General Terms and Conditions (GTC) of the Video Guard Denmark ApS
|A. Scope of Application |
1. All services and offers made by Video Guard Denmark ApS, International Security GmbH, (hereinafter jointly referred to as the “Video Guard Denmark ApS” or “VGD“) are exclusively subject to these General Terms and Conditions (hereinafter referred to as “GTC“). These are an integral part of all contracts that VGD concludes with its contractual partners (hereinafter: “Customer“) regarding the services offered by VGD. They shall also apply to future services or offers to the customer, even if they are not agreed separately again.
2. Conflicting or deviating terms and conditions shall not apply unless VGD has expressly agreed to their validity. These General Terms and Conditions shall also apply if VGD, being aware of conflicting or deviating terms and conditions, unconditionally renders the services owed by VGD.
3. Services rendered by VGD, fees rendered by the customer for these services as well as any contractual ancillary obligations of the contracting parties are specified in the service contract, in particular in the list of services.
4. VGD is entitled for the provision of services in whole or in part, to use the services of other companies who hold the respective business license, e.g. in accordance with Danish Trading Code.
B. Contract Content
1. Pre-contractual information, in particular offers, descriptions, cost estimates, are subject to change without notice unless expressly agreed otherwise. Information, specifications in brochures, leaflets and application notes are for informational purposes only. Unless otherwise agreed, they shall not become part of the contract.
2. Contractual amendments and verbal side agreements are only effective with written confirmation.
3. VGD reserves the right to make technical adjustments and changes in the selection and functioning of its monitoring devices, means of communication and communication channels, insofar as these are reasonable for the customer.
4. VGD is also entitled to provide partial services that can be used independently by the customer.
C. General services of personnel security services
1. These services are performed by uniformed security personnel equipped with the agreed technical aids
2. Area patrols are carried out at irregular time intervals within each tour, as far as no contrary agreements exist.
1. In individual cases, the written service/alarm instructions alone are decisive in respect of security services provided. The customer service/alarm instructions contain the more detailed provisions with respect to tours, inspections and other services. Changes and additions to the service/alarm instructions require an agreement in text form. Insofar as unforeseeable emergencies require it, planned inspections, tours and other services may be dispensed with in individual cases.
2. If the customer does not comply with his obligation to cooperate in the preparation of the service/alarm instructions before the start of the personnel service, VGD will provide the service in a manner it deems appropriate. The customer may not derive any rights from any damages arising from this. This shall also apply if the service contents change too such an extent that they are no longer covered by the usual business liability insurance in the security industry. For damages that occur up to the time of a signed instruction, it is assumed that the client is responsible for cause of damage. The client is granted the right to prove to the contrary.
E. Keys, Signage and Emergency Addresses
1. Relevant keys required for the service must be provided by the customer, free of charge.
2. VGD is liable for loss of keys and for damage to keys caused intentionally or negligently by service personnel within the scope of the Lit. I of these GTC.
3. The customer guarantees they will not hand over any general or master keys to VGD unless this is absolutely necessary for the fulfilment of services. VGD is therefore only liable for the damage that would have been caused by the loss of keys necessary for rendering services.
4. VGD is entitled to attach advertising to building fences, vehicles or surveillance technology for its own purpose. The customer is obliged to tolerate this, as far as the contractual use of the rental equipment is not affected.
5. The Customer shall provide VGD with the addresses which may also be notified by telephone at night in the event of a risk to the Object. The VGD must be informed immediately of any changes of address. In those cases in which VGD has to carry out alarm tracking via connected alarm systems, the customer determine the order of notification.
1. Complaints of any kind or other irregularities relating to the rendering of services must be reported to VGD immediately in text form for the purpose of remedy. In the event of late notification, rights arising from such complaints cannot be asserted.
2. If the breaches are substantial and endanger the purpose of the contract, the customer may terminate the contractual relationship without notice, if he immediately notifies VGD in writing and does not take remedial action within a reasonable period – at the latest within seven working days.
3. The customer must notify VGD of any changes in the security situation and coordinate these with us. If the customer fails to make such a notification or to agree, he loses all liability claims.
G. Remuneration Fees
1. The amount of fees payable by the customer for services rendered by VGD are agreed in the service contract.
2. The prices quoted by VGD are exclusive of statutory value added tax, even if this has not been expressly stated.
3. In the event of a change to or the new introduction of statutory taxes, levies, insurance premiums, vehicle operating costs, freight costs, wage costs and ancillary wage costs, in particular as a result of the conclusion of new wage, master or other collective agreements, which lead to an increase in the costs of agreed services, VGD shall be entitled to change the remuneration fee by the amount wage costs, ancillary wage costs and other aforementioned costs, plus the statutory taxes and levies applicable at the time have changed. The price increase shall indicate which costs have risen and to what extent and what significance this cost increases has for the cost calculation. Cost increases for individual cost components can only be passed on to the extent that they are not offset by price reductions for other cost components. The price increase shall come into force at the beginning of the month if it has been notified to the customer by the third working day of the preceding month, with disclosure of the cost calculation and proof of the changed cost items.
