General terms and conditions for Geomatic products and services

Copenhagen, September 24 2020

Content

1. Scope

1.1.  These General Terms and Conditions for Geomatic Products and Services apply to all quotes, sales and deliverables of products and services between Geomatic and the Customer (jointly referred to as ‘the Parties’) unless otherwise agreed between the Parties.

 

2. Quotes

2.1. Quotes are valid for 30 days. Acceptance can be sent by e-mail or by electronic signature.

2.2. The agreement commences when the quote has been accepted and terminates when the order has been delivered.                                

2.3. Agreements on orders entered into by e-mail lapse when Geomatic has completed delivery of the agreed products or services and the Customer has not made a claim within fourteen (14) days.

 

3. Prices and invoicing

3.1. The Customer pays for data and services as described in the submitted quote. The prepared quote is based on the products or services accepted by and agreed between the Parties.

3.2. All prices are stated in DKK or EUR and exclude VAT. Payment terms are twenty-one (21) days from the invoice date.

3.3. Prices are indexed annually on 1st of January according to the Net Price Index published by Statistics Denmark, but by a minimum of 3% per annum.

3.4. Geomatic reserves the right to require additional payment for a project in addition to what has been agreed, if this is caused by delays, errors or omissions to the material provided by the Customer.

3.5. If payment is made after the due date, interest will be added to the due amount pursuant to the Danish Late Payment of Commercial Debts (Interest) Act from the due date until payment of the due amount has been made. The interest rate is as stated in Section 5, sub-section 1 of the Danish Late Payment of Commercial Debts (Interest) Act.

3.6. Reminders incur a charge.

3.7. Geomatic is entitled to invoice for additional amounts if the data supplied by Geomatic to the Customer are not deleted when the agreement terminates or expires.

3.8. If the Customer repeatedly fails to pay for the orders delivered, Geomatic reserves the right to terminate access to Geomatic’s services and cancel further orders.

3.9. Travel activities are invoiced on the basis of documented costs (e.g. trains, ferries, flights, hotels, meals) or applicable government rates for transport in own vehicle (car). Hours spent are invoiced according to applicable hourly rates.

3.10. On the Customer’s acceptance of or on signing a contract on the basis of a submitted quote, 50% of the agreed sum is to be invoiced while the remaining 50% becomes due for payment on delivery.

3.11. If Geomatic’s supplier changes its delivery prices after which Geomatic as a result amends its prices for products and services to customers, Geomatic reserves the right to increase the agreed price vis-a-vis the Customer. Geomatic must notify the Customer and state the reason for the price change so that the Customer is given the option of terminating the agreement.

4. Delays and product changes

4.1. If the order depends on the Customer’s provision of data, other material or information and a deadline has been set for the Client’s provision of this and if the delay is attributable to the Customers’ circumstances, the Customer’s delay of such provision will occasion a deferment of the deadline or date agreed for Geomatic’s completion of the order.

4.2. Geomatic is entitled to require additional payment for costs associated with the Customer’s subsequent changes to the agreed products or services.

4.3. If the changes made by Geomatic’s suppliers affect the ability to collect data in such a way that these changes prevent Geomatic from fulfilling its obligations according to the agreed delivery with the Customer, the Parties must attempt to find an amicable solution and attempt to ensure that the Parties’ obligations are not affected.

4.4. If the supplier’s changes affect Geomatic’s ability to deliver the agreed products and services at the agreed time, or the changes mean that Geomatic is unable to offer the agreed product or service, the Customer will receive a direct notification about the change and be given a suitable time limit within which to terminate the agreement, if applicable.

4.5. If legislative changes should affect the validity of the agreement that has been entered into, the Parties must seek to renegotiate the agreement to find an amicable solution and strive to achieve this in such a way that the Parties’ products and services are not adversely affected.

 

5. Data processing

5.1. A data processing agreement must be signed in cases where Geomatic acts as data processor on behalf of the data controller.

5.2. Geomatic and the Customer must at all times comply with applicable personal data legislation, including in particular:

  • The Danish Data Protection Act (Act 2018-05-23 no. 502 and subsequent amendments)
  • The General Data Protection Regulation (Regulation of the European Parliament and of the Council (EU) 2016/679 of 27 April 2016) when this comes into force
  •  The Danish Marketing Practices Act (Consolidation Act 2017-06-08 no. 650 and subsequent amendments) applies where personal data are used for marketing purposes
  • Other separate legislation relating to public data

5.3.  Terms and conditions for data processing and CPR wash

5.3.1. Cancellation

The Customer is invoiced a cancellation fee of DKK 2,500 excl. VAT in the event of cancellation of a booked CPR wash.

