MCB Standard contract - General terms and conditions


1.1 Background and purpose 

These terms and conditions apply to the deliveries the customer wants completed.


1.2 Orders

A specific delivery appears from a specific order, which is subject to these terms. The order contains a specification of the specific services, including i) service description and possibly prerequisites and customer participation, ii) schedule, iii) price or estimate. 


See appendix 1 -  “XU Exponential University | Clarification process for HubSpot setup | Dec 2022 | Version 3.0”


1.3 Types of Services and Prices

Consulting services - includes knowledge / person-based assistance, e.g. consulting and programming tasks. Prices are excl. VAT, and is adjusted annually per. May 1 by 3%. Any other changes are notified by separate request with at least 3 months. 


The agreed hourly price for the purchase of consulting services is for the Customer € 150, - excluding VAT.


1.4 Shared Risk

Order defined in project description (not yet defined) is  settled in accordance with the following Shared Risk terms. MCBs hourly rate is €150 excl. VAT. This applies to all the estimated hours of the project. If the project is not executed within the estimated time frame, the hourly rate decreases to € 110 excl. VAT pr. hour. XU Exponential University has a special hourly rate for the first project (See appendix 1 -  “XU Exponential University | Clarification process for HubSpot setup | Dec 2022 | Version 3.0”


1.5 Invoicing and Payment

Consulting services are invoiced on an ongoing basis per month according to time spent, regulated by the above agreements. Payment deadline is invoice date + 30 days. For payment after due date, 1.5% interest is calculated per. commenced a month.




2.1 Liability and Limitations og Liability

MCB is responsible for providing the services specified in the order, including the specified responsibility for results in accordance with the specified times. It is a prerequisite that the customer provides the participation that is assumed in the order. Both parties can request the other party for changes to the agreed order. The parties are liable in accordance with the general rules of Danish law, as these apply in a contractual relationship between equal parties, both of which are traders. The Danish law's general rules on loss limitation, loss statement and discharge from liability in case of force majeure thus also apply. 


MCB disclaims any responsibility for data loss, lost earnings or any other form of direct / indirect loss. This applies regardless of whether the loss is due to system breakdown, unauthorized access or other form of non-delivery of ordered services or other conditions at MCB. The same restrictions apply to product liability. 


MCB's liability is limited to paid services on the specific order. For any 3rd party licenses according to the manufacturer's terms apply. The customer can not make other claims against MCB in connection with errors and deficiencies in 3rd party licenses, and the customer can only claim the powers that follow from the 3rd party licenses, and only obtain the right of use that follows from the licenses. 


Due to the absence of rights and access to any source code MCB does not provide the ability to correct errors and omissions in such 3rd party software. 


2.2 General Guarantees

MCB guarantees that services are delivered professionally and in accordance with good practice in the IT industry.


2.3 The Customer's Acquisition

The customer is obliged to approve the delivery when the services have been delivered in accordance with the order's service description. If the customer does not wish to approve the delivery, a written reasoned refusal of approval must be sent to MCB no later than 10 days after MCB's written request for approval. Refusal of approval can only be given on the basis of significant errors and/or deficiencies. The customer's commissioning of a delivery is to be perceived as acceptance of the delivery.


2.4 Defects and Complaint Period

There is a defect if MCB's services do not meet the guarantees in these terms or specific requirements in the order. For deliveries developed specifically for the customer, a complaint period of 3 months applies after the customer has approved the delivery. If errors are complained about within the complaint period, it is the MCB's responsibility to remedy these errors within a reasonable time. The complaint must be made in writing and stating what the error consists of, and the customer must participate to the extent necessary in connection with the remedy. Should the error not be remedied within a reasonable time, the customer can only demand a proportionate refusal, and if the error is significant, cancel the order, pt. 2.6.


2.5 Confidentiality and Personal Data (GDPR)

The customer's data is processed and stored in a secure manner, and MCB guarantees that the system and services are at all times technically set up in accordance with what must at all times be considered “good IT security practice” and that the necessary technical and organizational security measures will be observed, including that the rules of GDPR have been observed. 


MCB guarantees that the necessary technical and organizational security measures have been taken against the accidental or illegal destruction, loss or deterioration of data and against the fact that it comes to the knowledge of unauthorized persons, is misused or otherwise processed in violation of GDPR. 


MCB only stores and processes the customer's data, the customer puts in the system and processes them only according to the customer's instructions and within the functionality of the systems and these terms. MCB only provides an IT system. MCB will not disclose or distribute customer data to third parties, except where a public authority, pursuant to law requests such insight, including if a court orders MCB to disclose specific information. 


It is the customer's responsibility to ensure that the collection, use and distribution of the entered data to/from the systems takes place in accordance with the legislation, including compliance with GDPR, in the case of personally identifiable data. 


If a security breach or situation is found where there is a reasonable suspicion that the customer's data has been compromised, the customer will be notified immediately. 


2.6 Non-compliance, Misuse and a Party Significantly Violating their Obligations

According to these terms, the other party is entitled to cancel the specific order, if the breach has not been remedied within 14 days of written demand to that effect. If MCB defaults, the customer is entitled to demand paid services in accordance with the order in return for returning what the customer has received in connection with the order. To the extent that the services cannot be returned, the customer is only entitled to a proportionate refusal under the general rules of Danish law. 


With the abolition of operating and platform services, this will only have an effect for the future. 

If the customer defaults, MCB is entitled to demand payment for services performed up to the time of cancellation, and for operating and platform services or licenses, until these, pt. 9 of the customer could have been terminated. Likewise, MCB has the right to close the customer's connection to the services offered by MCB, if overdue services, despite demands, have not been paid. 


In other respects, the general rules of Danish law apply in connection with repeal, as pt. 2.1 continues to apply. 

MCB reserves the right to stop traffic on a webshop if this is considered not to be real visitors (e.g. SPAM robots).


2.7 Termination / Expiry

Services may be terminated in writing by each of the parties with 3 months' notice until the end of a calendar month. Termination may, however, be submitted no earlier than 6 months after the start time for the first operating period (on MCBs Proprietary platform). For manufacturer's licenses, the manufacturer's regulations apply. 


Upon termination of the agreement, regardless of the reason, the customer is responsible for any data extracts well in advance of expiry. MCB can export data for a separate fee. MCB is entitled and obliged to delete the customer's data immediately after the termination of the agreement, unless the parties have agreed otherwise before termination.


2.8 Choice of Law and Disputes

Orders are subject to Danish law, and unless otherwise stated, the general rules of Danish law apply in the mutual relations of the Parties. 


The parties must seek to resolve disagreements regarding the fulfillment, interpretation or completion of the order by negotiation. 


If the conflict is not resolved within 14 days after a request for a hearing has been submitted in writing, the dispute can be brought before the ordinary courts with the defendants domicile as venue in the first instance.