General Terms & Conditions
re:cinq
1. General
1.1 Applicability
1.1.1 These conditions are applicable to all proposals and/or deliveries made by re:cinq (thereafter re:cinq) and agreements and/or other legal relationships between re:cinq, Customer and/or Contractor, the resulting provisions and related activities regardless of whether or not they are based on a verbal, written and/or electronic agreement, unless otherwise agreed upon in writing.
1.1.2 Purchase conditions or any other conditions used by Customer or Contractor will not be applicable. The applicability of purchase conditions or any other conditions from Customer, Contractor or from third parties on behalf of Customer is therefore expressly rejected by re:cinq, unless explicitly accepted in writing by re:cinq.
1.1.3 Changes in and/or additions to the agreements made between re:cinq and Customer or Contractor are only valid when agreed to by both parties in writing.
1.1.4 The headings above the articles of these conditions are only intended to increase the legibility of this document. The content and meaning of an article placed under a particular heading is, therefore, not limited to the meaning and content of the heading.
1.2 Definitions
1.2.1 In the General Conditions of re:cinq the following words and expressions are used with a capital. Any of the following words and expressions shown in the singular shall have the same meaning when used in the plural and vice-versa.
1.2.2 Customer: Anyone who requests and orders the delivery of Services and/or Products from/or on behalf of re:cinq.
1.2.3 Contractor: Any person and/or company that delivers products and/or services to and/or on behalf of re:cinq.
1.2.4 Error: Error(s) means a malfunction of the Products or Services that disables the operation of the Products or Services in accordance with the functional specifications set down in writing by re:cinq and/or the functional specifications expressly agreed upon in writing. An Error explicitly does not include the lack and/or absence of functionality desired by Customer.
1.2.5 Fixed Price: Activities/delivery performed on the basis of a prior agreed upon price.
1.2.6 re:cinq: re:cinq and its rightful successors or affiliated organisations and partners that will enter into an agreement with Customer and has declared the General Conditions re:cinq applicable.
1.2.7 re:cinq Products and Services: All products and services provided by re:cinq and the resulting provisions and related activities, which do not originate from third parties and whose intellectual property rights, industrial property rights, and other rights are held by re:cinq.
1.2.8 Maintenance: As further described in article 2.3.
1.2.9 Products: All re:cinq Products and/or Third Party Products provided by re:cinq, the resulting provisions and related activities.
1.2.9.1 Services: All re:cinq Services and/or Third Party Services provided by re:cinq, the resulting provisions and related activities.
1.2.10 Source Code: The computer programming code that may be displayed in a form readable and understandable by a programmer of ordinary skill. It includes related Source Code level system documentation, comments and procedural code.
1.2.11 Time and Material: The actual time spent and the costs of the materials used are fully charged.
1.2.13 Third Party General Conditions: Third Party General Conditions are amongst others understood as the delivery conditions, licence conditions, warranty conditions or other conditions maintained by a third party.
1.2.14 Third Party Products: All products and services provided by re:cinq, the resulting provisions and related activities, which originate from third parties and whose intellectual property rights, industrial property rights and other rights are not held by re:cinq.
1.2.15 Workdays: Normal working hours (8.30-17.30) and days (Monday through Friday) with the exception of bank holidays.
1.3 Confirmation/Offers
1.3.1 Verbal agreements, assignments or other expressions of whatever nature by employees of re:cinq are only valid and binding when they have been confirmed in writing by authorised representatives of re:cinq.
1.3.2 All offers made are without engagement, unless the offer explicitly indicates otherwise in writing.
1.4 Agreements
1.4.1 Each party has the right to terminate the agreement wholly or partially without judicial intervention by means of a signed registered letter. This can only be done if the other party is in material breach and, after notifying the breaching party in writing of a failure to fulfil their obligations, the breaching party then fails to meet the aforesaid obligations within a reasonable period of time.
1.4.2 Each party has the right to immediately terminate the agreement wholly or partially without judicial intervention through means of a non-judicial declaration and/or withdraw and/or annul an offer, if the other party submits a legal request for debt restructuring, if bankruptcy or suspension of payment has been filed for the other party, if the other party is in a state of bankruptcy or suspension of payment has been granted or if the other party’s company is liquidated or ended for any reason other than reconstruction or company merger.
1.4.3 After the agreement has ended, for any reason, parties can no longer obtain any of the rights provided by the agreement, leaving unhindered the existence of the obligations of both parties which by their nature continue automatically after the conclusion of their agreement, such as but not limited to, obligations concerning property rights, confidentiality, and non-competition.