5.3.2. Failure to provide or delayed provision of data by Customer

If the file for CPR wash is not provided at the agreed time to ensure that it can be sent on time and as planned for the CPR wash, this will trigger a fee of DKK 5,000 excl. VAT. This fee will be invoiced irrespective of whether any files are cleaned. The reason for this fee is that the date of the wash is blocked to other clients which means that Geomatic will have turned away other clients who may have required data wash during this period.

5.3.3. Terms and conditions for annual agreements on wash and data enrichment

For annual agreements, it is important that the agreed input data format is determined so that all deliveries of data files for CPR wash have the same file layout (field names, field order, file format etc.). Additional costs will be added to changes of input formats according to Geomatic’s applicable hourly rates.

 

6. Terms for single searches for personal data

6.1. User accounts set up for Geomatic’s products and solutions are personal and may not be shared with or used by others.

6.2. Data from CPR may only be used for the agreed lawful purposes.

Collecting information form CPR is therefore not permitted unless one of the bases for processing listed below applies:

  • Specific consent from the individual
  • The purpose of the collection of the personal data must be lawful and have an objective basis
  • When disclosure is crucial in order to ensure unequivocal identification of the data subject
  • When required by a government authority
  • Disclosure of information about personal identification numbers forms a natural part of normal business operations

 

6.2.1. Geomatic disclaims any responsibility for the unauthorized collection and use of information made through the Customer's systems.

6.2.2. Government authorities may collect information about a personal identification number in order to ensure unequivocal identification or for use as a case number.

6.2.3. Despite the above, personal identification numbers may not be published without express consent from the person concerned.

In addition, Geomatic refers to the Ministry of Social Affairs’ standard terms and conditions applicable at any time for data deliveries from CPR to private sectors.

6.3. Specific for land registration data, it must only be used for the specified purposes in sub-sections 8.5.

 

7. Right of use and erasure

7.1. Common to individual deliveries and license agreements is that the customer must delete data after the agreement expires. However, if the Customer has established a customer relationship, the customer is entitled to continue to process general customer information.

7.2. The following applies to agreements on single deliveries 

7.2.1. For data deliveries, the Customer is entitled to use the data according to the section on disclosure of data in these Standard Terms and Conditions until the expiry of the agreement, after which the obtained public data must be deleted by the Customer.

7.2.2. The Customer is at all times under obligation to keep data updated by ensuring suitable updated or repeated delivery, including, in particular, as regards updates of any protection details or requests for marketing opt-outs.

7.2.3. Business owners are under obligation to remove individuals from the Robinson List, which is used for marketing purposes and updated quarterly. In the case of supply of personal data in the form of a data dump, the Customer may only use the supplied personal data in the current quarter of the year.

7.3. The following applies to licence agreements

7.3.1. The Customer is entitled to use the supplied data within the agreed licence period as specified in the Main Agreement.

7.3.2. When the licence period expires, the Customer must delete the supplied data.

7.4. The following applies for online solutions

7.4.1. As part of the online solutions, the Customer has access to one or more individual user licences via a personal log-in that may not be used by anyone other than the user himself.

7.5. The following applies for test  of Geomatic’s data variables

7.5.1. The Customer may gain access to the Geomatic data variables solely for the purpose of testing for an agreed limited period.

7.5.2. Data generated from testing or combined with the Customer’s own data may not be used for the Customer’s commercial purposes.

7.5.3. At the end of the testing period, all data must be deleted from the Customer’s own system unless this testing period is replaced by a valid contract. Geomatic is entitled to charge a fee for testing which will be offset against any contract that is entered into.

 

8. Disclosure of data

8.1. The following provisions apply to all public data and Geomatics data variables (hereafter called data)

8.1.1. Disclosure or other processing of data must take place according to applicable legislation: data protection legislation (GDPR and the Danish Data Protection Act), the Danish Marketing Practices Act and separate legislation for data and other applicable legislation.

8.1.2. Geomatic and the Customer who receives the public data are independent data controllers which is why Geomatic is entitled to disclose data on a legal basis for disclosure, and the Customer is entitled to process public data for his own purposes on a legal basis for processing.

8.1.3. The Customer is entitled to use data for online services, e.g. via API or the web for lookups, data processing, data enrichment as well as for compiling statistics and analyses, data processing for service of the Customer’s own customers and for market overview, communication and marketing of the Customer’s own products and services.

