General terms and conditions for Geomatic products and services

Copenhagen, November 7 2019

Content

1. General information

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 Client (jointly referred to as ‘the Parties’) unless otherwise agreed between the Parties.

 

2. The term of the agreement

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 Client has not made a claim within fourteen (14) days.

 

3. Prices and invoicing

3.1. The Client 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 Client.

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 Client are not deleted when the agreement terminates or expires.

3.8. If the Client 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 Client’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 Client. Geomatic must notify the Client and state the reason for the price change so that the Client is given the option of terminating the agreement.

4. Delays and product changes

4.1. If the order depends on the Client’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 Client’s circumstances, the Client’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 Client’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 Client, 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 Client 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 client.

5.2. Geomatic and the Client 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. Other terms and conditions for data processing and CPR cleaning

5.3.1. Cancellation

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

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

If the file for CPR cleaning is not provided at the agreed time to ensure that it can be sent on time and as planned for cleaning, 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 cleaning is blocked to other clients which means that Geomatic will have turned away other clients who may have required data cleaning 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 cleaning 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 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

 

Geomatic disclaims all liability for the Client’s use of information obtained from CPR.

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

6.2.2. Irrespective of the above, personal identification numbers may not be published without express consent from the person concerned.

6.2.3. In addition, Geomatic refers to the standard terms and conditions for data transfers from CPR to private individuals issued by the Danish Ministry of Social Affairs.

6.3. Land register data and historical teledata may only be used for the purposes specified in sub-sections 8.5 and 8.6.

 

7. Right of use and erasure

7.1. Data dump

7.1.1. For delivery of public data, the Client is entitled to use the data according to the section on disclosure of public data in these Standard Terms and Conditions until the expiry of the agreement after which the obtained public data must be deleted by the Client. This does not apply to cases in which the Client has established a customer relationship based on the contact details supplied.

7.1.2. The Client 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.

7.1.3. 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 teledata in the form of a data dump, the Client should therefore only use the supplied teledata in the current quarter.

7.2. Licences

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

7.2.2. When the licence period expires, the Client must delete the supplied data unless the Client on the basis of the supplied data has established a customer relationship.

7.3. Online solutions

7.3.1. As part of the online solutions, the Client has access to one or more individual user licences.  The Client is entitled to access using a personal login.

7.4. Terms and conditions for testing Geomatic’s data lake

7.4.1. The Client may gain access to the Geomatic data lake solely for the purpose of testing for a maximum of four (4) weeks that may be extended, if required, and if this has been agreed between the Parties.

7.4.2. No data from Geomatic’s data lack that are generated from access to testing or combined with the Client ’s own data may be used for the Client’s production services.

7.4.3. At the end of the testing period, all data must be deleted from the Client’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 public data

8.1. The following provisions apply to all public data.

8.1.1. Disclosure or other processing of public 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 public data and other applicable legislation.

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

8.1.3. The Client is entitled to use public 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 Client’s own customers and for market overview, communication and marketing of the Client’s own products and services.

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

8.1.5. The Client is not entitled to resell/disclose public data for the purposes of Client’s customer or other third party using the data. The relationship covers all types of further distribution for use by others than the Client 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 Client should establish a customer relationship based on contact information obtained from the order between Geomatic and the Client, such contact information may be disclosed to a third party (the Client’s own customers).

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

8.2. Special rules 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 Client 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 Client 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 Client is clearly informed that the enterprise is protected.

8.4. Special conditions for teledata

8.4.1. The Client is under obligation to respect the fact that physical persons do not wish to receive unsolicited marketing. For this reason, the Client 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 Client is permitted to disclose teledata to the Client’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.

8.6. Historical teledata

8.6.1. The Client may only access historical teledata via single look-ups and may use historical teledata in risk assessments of his own potential customers in connection with the taking out of credit loans or these may be included in other assessments of a significant financial nature, where historical teledata serve a recognised and legitimate purpose.

 

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

9.5. The Client bears full responsibility for any claim that is due to the Client’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 Client 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 Client report any errors in the data supplied to the data controller authority.

 

11. API services

11.1. Geomatic’s API 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 Client 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 client 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 Client’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 Client 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 Client or the Client'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 Client must obtain Geomatic’s written consent if the Client 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 Client 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, 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. If a dispute cannot be resolved amicably, the Parties may agree to seek the dispute resolved by mediation at the Danish Institute of Arbitration in accordance with the rules adopted by the Danish Institute of Arbitration, which apply when a request for mediation is submitted. The Danish Institute of Arbitration must sit in Copenhagen, and the arbitration case must be heard in Danish. The arbitration case and decisions pronounced by the arbitration court must remain confidential.

18.4. If the Parties cannot agree to have the dispute settled by arbitration, the dispute must be brought before the Copenhagen District Court as venue.

 

19. Notification of amendments

19.1. The Client 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 Client.

 

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.