4. If one of the parties demands a price adjustment, the other party shall have a special right of termination with a period of notice of two weeks to the end of the month if the price increase or price reduction exceeds or falls short of 10% of the previously agreed price.
1. Unless otherwise agreed, payment is due immediately after invoicing.
2. In the event of default of payment by the customer, interest shall be charged in accordance with Danish Civil Code subject to the assertion of further damages.
3. If the customer is in arrears with a payment in whole or in part for more than five working days, if he allows checks or bills of exchange to be protested or if VGD becomes aware of circumstances which are likely to reduce the creditworthiness of the Customer, VGD may, without prejudice to other rights, declare all claims immediately due and payable. VGD is also entitled to withhold all deliveries and services from not yet or not completely fulfilled contracts.
4. Payments with debt discharging effect can only be made to VGD itself.
Checks, bills of exchange and other securities shall only be accepted if honored. Discounts and exchange charges shall be borne by the customer and are due immediately.
|6. In the case of partial services, VGD shall be entitled to demand corresponding partial payments. |
7. If the customer withdraws from the contract (cancellation) without VGD having given him a reason to do so, or if the customer declares withdrawal from or cancellation of the contract for reasons for which he is responsible, he must reimburse costs already incurred and lost profit at a lump sum of 15% of the agreed remuneration. The customer reserves the right to prove that costs and profits have not been incurred or not incurred to this extent. Thereafter, only the proven amount shall be invoiced.
8. The customer shall only be entitled to off-set payment if the counterclaim is undisputed or has been legally established.
I. General Liability
1. VGD shall only be liable for breach of contractual and non-contractual obligations, in particular for impossibility, delay, pre-contractual faults and unlawful actions – also for its legal representatives, legal agents or assistants – in cases of intent and gross negligence, limited to the typical contractual damage foreseeable at the time the contract was concluded.
2. These limitations shall not apply in the event of culpable violation of essential contractual obligations, insofar as the achievement of the purpose of the contract is endangered, in cases of mandatory liability under the Product Liability Act, in the event of damage to life, limb and health, and even if and insofar as VGD fraudulently concealed defects or guaranteed their absence. The rules governing the burden of proof shall remain unaffected thereby.
3. The customer is obliged to notify VGD in writing of any personal injury or damage to property which, in the opinion of the customer, VGD is responsible for, otherwise the claims for damages shall be forfeited immediately and at the latest within a period of three working days after the occurrence of damage (possibility of knowledge of damage). Claims for damages shall be asserted by the customer in court within three months after the occurrence of damage or of becoming aware of damages, otherwise claims for damages shall be lost.
4. VGD has taken out liability insurance. The insurance contract is based on the General Liability Insurance Conditions and the conditions for the liability insurance of security companies without restrictions. Excluded from the insurance cover are, in particular, damages which are not connected with the actual security service, such as the obligation to sprinkle on black ice, the operation of sun protection equipment, or the operation and servicing of machinery, boilers, heating devices, electrical or similar equipment..
J. Service Disruptions
1. VGD is entitled to temporarily suspend services or to modify them accordingly if it is not possible or not possible to the extent agreed, due to strikes, demonstrations, officially ordered driving and/or access prohibitions, unrest, other cases of force majeure or other circumstances beyond VGD’s control (e.g. epidemics, pandemics, etc.).
2. The customer may demand a reduction in the agreed remuneration for the duration of the default.
K. Data Protection
1. The provisions of the Federal Data Protection Act (GDPR) and the GDPR apply to data protection.
2. VGD is entitled to process and store customer data in respect of the business relationship in accordance with the Federal Data Protection Act and pass it on to third parties to the extent necessary (e.g. communication to the executive, etc.), insofar as this appears appropriate for the fulfilment of the contract.
3. The customer agrees that the data relevant to the business relationship may be used for VGD’s own business purposes in accordance with the Data Protection Act.
4. VGD undertakes to take reasonable technical and organizational measures in order to protect the data of the customer and expressly obliges its employees to keep the data confidential in accordance with the Data Protection Act.
5. If surveillance technology is used by or on behalf of the customer, the customer shall be responsible for compliance with legal requirements and shall indemnify VGD against any claims from third parties resulting from violations.
