1. General
1.1 These General Terms and Conditions (“Terms”) apply to all services provided by IP Dots ApS (“IP Dots”), including but not limited to domain management, digital security, infrastructure services, monitoring services, software management, and various consulting services, unless otherwise expressly agreed in writing.
1.2 These Terms form an integral part of any Service Agreement entered into between IP Dots and the Client (“Client”), together with any applicable service agreement (“Service
1.3 In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail.
2. Definitions and Scope
2.1 “Service Agreement” means any written agreement, including an order form, statement of work, quotation, or similar document, under which IP Dots provides Services to the Client.
2.2 IP Dots shall provide Services in accordance with the applicable Service Agreement.
2.3 Where no separate Service Agreement has been entered into, these Terms shall govern the provision of Services on a standalone basis.
2.4 IP Dots may amend the scope of Services only by written agreement.
2.5 IP Dots may discontinue Services upon reasonable notice where a Service is no longer offered.
3. Service Implementation
3.1 IP Dots shall perform Services with reasonable skill, care, and diligence.
3.2 IP Dots will support Client with strategic, administrative, technical and legal guidance as agreed in the Service Agreement.
3.3 IP Dots shall automatically renew all subscription-based services managed by IP Dots, unless otherwise agreed in writing or terminated in accordance with these Terms.
3.4 IP Dots may engage subcontractors without prior consent from the Client. IP Dots remains responsible for performance of the Services.
3.5 IP Dots may replace personnel or technical resources used in service delivery without Client consent.
3.6 The Client shall provide all necessary information and cooperation required for service delivery.
3.7 Orders must be confirmed in writing by the Client prior to execution and invoicing.
3.8 The Client shall appoint authorized contact persons responsible for communications and instructions.
3.9 The Client shall ensure that such persons are authorized to act on its behalf and shall notify IP Dots of any changes without undue delay.
3.10 Any action performed using Client credentials on systems or platforms assigned to the Client shall be deemed binding on the Client.
3.11 The Client is responsible for ensuring that registration data (including domains, certificates, and similar assets) is accurate and kept up to date.
3.12 The Client shall have no entitlement to any asset until IP Dots has confirmed successful registration, issuance, configuration, or implementation.
3.13 Upon termination, IP Dots shall, on a reasonable efforts basis, provide reasonable assistance to the Client in transitioning services and configurations to a third-party provider, subject to agreement on scope and any applicable fees.
4. Term and Renewal
4.1 Services are provided for the term specified in the relevant Service Agreement.
4.2 Unless otherwise agreed, Service Agreements renew automatically for successive twelve (12) month periods.
5. Termination
5.1 Either Party may terminate a Service Agreement by giving ninety (90) days’ written notice prior to the end of the current term.
5.2 Termination does not release either Party from obligations incurred prior to termination, including payment obligations.
6. Fees and Pricing
6.1 Fees are based on the applicable Service Agreement or IP Dots’ standard price list where applicable.
6.2 Prices not included in the standard price list must be agreed in writing.
6.3 IP Dots may adjust pricing where a Service exceeds the agreed scope, subject to prior notice to the Client.
6.4 All prices are exclusive of VAT and applicable taxes.
7. Invoicing and Payment
7.1 IP Dots may invoice upon order initiation unless otherwise agreed.
7.2 Payment is due within twenty (20) days of invoice date unless otherwise agreed in writing.
7.3 Non-payment within the agreed payment period shall result in up to three (3) reminders, each subject to an additional fee of DKK 100,00 per reminder.
7.4 IP Dots will by default send invoices via email. Email invoicing carries no service charge. IP Dots reserves the right to charge a service fee of DKK 50.00 for sending invoices by postal mail.
8. Late Payment
8.1 If Client fails to pay any invoice by its due date, IP Dots is entitled to charge interest on late payment in accordance with the Danish Interest Act (Renteloven), corresponding to Danmarks Nationalbank’s official lending rate plus eight (8) percentage points per annum from the due date until payment to cover overdue invoices has been received.
8.2 IP Dots may engage debt collection services where payment is not received within thirty (30) days after due date. All associated costs shall be borne by the Client.