1.5 Confidentiality/Non-competition
1.5.1 re:cinq, Customer and/or Contractor mutually commit themselves to the confidentiality of all data and information concerning each other’s organisation, clients, files and Products, of which they become aware while working for each other. Data and information may only be used in order to carry out the agreement between parties, unless agreed upon otherwise in writing.
1.5.3 Customer or Contractor will not enter into any direct or indirect commercial, employment or other such relations with employees from re:cinq during the agreement and for a period of 12 (twelve) months after termination or dissolution of the agreement, without the written consent of re:cinq.
1.6 Liability
1.6.1 Subject to clause 1.6.2, the total liability of either party to the other, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with this agreement shall be limited to €250,000 for any one event or series of connected events.
1.6.2 Nothing in this agreement shall limit or exclude either party's liability for:
- death or personal injury caused by its negligence;
- gross negligence or willful misconduct;
- fraud or fraudulent misrepresentation; or
- any matter in respect of which it would be unlawful to exclude or restrict liability.
1.6.3 Direct damage includes:
- The reasonable costs made in determining the cause and the extent of the damage;
- The reasonable costs incurred in prevention or limitation of damage, to the degree that the party suffering the damage can demonstrate that these costs have led to the limitation of the damage.
1.6.4 Neither party shall be liable for indirect damage, including consequential damage, loss of profit, loss of savings, mutilated and/or lost data, delays, losses, damage through corporate inactivity and/or claims from third parties against the other party.
1.6.5 The breaching party's liability exists solely when the non-breaching party notifies the breaching party of the deficiency in writing, proposing therein a reasonable time period for correction of the deficiency (if possible) and the breaching party then fails to meet the aforesaid obligations. The notification of deficiency ought to be as detailed a description of the deficiency as possible so that the breaching party is able to react adequately.
1.7 Force Majeure
1.7.1 A party is not obligated to fulfil any obligation if such party is prevented from doing so as a result of circumstances, which can be considered beyond its fault, and by law, legal act, or generally accepted practices cannot be held accountable for.
1.7.2 When force majeure is of a temporary nature, the party claiming force majeure has the right to suspend its commitments until force majeure has ceased to exist without being obliged to any form of damage compensation.
1.7.3 re:cinq reserves the right, in the case of force majeure, to collect payment for obligations already fulfilled before force majeure was known.
1.7.4 In the event that force majeure of either party surpasses a 1 (one) month period, either party has the right to terminate the agreement without being obliged to any form of damage compensation regarding such termination.
1.8 Applicable Law and Dispute Mechanism
1.8.1 All agreements made between re:cinq and Customer or Contractor are governed by the laws of Denmark otherwise agreed upon in writing. Parties explicitly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) is not applicable.
1.8.2 Any disagreement between parties because of any agreement will be solved by the Courts of Denmark.
1.8.3 Either party also may, without waiving any remedy under the agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party. (or pending the arbitral tribunal’s determination of the merits of the controversy).
2. re:cinq’s Products and Services
2.1 Product Development
2.1.1 All development work carried out by re:cinq is billed on the basis of Time and Material or if explicitly agreed upon in writing on the basis of Fixed Price.
2.1.2 Parties shall specify in writing what shall be developed and how this shall be done prior to each development phase. Customer agrees that no pre-set development phases will be followed by re:cinq. Development shall be a joint effort of both parties and may be subject to alteration as a result of requirements made by Customer.
2.1.3 re:cinq will carry out the re:cinq Product development activities with due care on the basis of information provided by Customer, for which information Customer ensures the accuracy, completeness and consistency.
2.1.4 re:cinq is authorised, but not obliged, to investigate the correctness, completeness and/or consistency of the data or specifications provided to re:cinq and, in case it is determined that there is inaccuracy, incompleteness or inconsistency, to suspend activities until such time as Customer has remedied the deficiencies, undiminished the obligation of Customer to compensate re:cinq for the reasonable resource costs made and/or to be made.
2.2 User Rights
2.2.1 Customer is granted the non-exclusive right to use the Products and corresponding documentation. In the event the intellectual property rights, industrial property and/or other rights are transferred to Customer as set out in article 5.1.3, Customer shall have the exclusive rights to use the Products.