8.1.4. The Customer is entitled to transfer data to his own data processor to act on behalf of the Customer if this takes place within the framework of the agreement and has been approved in writing by the Parties.

8.1.5. The Customer is not entitled to resell/disclose data for the purposes of Customer’s customer or other third party using the data. The relationship covers all types of further distribution for use by others than the Customer as well as publication on websites. This further applies to cases in which public data have been or will be combined with other personal data.

8.1.6. If the Customer should establish a customer relationship based on contact information obtained from the order between Geomatic and the Customer, such contact information may be disclosed to a third party (the Customer’s own customers).

8.1.7. Publication of statistics and analyses based on the data supplied is not regarded as disclosure or publication if the analyses have been anonymised.

8.2. Special conditions for property data

8.2.1. A Requisitioning Agreement for disclosure of property data (OIS data) must be signed if the disclosure of property data includes the following information: ownership status, ownership share or owner’s address from ESR or energy usage from BBR.

8.3. Special conditions for CVR data

8.3.1. The Customer is under obligation to respect enterprises legally protected against unsolicited advertising, cf. Section 19 of the Danish Act on the Central Business Register.

8.3.2. The Customer is permitted to receive contact details on enterprises that are legally protected against unsolicited advertising that are registered in the Central Business Register if the Customer is clearly informed that the enterprise is protected.

8.4. Special conditions for telephone subcriber information

8.4.1. The Customer is under obligation to respect the fact that physical persons do not wish to receive unsolicited marketing. For this reason, the Customer must filter out physical persons on the Robinson List, cf. Section 10, sub-section 4 of the Danish Marketing Practices Act and Section 13, sub-section 4 of the Danish Data Protection Act.

8.4.2. The Customer is permitted to disclose telephone subcriber information to the Customer’s own customer if agreed with Geomatic.

8.5. Special conditions for land register data

8.5.1. Land register data may only be accessed through single searches and may only be used for the following specific purposes: transfer, insurance, prosecution and other legal matters, mortgaging of property and movable property, credit rating, physical disposal of property and advice related to these purposes, cf. Section 50c, sub-section 8.

8.5.2. Land register data may therefore not be used for the purpose of obtaining new customers.

 

9. Breach of contract

9.1. If either Party should unlawfully use data supplied as part of the order, the Party who is in breach must indemnify the other Party against any claim that may be made against the Party who is in breach and which has arisen due to the unlawful use of the data on the part of the Party who is in breach.

9.2. In the event of the Customer’s unlawful use of the data during the term of the contract that does not comply with the order, Geomatic reserves the right to cancel the terms applicable to the order, cf. applicable legislation. Such failure to deliver all or part of the agreed services cannot be attributed to Geomatic’s breach of contract.

9.3. If legal proceedings should be brought against either Party relating to the other Party’s unlawful use of data, the Party who is not in breach must notify the other in writing and the Party who is in breach must take over the case and its associated costs.

9.4.  If the Customer happens to use the data in error, the Customer has fourteen (14) days in which to correct and/or remedy the error before the order is terminated.

9.5. The Customer bears full responsibility for any claim that is due to the Customer's unauthorised use of Geomatic’s products and services.

9.6. In the event of either Party’s material breach of obligations according to the terms and conditions applicable to the order, the other Party is entitled with immediate effect to cancel the terms of the order.

10. Errors in deliveries

10.1. The Customer may make a claim within fourteen (14) days of the agreed delivery date, after which the Parties are under obligation, by negotiation, to attempt to reach an amicable solution and endeavour to do so in such a way that the agreed services and services are not affected.

10.2. Geomatic only has copies of data from the original registers available, so they may be flawed as data in the original registers may be. Such errors cannot be attributed to Geomatic’s errors or any breach of contract.

10.3. Geomatic recommends that the Customer report any errors in the data supplied to the data controller authority.

 

11. Service level

11.1. Geomatic’s online-solutions is available 24 hours a day all year round.

11.2. Scheduled service windows apply between midnight and 6 am (+01:00 GMT) and are reserved for Geomatic’s maintenance of hardware, software and data that form the basis of the API services provided. The Customer is notified even (7) days in advance via email of system work that goes beyond the time in the scheduled service windows.

11.3. Geomatic can be contacted for support for the supplied services according to the contact details provided below: Monday to Friday 9 am - 4 pm.