8.3 IP Dots shall be entitled to suspend and/or restrict the provision of new or additional Services, including but not limited to the acceptance of new orders or expansions of existing Services, in the event of a material breach by the Client, including non-payment of due invoices.
8.4 IP Dots may further suspend ongoing Services, including but not limited to DNS management, domain-related services, and other subscription-based Services, where the Client has failed to remedy the breach, including non-payment of due invoices, within two (2) months following written notice from IP Dots.
9. Confidentiality and Loyalty
9.1 Each Party shall keep confidential all information received from the other Party or arising in connection with the Services.
9.2 Each Party shall ensure that their employees, agents, and subcontractors do not disclose any confidential information.
9.3 Confidentiality obligations do not apply to information that is publicly available or lawfully obtained from a third party.
9.4 Confidentiality survives termination of any Service Agreement.
10. Breach and Remedies
10.1 In the event of breach, the non-breaching Party shall notify the breaching Party in writing and request rectification within fourteen (14) calendar days.
10.2 If the breach is not remedied within the specified period (orwithout undue delay where no period is set), the non-breaching Party may terminate the relevant Service Agreement.
11. Liability
11.1. IP Dots provides services related to digital infrastructure and cybersecurity. The Client acknowledges that no system or service can guarantee absolute security or uninterrupted operation.
11.2 To the extent permitted by applicable law, IP Dots’ liability for damages shall be limited to the amount covered by its liability insurance.
11.3 IP Dots is not liable for third-party services, technologies, products, systems, acts of omissions that are directly or indirectly related to such third parties.
11.4 IP Dots shall not be liable for security incidents, unauthorized access, or data breaches except to the extent directly caused by IP Dots’ gross negligence or willful misconduct.
11.5 In no event shall IP Dots be liable for indirect, incidental, special, or consequential damages, including without limitation loss of profits, loss of revenue, or loss arising from lost customers or orders.
11.6 Liability related to third-party services shall be further limited in accordance with the relevant Service Agreement.
11.7 In addition, IP Dots shall not be liable for any loss or damage arising from the Client’s incorrect or incomplete instructions or failure to act.
12. Force Majeure and Other Obstacles
12.1 Neither Party shall be liable for any failure or delay in performance of its obligations under any Service Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to fire, natural disaster, war, terrorism, labour disputes, epidemics, governmental actions, or similar events (“Force Majeure”).
12.2 Force Majeure shall also include failures or disruptions affecting third-party providers, including infrastructure, hosting, DNS, security, or cloud service providers, where such failure prevents or materially impairs the performance of the Services.
12.3 The affected Party shall be relieved from liability and performance obligations for as long as the Force Majeure event continues. Payment obligations for Services already performed shall not be affected.
12.4 The affected Party shall notify the other Party without undue delay upon becoming aware of a Force Majeure event.
12.5 IP Dots shall be entitled to suspend performance of the Services for the duration of any Force Majeure event.
12.6 If a Force Majeure event continues for more than two (2) months, either Party may terminate the affected Service Agreement with immediate effect.
12.7 This is without prejudice to IP Dots’ right to charge interest and pursue collection of outstanding amounts in accordance with applicable law.
13. Notices
13.1 Notices must be in writing and sent by email, courier, or registered mail.
13.2 Notices are deemed received upon successful transmission by email (no bounce-back) or confirmed delivery for physical methods.
13.3 Each Party shall keep its contact details updated.
13.4 Only authorized representatives may issue valid notices.
13.5 The Client is responsible for ensuring IP Dots receives relevant communications.
14. Assignment and Receivables
14.1 IP Dots may assign or transfer its right to receive payment under any Service Agreement, including for financing or factoring purposes.
14.2 Service Agreements may not otherwise be transferred without prior written consent of the other Party.
15. Governing Law and Disputes
15.1 These Terms and any Service Agreement shall be governed by Danish law.
15.2 Any dispute shall first be attempted resolved amicably.
15.3 Failing amicable resolution, disputes shall be settled by the City Court of Copenhagen (Københavns Byret).
