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INTERNATIONAL STANDARD TERMS AND CONDITIONS

All Service and Service of Pre-Vision ApS (“Pre-Vision”) are delivered to the buyer (“Buyer”) only on the terms and conditions stated in this document (“Terms”). Pre-Vision’s performance of any service is expressly conditioned on Buyer’s agreement to these Terms.
Buyer’s login to the Pre-Vision web side shall be deemed Buyer’s offer to purchase the Service and Buyer’s acceptance of these Terms in their entirety and without alteration or supplementation.
These Terms may not be altered, supplemented, or amended by the use of any other document(s), and Pre-Vision has not authorized any employee or agent to offer any terms, conditions, or any other rights whatsoever except as provided herein. Any additional or different terms and conditions contained in any oral communication or purchase order or other document of Buyer will be null and void, unless they are in writing and duly executed by Pre-Vision.


  1. Service and Prices. The Service for Pre-Vision Calculation models, which includes a Service, user documentation, and other necessary accessories to operate such Service (collectively, the “Service”) or any other related Service of Pre-Vision as set forth at Buyer’s sign-in (together with the Service, the “Service”) are firm for the period, and expire on the date as determined by Pre-Vison in accordance with the sign in. All typographical or clerical errors are subject to correction, and all credit and finance terms and any other terms or descriptions set forth in the Service are subject to review by and approval of Pre-Vision management. Buyer’s order will become a firm order upon Pre-Vision’s receipt and acceptance of the purchase order that references the Service and the down-payment required by the Service. Pre-Vision’s acceptance of Buyer’s purchase orders, contracts, and down payment(s) and Pre-Vision’s performance thereunder are expressly conditioned upon such approval and Buyer’s compliance with all applicable statutes, codes, and regulations affecting the Service. Unless expressly indicated otherwise on the Service, the price does not include, and Buyer shall be responsible for, (1) any and all taxes incurred on the use of the Service (including without limitation all taxes based on gross receipts, e.g., sales, use, excise, value-added, stamp, transaction, or similar taxes); (2) all costs incurred for approvals or permits required for a SaaS, and use of the Service at the installation site.
  2. Payment Terms and Security Interest. The price for the Service, the payment schedule, and the payment terms therefore are set forth in the Service. Pre-Vision charge a one-off sign on fee and a monthly user fee covering Service access and maintenance cost. The termination period is three months to the end of amonth. Pre-Vision may without any pre-notice cancel or delay delivery of any Service in the event of an arrearage in Buyer’s account. Pre-Vision may at any time change the construction, design, or configuration of any Service without notice to Buyer as long as the general function of the Service is not thereby negatively altered. If, prior to delivery, the general function of a Service will be altered by a change in the construction, design, or configuration, then Pre-Vision shall notify Buyer and Buyer shall have the option to terminate the purchase order for that portion relating to the altered Service and recover any and all payments directly allocable to that Service previously made to Pre-Vision.
  3. Preparation and Installation. All down payments and progress payments must be made by Buyer as required by the Service before access to the Service will commence.