E-mail support@geomatic.dk
Phone +45 7020 5046

11.4. On discovery of errors, Geomatic commences troubleshooting as soon as possible within the following time limits:

Priority 1 error (system breakdown etc.) 2 hours
Priority 2 error (critical service error, e.g. general data errors) 8 hours
Priority 3 error (periodic errors, response times etc.) 36 hours

11.5. Geomatic is under obligation to maintain a qualified knowledge of the service and the data that are provided through API as long as an agreement exists between the Parties.

 

12. Confidentiality

12.1. Both Parties and their staff must observe unconditional confidentiality as regards any matter relating to the other Party or a third party of which the Parties and their staff may obtain knowledge and whose secrecy in the nature of things or circumstances in general is required or proscribed by the other Party. Confidentiality continues to apply after the termination of the agreement.

 

13. References

13.1. Geomatic may use the Customer relationship as a reference, directly or through descriptions of the partnership within the framework of the services provided by Geomatic, and with due consideration for business-sensitive information to which Geomatic may become party, cf. Section 23 of the Danish Marketing Practices Act.

13.2. Geomatic must prior to publication of customer business case studies obtain the Customer’s final written approval of content.

 

14. Liability

14.1. Errors related to the completion of the project and caused by Geomatic must be remedied by Geomatic without charge on condition that the Customer has in writing notified Geomatic of the errors within fourteen (14) days of the order being dispatched by Geomatic.

14.2. The Parties are liable under these Standard Terms and Conditions pursuant to the general rules of Danish law, cf. however below.

14.3. Geomatic cannot be held liable for indirect losses incurred by the Customer or the Customer's affiliated companies, distributors, customers or other stakeholders, including loss of profit, loss of production etc.

14.4. Geomatic cannot be held liable for losses incurred as a result of errors or omissions to the supplied data unless such errors or omissions are directly attributable to Geomatic. Compensation is limited to the value equivalent to the fee for the part of the order in which the error has arisen. Compensation may constitute a maximum of EUR 100,000.

14.5. In cases where Geomatic depends on third-party deliverables, Geomatic cannot be held liable for delay if the delay is attributable to third-party circumstances.

 

15. Assignment

15.1. Either Party is entitled to assign his rights and obligations under these Standard Terms and Conditions to a company that is controlled by the Party or to an affiliated company.

15.2. Either Party may assign his rights and obligations to a third party as part of a sale of more than 50% of the Party’s share capital.

15.3. Rights and obligations in addition to those described in point 15.2  cannot be assigned to a third party without the other Party's prior written consent.

 

16. Response to allegations

16.1. The Customer must obtain Geomatic’s written consent if the Customer wishes to publish name, logo or information about the supplied services and products in public media if this may give or gives rise to damage to Geomatic’s reputation and business.

16.2. Geomatic reserves the right to publish and comment on completed order(s) if the Customer uses the order or data derived from the order in a way that according to point 16.1 gives rise to misunderstandings, incorrect conclusions or is otherwise used unethically.

 

17. Force majeure

17.1. The Parties are not under obligation to pay compensation if breach of the terms of the order(s) is due to circumstances outside the Parties’ control, including, but not limited to: lightning strike, flooding, fire, war, pandemic, strike and lockout etc. The Parties must as far as possible contribute to preventing and limiting the negative consequences of a force majeure situation in order to fulfil the Parties’ obligations as regards the order(s).

 

18. Disputes

18.1. The terms of delivery are governed by Danish law, with the exception of rules on international private law contained in Danish law, which may lead to the application of a law other than Danish law.

18.2. The Parties must do their utmost to resolve disputes in on-going cooperation and resolve any disputes amicably.

18.3. In the event that the customer is located in a jurisdiction where judgments handed down by Danish courts cannot be enforced, any dispute, contradiction or claim mentioned in the above section must be resolved exclusively and definitively by arbitration in accordance with the rules of the Danish Institute of Arbitration. The arbitral tribunal shall consist of an arbitrator appointed in accordance with the above rules of arbitration. The language to be used in the arbitration proceedings shall be in English, unless otherwise agreed by the parties. The arbitral tribunal must be in Copenhagen, Denmark, and Danish law must regulate arbitration proceedings. The arbitration proceedings and the decisions must be kept confidential​.

 

19. Notification of amendments

19.1. The Customer will be notified of amendments to these Standard Terms and Conditions as regards amendments, cf. legislative amendments or changes to products and web solutions that may impact on deliveries to the Customer.

 

20. Exceptions

20.1. These General Terms and Conditions for Geomatic Products and Services apply unless an alternative written agreement exists between the Parties, that deviates from this General Terms and Conditions.