidential Information at least as strictly as the party's own confidential information.

 

10.3 Receiving Party may disclose Confidential Information to employees, agents or subcontractors who need it to perform this contract, provided they are bound by similar confidentiality obligations. Disclosure is also permitted if required by law or a valid court order with prior notice to the issuing party, if possible. Confidential Information does not include information that: (a) without breach of this contract is or becomes publicly known; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of confidentiality obligations; or (d) is developed independently without the use of disclosing party information.

10.4 Upon termination of this contract or upon request, the receiving party must return or destroy all materials containing Confidential Information.

10.5 Any violation or threat of violation may cause irreparable harm that entitles the waiver party to seek reasonable relief, including an injunction in addition to other remedies. These confidentiality obligations remain for two (2) years after termination or expiration of this contract.

§ 11 FORCE MAJEURE

11.1 Neither party shall be liable to the other party for any damages or losses arising out of events or circumstances beyond their reasonable control. This includes, but is not limited to, natural disasters, war, terrorism, strikes, government regulations and pandemics. However, both parties are entitled to cancel an agreement on delivery if the delivery is exceeded by more than 90 days as a result of such circumstances.

§ 12 TERMINATION AND REPEAL

12.1 Termination: differentiated per agreement type

[Subscription] 12.1 (a) The default is 12 months rolling notice of termination.

[Fixed price] 12.1 (b) The agreement is irrevocable until delivery.

[T&M] 12.1 (c) The agreement can be terminated by both parties with 3 months' written notice until the end of a month.

12.2 If either party breaches their obligations under the agreement and fails to remedy that breach within 14 days of written notice from the non-breaching party, the non-breaching party may terminate the agreement with immediate effect.

12.3 Upon termination, the customer retains all results or services provided by KOLLAB until the time of termination. KOLLAB is entitled to full compensation for these results or services, regardless of the reason for the cancellation.

SECTION 13 CHOICE OF LAW AND JURISDICTION

13.1 Unless otherwise stated, the parties' relationship is regulated by Danish law. The parties shall attempt to resolve any dispute concerning the execution of the agreement or its interpretation through negotiation.

13.2 If the dispute is not resolved within 14 days of a written request for negotiation, the dispute can be brought before the ordinary courts with the Maritime and Commercial Court as the first instance.

§ 14 FAIR USE

14.1 Application: This section applies to all subscription agreements and may, by reference from the specific agreement, also apply to fixed-price operating packages.

14.2 Principle: The price of the subscription requires a reasonable consumption of the covered services, assessed on the basis of (i) the selected subscription package, (ii) the customer's historical consumption of similar services, and (iii) the customer's normal organizational and system situation. The specifically expected level of the customer's consumption is specified in the specific agreement, including any indicative levels for time consumption, number of inquiries, users or other relevant units of measurement.

14.3 Covered within fair use:

• Ongoing operation, monitoring and preventive maintenance within the agreed scope.
• Minor configuration changes and adjustments.
• Support and advice for the contact persons specified in the agreement (typically 2–3).
• Troubleshooting and debugging systems covered by the agreement.
• Other services specified in the specific agreement.
• Task pool (if agreed).

 

14.4 Not covered:

The following are not covered and can be requested separately for separate payment:

• Major project work, including development, implementation, upgrades and migrations that do not naturally belong to the chosen agreement.
• Support on systems not covered by the agreement.
• Re-establishment according to conditions beyond KOLLAB's control (hardware defects in addition to normal wear and tear, supplier breakdown, vandalism, data loss, etc.).
• Inquiries from persons in addition to the agreed contact persons.
• Inquiries outside the agreed support or help desk channel, where the subscription requires such a channel.
• Emergency assistance outside the agreed service window.

 

14.5 Exceeding fair use:

Exceeding is considered in particular:

• that consumption continuously and significantly exceeds the expected level stated in the specific agreement,
• that the subscription is used for tasks that actually constitute major project work,
• that the same problem is repeatedly handled as operation without the root cause being addressed, including where a rectification should naturally be carried out as a separate task, or
• that the customer's organization, system landscape or business scope changes significantly, so that the subscription's prerequisites are no longer present.

 

14.6 Consequence of exceedance: If KOLLAB finds exceedance over three consecutive months, KOLLAB calls a dialogue in writing for one of the following solutions:

• Upgrade to an appropriate subscription package.
• settlement of the excess consumption according to KOLLAB's applicable hourly prices.
• Delimitation of scope or implementation of a separate project.

Emergency assistance that cannot await dialogue is invoiced after the time has passed at current hourly prices.

14.7 Buffer: Unutilized capacity within the fair use limit cannot be saved, refunded or transferred to subsequent periods.

§ 15 SCOPE CHANGES & ESTIMATES

[Fixed price] 15.1 Changes in scope, delivery schedule or functionality in a fixed price agreement are processed according to the Change Request procedure below.

15.2 Change Request procedure

• The customer submits a written request for change.
• KOLLAB estimates impact on price, time and dependencies.
• Written acceptance from the customer is obtained before the change is carried out.
• The change is documented as an addendum to the original agreement.

 

15.3 Estimates from KOLLAB do not constitute fixed prices. KOLLAB is not responsible for an estimated time consumption being exceeded, cf. § 8.9.

[Fixed price] 15.4 Where customer-supplied assumptions (data, access, decisions, approvals, etc.) turn out not to hold and this affects the scope, time or price of the delivery, the relationship is processed according to the Change Request procedure. KOLLAB is not responsible for delays or additional costs as a result of broken customer-supplied assumptions.

SECTION 16 AI MINIMUM TERMS

16.1 KOLLAB can use AI tools in the delivery without separate notice, unless otherwise agreed in the specific agreement.

16.2 Ownership of outputs generated with AI tools follows § 9.5.

16.3 Where the customer uses AI tools provided or recommended by KOLLAB himself, the customer is responsible for prompt quality and for output validation.

16.4 Use of AI tools does not extend KOLLAB's responsibility, cf. § 8.10.

16.5 When putting into service AI solutions provided by KOLLAB, the customer is responsible for configuring and maintaining appropriate security measures in their own environment, including ensuring that the customer's data remains within the customer's own tenant. KOLLAB is not responsible for loss or damage as a result of the customer's lack of or insufficient setup thereof.