These general terms and conditions apply to all agreements for the delivery of software, 3D visualization, and related services from neexo ApS (CVR: 46273125), unless otherwise agreed in writing.
1. Application
These terms apply to all offers, order confirmations, and agreements for the delivery of services from neexo ApS to the customer, unless otherwise agreed in writing between the parties. The customer's purchase conditions do not apply unless explicitly accepted in writing by neexo.
2. Offers and Agreement
Offers from neexo are valid for 30 days from the offer date, unless otherwise stated. An agreement is only binding when neexo has issued a written order confirmation or when neexo commences work following the customer's acceptance. Verbal agreements are only binding if confirmed in writing.
3. Scope of Services
The scope of neexo's services is defined in the specific agreement or order confirmation. neexo provides 3D visualization, interactive manuals, digital twins, product configurators, and related software development, among other services. Changes or additions to the agreed scope must be agreed in writing and may result in changes to price and delivery time.
4. Delivery Time
Delivery times are stated as estimates unless a fixed delivery date is explicitly agreed in writing. neexo endeavors to meet agreed timelines but is not liable for delays caused by the customer's failure to provide data, feedback, or approvals. If neexo anticipates a delay, the customer will be informed as soon as possible.
5. Customer's Obligations
The customer must provide necessary materials in a timely manner, including CAD files, technical specifications, imagery, and other data required for the execution of the task. The customer must also provide timely feedback and approvals according to the agreed timeline. Delays from the customer may result in corresponding postponement of delivery time.
6. Price and Payment
All prices are stated in Danish kroner excluding VAT, unless otherwise indicated. Payment is due according to the payment terms stated on the invoice, typically net 14 days. Late payment incurs interest in accordance with the Danish Interest Act from the due date. neexo reserves the right to charge reminder fees for overdue payments.
7. Changes and Additional Work
If the customer requests changes to the agreed work after the agreement is entered into, this must be communicated in writing. neexo will assess the impact on price and delivery time and submit a supplement for approval before work is carried out. Additional work is invoiced at neexo's current hourly rates based on time spent, unless a fixed price is agreed for the supplement.
8. Approval and Delivery
Deliverables are presented to the customer for approval according to the agreed process. The customer must review and approve or submit specific change requests within 5 business days, unless otherwise agreed. If the customer does not respond within the deadline, the deliverable is considered approved. Final delivery is made in the agreed file formats and via the agreed channel.
9. Intellectual Property Rights
neexo retains all intellectual property rights to the developed material, including source code, 3D models, and designs, until full payment is received. Upon full payment, the right of use is transferred to the customer in accordance with the agreed scope. neexo reserves the right to use the deliverable in its own portfolio and marketing, unless confidentiality has been agreed.
10. Confidentiality
Both parties undertake to treat all information received from the other party as confidential, including technical data, business information, and project details. The confidentiality obligation applies during the collaboration and for two years thereafter. The obligation does not apply to information that is publicly available, already known to the recipient, or must be disclosed pursuant to legislation.
11. Limitation of Liability
neexo's total liability for loss or damage in connection with an agreement cannot exceed the total remuneration paid by the customer for the agreement in question. neexo is not liable for indirect losses, consequential damages, data loss, loss of operations, loss of profit, or loss of goodwill. The limitation of liability does not apply in cases of intent or gross negligence.
12. Force Majeure
Neither party is liable for delay or failure to fulfill obligations due to circumstances beyond the party's reasonable control, including natural disasters, war, strikes, lockouts, pandemics, power outages, internet connection failures, or government actions. The affected party must notify the other party of the force majeure situation as soon as possible.
13. Defects and Complaints
The customer must report defects in writing within 8 business days of delivery. neexo will remedy documented defects within a reasonable time at no additional cost to the customer. Remediation may be by correction or re-delivery at neexo's discretion. The right to complain expires if the customer or a third party has modified the deliverable without neexo's written consent.
14. Termination
Ongoing agreements may be terminated by either party with 3 months' written notice to the end of a month, unless otherwise agreed. Upon the customer's termination of an ongoing project agreement, payment is due for work already performed and documented costs. neexo may terminate an agreement with immediate effect if the customer materially breaches its obligations and has not remedied this within 14 days of written notice.
15. Subcontractors
neexo is entitled to use subcontractors for the fulfillment of the agreement. neexo remains responsible to the customer for the overall scope of delivery.
16. Assignment
The customer may not assign its rights or obligations under the agreement to a third party without neexo's prior written consent. neexo may freely assign its rights and obligations to an affiliated company.
17. Severability
If a provision of these terms is declared invalid or unenforceable by a competent authority, it does not affect the validity of the remaining provisions, which remain in full force and effect.
18. Governing Law and Jurisdiction
These terms are governed by Danish law. Disputes arising from or in connection with these terms or an agreement between the parties shall first be sought resolved amicably. If a resolution cannot be reached within 30 days, the dispute shall be settled by the Court in Vejle.