  4. Software License. (a) License Grant. Pre-Vision will grant to Buyer a nonexclusive and non-transferable license to the Service (the “Service”) as defined or referenced herein, commencing upon Buyer’s acceptance of the Service and for so long as Buyer may use the Service (the “License”). Buyer agrees to pay Pre-Vision a one-time license fee, a monthly fee according to the price model relevant at the time of Buyer’s sign-on to the Service. (b) Use Restrictions. (i) The Service License granted to Buyer will not include any right to use the SaaS for purposes other than operation of the Service nor does it grant the right to copy, sell, assign, transfer, sublicense or prepare derivative works from the SaaS for any purpose without the prior written consent of Pre-Vision. (ii) The rights granted to Buyer shall not affect the exclusive ownership by Pre-Vision of the Service or of any trademarks, copyrights, patents, trade secrets, proprietary rights, or other property rights of Pre-Vision or any of Pre-Vision’s third-party vendors pertaining to the Service. (iii) Buyer agrees that only authorized officers, employees, and agents of Buyer will use the Service or have access to the same and that none of Buyer’s officers, employees, or agents will disclose any part or all of the Service to any person not so authorized by Buyer. Buyer acknowledges that certain of Pre-Vision’s rights may be derived from license agreements with third parties and as such Buyer agrees to preserve the confidentiality of information disclosed to Pre-Vision under such third-party license agreements. If Buyer modifies the Service in any manner, all warranties associated with the Service shall become null and void. Buyer shall cause each authorized user of the Service or the Service to abide by the terms and conditions of this License Agreement as if each were a party hereof. Buyer agrees not to decompile or reverse engineer the Service and acknowledges that any attempt to do so is a material breach of this License. (v) This License is conditioned upon Buyer maintaining the configuration of the Service as it was originally designed and manufactured and using only those subService and components certified by Pre-Vision in connection with the Service. The Service may not perform as intended on Service modified by personnel other than those under the direct supervision of Pre-Vision or on Service which include sub-service or components not certified by Pre-Vision. Pre-Vision does not assume any responsibility or liability with respect to unauthorized modification or substitution of subService or components. d) Agreement to License/ Term. Buyer’s submission of a purchase order for a Service constitutes an agreement to license the Service. This License does not supersede or replace any terms and conditions of the Service, or any written warranties or service contracts applicable to the Service. This License is deemed accepted by Buyer and is in effect for as long as Buyer continues to use the Service, except that Pre-Vision may terminate this License in the event of any default by Buyer. Buyer agrees to return the Service and any copies thereof to Pre-Vision immediately upon expiration or termination of this License.
  5. Service Limited Warranty. (a) Limited Service Warranty. Pre-Vision warrants that the Service will be free from defects in material and workmanship and that the Service will meet the performance specifications contained in Service Operation Manuals published by Pre-Vision. This limited warranty is subject to the following conditions: (a) the Service (i) is to be installed/used in accordance with all Pre-Vision installation instructions; (ii) is to be operated only by personnel assigned to the Service as a paying user with a password; (iii) is to be operated according to all operation instructions provided with the Service; (b) Buyer is to notify Pre-Vision within a reasonable time (not to exceed 30 days) in the event the Service at any time fails to meet performance specifications set forth. (b) Service Updates. The Service provided with the Service will be the latest commercially distributed version of the standard Service that is available as of the date of the Service. Updates to standard Service for the Service which do not require additional hardware or hardware modifications will be performed as a part of normal warranty service during the term described in Section above. All Service upgrades designated by Pre-Vision or other published materials as optional Service are available to Buyer on terms and conditions to be quoted by Pre-Vision. (g) Remedies. If Pre-Vision determines that the Service does not meet the technical and performance specifications, it may, in its sole discretion, either replace the Service or repair any defects reported during the warranty period. In the event Pre-Vision elects to replace components, Pre-Vision shall have the option of furnishing either new or remanufactured or refurbished parts or assemblies.
  6. Disclaimer. PRE-VISION NEITHER ASSUMES (NOR HAS AUTHORIZED ANY PERSON TO ASSUME FOR IT) ANY WARRANTY IN CONNECTION WITH THE SERVICE. BUYER’S SOLE REMEDIES FOR BREACH OF SUCH LIMITED WARRANTIES ARE SET FORTH IN THIS SECTION 9, AND SUCH REMEDIES ARE SUBJECT TO THE TERMS AND LIMITATIONS OF SECTION 10, BELOW.