1. For transmissions via the public telephone network or other transmission media, the VGD does not provide a higher level of security than the network security guaranteed by the corresponding transmission service.
2. Should one of the above provisions be legally invalid, this shall not affect the validity of the remaining provisions. In the event of a clause being legally invalid, the customer shall be obliged to agree a new provision with VGD which comes as close as possible to the purpose pursued by the invalid provision.
M. Consumer Dispute Settlement
The company is not obliged or willing to participate in dispute settlement proceedings before a consumer arbitration body as specified by Danish law. This does not affect the possibility settling disputes by a consumer dispute resolution body for a specific dispute with the consent of both parties to the contract.
N. The Written Form
1. Amendments or supplements to the service contract as well as the present GTC must be made in writing in order to be effective, unless another form has been agreed within these GTCs. The written form is also valid for a deviating agreement about the written form.
2. There are no ancillary agreements, with the exception of any special service or alarm instructions.
O. Applicable Law, Place of Performance and Court of Jurisdiction
1. The legal relationship between VGD and the customer shall be governed by the laws of Denmark to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
2. If the contract is part of the commercial enterprise of a merchant, a legal entity under public law or a special fund under public law, the exclusive place of performance and jurisdiction shall be the registered office of VGD.
General Terms and Conditions for the use of VIDEO GUARD
The following terms and conditions for the rental, provision and operation of technical security solutions, supplement the general terms and conditions of Video Guard Denmark ApS and International Security GmbH (hereinafter jointly referred to as “Video Guard Denmark ApS” or “VGD“). If in the following regulations deviating from the general terms and conditions are made, the following agreements apply to the rental and provision of our technical security solutions.
A. Rental Term
- The rental period begins on the agreed day, at the latest, however, on the day of the transfer of use.
- The hirer is obliged to accept the hired object on the agreed day and at the agreed time. If the hirer does not accept the hired object at the agreed time, VGD may withdraw from the contract and/or terminate it in accordance with the statutory provisions and rent the object elsewhere.
- The hirers right of use ends with the expiry of the agreed rental period. If the parties have not agreed on an end date, the rental contract ends with the return of the rental object, provided that the hirer notifies VGD in writing of the return of the rental object at least three working days in advance (return period). VGD is subject to the statutory period of notice, which, however, is at least equal to the return period applicable to the customer. The right of both parties to terminate for good cause shall remain unaffected.
- If the hirer continues to use the rental goods even after the end of his right of use (exceeding the rental period), the rental contract shall not be extended thereby. In this case, however, the lessee is obliged to pay VGD a usage fee amounting to a single daily rent for each additional day commenced. Any discounts according to VGD’s graduated rental price list shall not apply in the event that the rental period is exceeded. The customer reserves the right to prove that VGD has incurred no damage or less damage than the usage fee to be paid by the customer.
B. The Handover and Return of the Rented Item, Transport and Transport Costs
- The hired object shall be handed over to the hirer at VGD’s registered office in Copenhagen or at the location specified in the order confirmation, if this differs.
- The transport of the hired object is the exclusive responsibility of the hirer. After prior written agreement with VGD, VGD or a forwarding agent commissioned by VGD shall take over the transport of the hired object at the expense of the hirer. If VGD carries out the return transport, the binding return check (acceptance) for any damage shall only take place after the return of the rental object to the company headquarters in Copenhagen. If third parties (forwarding agents) carry out the return transport, these and/or their appointed agents are not entitled to carry out a return check (acceptance) or otherwise make legally binding declarations at the expense of VGD. The hirer is also obliged to notify VGD of any damage/defects before returning the rental object.
- VGD provides the hirer with the hired object in a roadworthy and technically perfect condition. The hirer has to check the rented object on delivery in respect of road safety, operability and possible defects. Claims based on obvious defects are excluded, unless the hirer notifies VGD of the defect upon delivery.
- The hirer is obliged to return the rented object in a cleaned condition at the end of the rental period.
- If the hirer does not return the rented goods to VGD after termination of the right of use, VGD shall be entitled, but not obliged, to collect the rental goods and to enter the place of storage or use for this purpose. The hirer hereby expressly consents to the repossession of the rented goods.
- When VIDEO GUARD surveillance technology is transported to and from the premises by VGD on behalf of the hirer, they guarantee unhindered access to the loading/assembly site and provide unloading assistance (forklift truck or crane).