2.2.2 After all payments have been made re:cinq shall provide Customer with the source codes of the re:cinq Products. Customer is free to copy and make changes and additions to the re:cinq Products. Customer is fully responsible and liable for any changes and/or additions made by Customer and/or made on behalf of Customer by third parties.
2.3 Activities
2.3.1 Any activities, Maintenance, Support and other services will take place without interruption on Workdays and under normal working conditions, unless agreed upon otherwise in writing.
2.3.2 Activities that are performed outside of Workdays are considered as overtime and will be provided against the than applicable rate.
2.3.3 re:cinq is entitled, without the explicit consent of Customer, to make use of third parties when performing activities.
3. Delivery
3.1 Replacement Performance
3.1.1 re:cinq is permitted to deliver alternative Products than those Products ordered by Customer if the performance and operation of such alternative Products is the Products ordered.
3.1.2 If the agreement is closed with the objective of having activities carried out by a particular individual, re:cinq will be entitled to replace this person with another person with the same qualifications.
4. Prices/Payments
4.1 Prices and Payments
4.1.1 All prices exclude VAT. The amounts invoiced to Customer will include applicable VAT. All activities by re:cinq are carried out on the basis of Time and Material unless agreed otherwise in writing.
4.1.2 re:cinq will invoice the amount, appropriately itemised, owed by Customer on a monthly basis to Customer at the end of the month or prior to such month if agreed to. Customer will pay all amounts indebted within 30 (thirty) days of the invoice date unless otherwise stating in any proposals or Work Order Agreements signed by Customer and re:cinq. These payments will not be subject to compensation or deduction other than when permitted by law.
4.1.3 re:cinq will pay Contractors or Suppliers with net 30 days payment terms.
4.1.4 Should Customer fail to fulfil any payment obligation, Customer is in breach without any further notification of breach being required re:cinq the right to suspend all services and obligations to Customer until due payment is made. The Customer's obligation to meet Customer's commitments remains unchanged.
5. Intellectual Property Rights
5.1 Rights of Customer and re:cinq
5.1.1 Except where Third Party Products are concerned, all intellectual property rights, industrial property rights and other rights resulting from all activities carried out by re:cinq, regardless of where and when carried out and regardless of whether it concerns the delivery of an existing Product or a still-to-be-developed Product, reside with re:cinq.
5.1.2 Customer acknowledges that all present and future intellectual property rights, industrial property rights, other rights and the registration and/or application of the foregoing rights and/or similar rights for the whole term thereof and all renewals or extensions thereof, now or at any time in the future worldwide at all times shall be and are hereby assigned or will be transferred to re:cinq.
5.1.3 The intellectual property rights, industrial property rights or other rights of a re:cinq Product, or a part thereof, to the extend that re:cinq has these rights, be transferred to Customer, if re:cinq has these rights, by means of a written deed if agreed to in advance prior to execution of the work.
5.1.4 In any event re:cinq has the right to freely reuse the knowledge, experience, thoughts, solution construction and/or components it has obtained/developed during the project. re:cinq shall have the right to reuse any source codes except in the case where the intellectual property rights, industrial property rights or other rights are transferred to Customer as set out in article 5.1.3.
5.1.5 re:cinq warrants that, in providing any Services, it shall not infringe the intellectual property rights of any third party.
5.2 Indemnification
5.2.1 re:cinq shall protect Customer from any allegation to the effect that the re:cinq Products violate. re:cinq shall pay the damages, expenses, and court costs that Customer is ordered to pay by the final court ruling, provided that Customer:
- notifies re:cinq immediately, but no later than within 10 (ten) days, after Customer becomes aware of the infringement or could have become aware of the infringement, in writing of the existence of the allegation of infringement; and
- gives the case completely over to re:cinq, including all negotiations and arrangements that might lead to a settlement.
In case of any such allegation or possible allegation, re:cinq reserves the right to obtain a licence or sub-license on the re:cinq Product in question or to change or replace the re:cinq Product in such a way that the re:cinq Product will no longer infringe a copyright valid in the European Union. If, at re:cinq’s sole judgement, the foregoing remedies are not a reasonable option, re:cinq has the right to take the delivered re:cinq Product back against reimbursement of payments made for the re:cinq Product in question, minus a reasonable compensation for having made use of the re:cinq Product.
5.2.2 re:cinq shall not indemnify Customer against an action in the event that Customer has made a change in or to the Product.
Contact information
re:cinq ApS
Vråvej 1, 9510 Arden, Denmark, VAT: DK44288958
info@re-cinq.com
Last Updated: 22.06.2026