  7. Damages and Liability. PRE-VISION’S TOTAL LIABILITY IN DAMAGES OR OTHERWISE FOR ANY CLAIM ARISING FROM OR IN CONNECTION WITH THE SERVICE OR ANY SERVICE OR SERVICE PROVIDED BY PRE-VISION IN CONNECTION THEREWITH SHALL NOT EXCEED THE PAYMENT, IF ANY, RECEIVED BY PRE-VISION FOR THE SERVICE OR ANY OTHER SERVICE OR SERVICE. IN NO EVENT SHALL PRE-VISION BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, LOST REVENUES, LOST PROFITS, DAMAGE TO ASSOCIATED EQUIPMENT OR FACILITIES, COSTS OF REPLACEMENT POWER, COSTS ASSOCIATED WITH DOWNTIME, AND ANY SIMILAR DAMAGES, EXPENSES, OR LOSSES, AND REGARDLESS OF HOWEVER CAUSED, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
  8. Limitation of Claims. No claims, regardless of form, arising out of or in connection with the Service or any other Service provided by Pre-Vision may be brought against Pre-Vision more than one year after the date on which the cause of action accrued or the date on which Pre-Vision’s performance with respect to such Service or other Service was completed or terminated, whichever is earlier.
  9. Confidentiality. All designs, specifications, performance criteria, test results, Service data sheets, Service diagnostic and other documentation and information delivered by Pre-Vision in connection with the Service shall remain the property of Pre-Vision. Copyright and other intellectual property rights in all such materials shall remain in Pre-Vision at all times. Except for such materials and information as may be found in the public domain, Buyer shall hold all other information and materials provided by Pre-Vision (“Confidential Information”) in the strictest confidence and protect it from disclosure to or use by third parties through measures, and exercising a degree of care, that are at least as protective as those Buyer exercises in safeguarding the confidentiality of its own proprietary information and that constitute not less than a reasonable degree of care under the circumstances. Confidential Information may only be disclosed to Buyer’s employees and agents who require access in the performance of their duties for Buyer and who are subject to written confidentiality obligations to Buyer that are not less restrictive than those set forth herein. Other than as provided in the preceding sentence, Buyer shall not disclose Confidential Information to any third parties without the prior written authorization of Pre-Vision. Buyer recognizes and agrees that there is no adequate remedy at law for a breach of this Section 13, that such a breach would irreparably harm Pre-Vision, and that Pre-Vision is entitled to equitable relief (including without limitation injunctive relief) with respect to any such breach or potential breach in addition to any other remedies.
  10. Miscellaneous. (a) Performance. Pre-Vision shall not be liable for any delay in delivery or other default in performance that is due to unforeseen circumstances, or to causes beyond its reasonable control and without the fault or negligence of Pre-Vision. (b) Default. Buyer’s failure to either make any payment when due or comply with any other material term or condition of these Terms shall constitute default. If Buyer has not cured the default within 30 days after Pre-Vision gives written notice of such default, Pre-Vision may, in addition to any other rights and remedies provided herein or under law, terminate the agreement between itself and Buyer and terminate its obligations to perform thereunder by giving Buyer written notice to take effect upon receipt. In such event, and in addition to any other damages provided herein or allowed under applicable law, Pre-Vision shall recover all costs, expenses, and attorney fees incurred in connection with such default and termination. (c) Choice of Law, Jurisdiction, and Venue. Except as otherwise specifically provided herein, any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Copenhagen Court of International Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause and according to Danish Law. (d) Assignment. Buyer may not assign any of its rights or delegate any of its duties hereunder without the prior written consent of Pre-Vision, such consent not to be unreasonably withheld. (e) Waiver. The failure of Buyer or Pre-Vision at any time to require the performance of any obligation will not affect the right to require such performance at any time thereafter. The waiver of any remedy with respect to any default will not be taken as a waiver of any remedy for any succeeding default. Unless otherwise provided herein, no limitation or restriction on the remedies available to either party is intended by these Terms. (f) Entire Agreement. These Terms together with the Service for the Service and any related documents expressly agreed to in writing by the parties contain the complete and exclusive statement of the terms of agreement of the parties with respect to the subject matter hereof and supersede all prior understandings, representations, and warranties, written or oral. Buyer’s obligations hereunder are independent of any other obligations Buyer may have under any other contract or account with Pre-Vision, and Buyer may not set off any payments or obligations due it under any such other contract or account with Pre-Vision against any payments due hereunder.