- If the agreed delivery of the hired object is delayed for reasons for which the hirer is responsible (creditor default), the risk shall pass to the hirer for the period of the delay. The costs for waiting time, provision and storage as well as additional transport to the place of fulfillment by VGD’s shall be borne by the hirer.C. Rental Fee
The rental fee is exclusively for the hire of the hired object. Unless otherwise agreed, VGD shall invoice the customer separately for any further costs entailed, such as transport, assembly, mounting, fuel, consumables, cleaning and insurance of the rented object.
D. Obligations of the Hirer, Use of the Rental Object
- The hirer is responsible for the operation of the hired object in compliance with the statutory provisions as well as the industrial safety and accident prevention regulations. He may only use the hired object in an orderly, proper and customary manner and must above all observe the operating instructions.
- The hirer shall ensure that motion detectors and cameras, once aligned, remain aligned accordingly and that the viewing angle and surveillance area of equipment is not blocked.
- The hirer undertakes to have the hired object operated only by professionally trained persons who are familiar with the correct handling of comparable objects. VGD does not owe the hirer any advice on the use and operation of the rental goods beyond the usual operating instructions. The instructions in the manuals supplied on the use of the rented goods must be observed by the hirer.
- The use of the rental object abroad as well as any transfer to third parties is not permitted without the express prior written consent of VGD. The customer hereby relinquishes any claims against third parties arising from a permissible or an impermissible transfer of use to VGD. VGD accepts this. The customer shall reimburse VGD for any costs and expenses incurred by VGD as a result of pursuing and asserting claims against such third parties.
- The hirer must immediately notify VGD of any theft/loss or damage to the hired object (claim). In the event of theft or damage caused by third parties, the hirer must immediately report this to the police. In the event of damage, the hirer must take all measures necessary to minimize the damage and preserve evidence. Furthermore, he is obliged to support VGD in the further processing and clarification of a claim at any time in the best possible way.
- If a third party encroaches on the rented object, the hirer must inform VGD immediately and mark the rented object as the property of VGD.
- Since the transport of the hired object is the exclusive responsibility of the hirer, VGD assumes no liability for the correct loading of the hired object onto a transport vehicle of the hirer or a third party commissioned by the hirer. The customer, as the commissioner of the driver of the transport vehicle, is responsible for the correct loading, even if VGD has participated in this. In this respect, employees of VGD act as the place of performance for the customer. The hirer is responsible in particular for ensuring that the load, the aids and equipment, including accessories, are secured in road traffic in accordance with VDI guidelines 2700 and 2701 (load securing on road vehicles) and that the belts used to secure the load comply with the aforementioned VDI guidelines.
- The hirer guarantees the on-site conditions for delivery, removal and operation of the hired objects, in particular the power supply to the VIDEO GUARD. The hirer bears the risk of the stability of the hired object. In accordance with the operating instructions, the support legs of VIDEO GUARDs must always be extended and the mast retracted in the event of an imminent storm.
- As far as possible, the hirer shall protect and secure the hired object against unauthorized interference by third parties, in particular theft, damage (duty of care). The duty of care applies up to the return of the rental object, the return transport carried out by VGD or the collection of the rental object at the agreed location.
- If the hirer uses VGD personnel to fulfil his obligations or for support, he shall indemnify VGD against all claims resulting from the use of personnel.
E. Repair and Maintenance
- VGD bears the costs of regular maintenance of your surveillance devices as well as repairs due to normal wear and tear.
- The hirer is obliged to inform VGD immediately of necessary repairs obvious to him. Maintenance/repairs are the exclusive responsibility of VGD. A self-repair by the hirer or third party requires the prior written consent of VGD. This does not apply in case of imminent danger, i.e. especially in case of emergency repairs, to avoid consequential damages to the rental object or to the property of third parties, as well as in respect of environmental damage.F. Liability of the Hirer, Insurance and Insurance Costs
- From handover until proper return of the rental object, the hirer is liable for any damage to the rental object or the theft/loss of the rental object for which he is responsible, as well as damage caused by third parties (hereinafter referred to collectively as “damage”). Furthermore, the customer shall be liable for any consequential damages to VGD resulting from such damage, in particular towing costs, expert fees, loss of rent as well as pro rata administrative costs. The loss of rental income is calculated at a daily rent, for which the rental object is not available to VGD to rent out.
- In the event of damage, the customer must inform VGD immediately in writing of the extent, course and parties involved in the event of damage.
- The hirer is liable for all fees, levies, fines, penalties and other costs due to the violation of public law regulations (e.g. the GDPR) for which he is responsible, which arise during the use of the hired object and for which VGD is held liable, and indemnifies VGD upon first request from any third party claims. Likewise, the customer is obliged to indemnify VGD against any further claims by third parties for damages or other costs arising from the operation or use of the rental object – in particular due to injury to persons or damage to property – upon first request, provided that the customer is responsible for these damages or costs.
