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Sales and Delivery Terms and Conditions

These Sales and Delivery Terms and Conditions are applicable between Navtilus Software P/S (referred to as “Navtilus”) and the Customer, unless otherwise explicitly agreement have been made between both parties.

1. Offers

Offers made by Navtilus are binding for 14 days from the date of the offer unless otherwise stated. If the offer is not accepted within this timeframe, it will expire. Navtilus reserves the right to rely on the accuracy of information provided by the Customer that is critical to the offer.

If an offer is presented as an estimate or approximation, it reflects Navtilus’ preliminary assessment of the scope of the task and is non-binding.

The scope of tasks may be assessed at three levels:
a) Approximation/Estimate: Based on limited information where the full scope is unclear, significant deviations may occur. The Customer is charged based on actual usage.
b) Estimate: Based on initial details regarding the proposed solution. This is expected to be closer to actual usage than an approximation and is typically provided as a range indicating the scope and uncertainty. The Customer is charged based on actual usage.
c) Fixed Price: Based on specific solution descriptions. Any additional tasks are billed separately unless otherwise agreed.

2. Fees and Payment Terms

All prices are quoted in Danish kroner (DKK) and exclude VAT. Prices in an offer are contingent upon acceptance of the entire proposal. Prices exclude travel time and expenses unless otherwise stated.

Consulting services are billed at Navtilus’ current hourly rate unless otherwise agreed in writing. The Customer is billed for all consulting activities, including pre-analysis, estimation, proposals, design, development, review, testing, versioning, support, coordination, and administrative tasks related to the Customer’s projects.

Working Hours:
Standard working hours are Monday to Thursday, 8:00 AM – 4:00 PM, and Friday, 8:00 AM – 2:00 PM. Work outside these hours is subject to a 50% surcharge unless otherwise agreed in writing.

If work is requested on short notice (less than three business days) or requires reprioritizing other clients, Navtilus may charge an emergency fee equivalent to two hours of work plus overtime surcharges, with prior verbal or written notice.

For tasks requiring on-site presence at the Customer’s location or other locations outside Navtilus’ offices, travel time is billed based on actual time spent at Navtilus’ hourly rate or as agreed. Additional expenses for flights, taxis, ferries, etc., are billed at actual cost.

Telephone support and consulting assistance are billed in increments of 15 minutes per task. Billing occurs monthly, per completed task, or via prepaid service packs.

Invoices are due 14 days from the invoice date. Late payments incur a reminder fee of DKK 100 per reminder and interest of 7% per annum plus the National Bank of Denmark’s lending rate per Section 5(1) of the Interest Act. Unpaid reminders will be referred to legal debt collection through our attorney.

For significant outlays made on the Customer’s behalf, such as hardware, software, or hosting procurement, Navtilus reserves the right to either:
a) Charge a financing fee of 5% of the amount, or
b) Require prepayment for such purchases.

3. Annual Price Adjustment

Hourly consulting rates are adjusted annually on January 1st based on the consumer price index published by Statistics Denmark, with a minimum annual adjustment of 3%. Updates for third-party subscription products may also be subject to annual price changes.

4. Delivery and Delays

Delivery times are estimates and not guaranteed. Navtilus is not liable for delays. A delay does not entitle the Customer to cancel the order unless the delay is significant, caused by gross negligence by Navtilus, or if timely delivery was explicitly stipulated as critical at the time of agreement.

5. Deliverables

The scope of deliverables and task responsibilities for both Navtilus and the Customer must be clarified in advance. Unless otherwise agreed:

  • Navtilus’ responsibilities include: Analysis, estimation, design, development, review, module testing, and coordination. For larger projects, this also includes test planning, strategy, and system/integration testing.
  • Customer’s responsibilities include: User and functional testing within the customer environment and any necessary validation.

6. Ownership

The Customer agrees to comply with the licensing terms and conditions associated with Microsoft Dynamics NAV, including provisions regarding copyright and liability limitations.

Copyright for Microsoft Dynamics NAV belongs to the manufacturer. Customizations provided by Navtilus remain Navtilus’ intellectual property. The Customer is granted usage rights to both Microsoft Dynamics NAV and the customizations, which cease if payments to Navtilus are not fulfilled.

7. Order Cancellation by the Customer

Cancellation is only permitted with Navtilus’ written consent and may involve financial compensation.

8. Complaints

A service is deemed accepted unless Navtilus receives a written complaint within 14 days of its delivery for testing or live deployment. Navtilus will address reported issues promptly and within a reasonable timeframe, provided:

  • The issue is reported immediately and no later than 14 days after installation.
  • The issue pertains to code developed by Navtilus.
  • The issue can be reproduced.

During issue resolution, temporary IT disruptions may occur despite Navtilus’ efforts to minimize them. Non-fixed-price services are billed based on actual usage.

9. Rights

The Customer may request the return of materials provided to Navtilus upon task completion or contract termination. Navtilus reserves the right to retain knowledge and information for internal product development.

Navtilus can use the customers’ name and logo as a reference for marketing purposes. Details outside name and logo require direct approval from the customer.

The Customer agrees not to solicit or negotiate employment with Navtilus employees.

10. Subcontractors

Navtilus reserves the right to delegate work to subcontractors or use third-party products. Navtilus is not liable for errors in third-party products; such claims must be directed to the manufacturer.

11. Confidentiality

Both parties agree to treat all materials and information from the other party as confidential during and after the contract period.

12. Changes to Terms

Navtilus may amend these terms, including prices, with one month’s notice via letter or email. Annual price adjustments (per Section 3) are exempt from this notice requirement.

13. Dispute Resolution

Disputes are subject to binding arbitration in accordance with the Danish Arbitration Institute’s rules.