- The liability risk of the hirer arising from the use of the rental goods is not insured by VGD. The hirer shall take out liability insurance against the risks arising from the use of the rental goods at his own expense. If the hirer does not comply with this obligation, he is also obliged to compensate VGD for any resulting damages.
- The risk of destruction by third parties is not insured by VGD. The hirer must take out an appropriate insurance policy.
- As a precaution the hirer assigns any insurance claims to VGD. VGD accepts the aforementioned assignments.
- All insurance policies taken out by VGD as well as the inclusion of the hired object in the insurance policy taken out by VGD, shall apply exclusively to use of the hired object in Denmark.
- In case of third-party access to the rental object, the hirer is obliged to communicate VGD ownership and to inform VGD immediately.
- Transport of the VIDEO-GUARD is only permitted after consultation with the VGD and under no circumstances with the mast extended or partially extended, as this creates an unnecessary risk of accident and damage.G. VGD Liability
- VGD assumes no liability that the customer can use the rental object provided in accordance with the contract and according to his ideas and for the purpose planned by him.
- VGD shall only be liable for breach of contractual and non-contractual obligations, in particular for impossibility, delay, culpa in contrahendo and tort – also for its legal representatives, vicarious agents or auxiliary persons – in cases of intent and gross negligence, limited to the typical contractual damage foreseeable at the time the contract was concluded.
- These limitations shall not apply in the event of culpable violation of essential contractual obligations, insofar as the achievement of the purpose of the contract is endangered, in cases of mandatory liability under the Product Liability Act, in the event of damage to life, limb and health, and even if and insofar as VGD fraudulently concealed defects or guaranteed their absence. The rules governing the burden of proof shall remain unaffected thereby.
- The customer shall be obliged to notify VGD in writing of any personal injury or damage to property which, in the opinion of the customer, is the responsibility of VGD, or at the latest with three working days after the occurrence of the damage or the possibility of knowledge of damage. Claims for damages shall be asserted by the customer in court within three months after the occurrence of the damage or becoming aware of the damage, otherwise claims for damages shall be lost.
- VGD shall not be liable for any damage suffered by the hirer as a result of surveillance technology made available to the hirer:
- a) which has not been set up and installed by the hirer in accordance with the respective operating instructions
- b) does not function or functions only to a limited extent due to vandalism or damage to property
- c) is not fully functional due to force majeure such as natural disasters, communication network failure, heavy ground fog, heavy rain or snowfall,
- d) due to the violation of an obligation assumed by the customer, e.g. a mains power supply, a clear view of the surveillance area becomes technically or factually inoperative,
- e) the guarded property is not completely within the surveillance area or the offender does not stay in the surveillance area for at least 3 seconds when committing the offence
(f) has been removed (e.g. relocated) from its original location without prior notice
- The limitations in this section do not apply to the liability of VGD for intentional conduct, injury to life, limb or health.H. Control Center
To monitor the areas secured by VIDEO GUARD and to evaluate alarm messages, the VGD make use of an external center, which is staffed with trained personnel 24 hours a day, 7 days a week. Upon receipt of an alarm, the control center employee examines the incoming video images and evaluates whether there is potentially punishable behavior towards the monitored objects of the client. If a criminal offence is suspected, he hands over the alarm message to the contact person(s) agreed with the tenant (e.g. employee of the client, security service or police) and, if necessary, supports an intervention. If no other deadline has been agreed, the contact person(s) must be provided in writing 24 hours before the beginning of the surveillance, in an alarm protocol to be provided by the client.
The obligation to establish contact are fulfilled if a named contact person has been reached by telephone or if two attempts to establish contact by telephone have failed. VGD does not guarantee the timely on site intervention.
I. Visual Materials
The photographing of images by the rented VIDEO GUARD, their transfer to the VGD control center as well as their reproduction and storage are exclusively carried out on behalf of and at the risk of the client. The image material is used exclusively for the purposes of contractual services according to section [H. Control Center]. The client is responsible for ensuring that the recordings, transmissions, reproduction and storage of the photographic material complies with the statutory provisions, in particular with the data protection law and the protection of personal rights. The customer shall indemnify VGD from any liability in this respect; in particular he shall assume any reasonable expenses incurred by VGD for legal prosecution and/or defense.
Within the scope of what is legally permissible, the parties shall immediately inform each other if third parties or authorities use recordings, transmissions, reproduction and storage of the photographic material which violate statutory and/or official regulations and/or the rights of third parties.
7. December 2019