1.1 Background and purpose
These terms and conditions apply to the deliveries that the customer wishes to
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
Types of servicesMCB delivers different types of services to the customer
1.3.1 Consulting services - includes knowledge / person-based
assistance, e.g. consulting and
programming tasks delivered as a fixed price (FP)
or according to time and material (TM), and which are settled according to the
current price list.
1.3.2 Operations and platform services - includes the use of
MCB's own standard licenses, including Accumolo
Masterpiece, as well as hosting / operation of these, which are settled
in accordance with the current price list.
1.3.3 3rd party licenses - includes 3rd party licenses for the settlement
of additional facilities in connection with. MCB's licenses, which are settled
according to the suppliers' price lists.
Prices are excl. VAT, and is adjusted annually per. May 1 by 3%.
Any other changes will be notified by separate request
with at least 3 months.
1.4 Invoicing and payment
TM services covered by pkt. 1.3.1 is invoiced on an ongoing basis, while FP
services are invoiced according to the invoicing plan - for orders over DKK
100,000, usually 30% upon ordering, 30% upon delivery of
test site and 40% upon launch, however no later than 30 days after
delivery of test site.
Services covered by pkt. 1.3.2 is invoiced monthly in advance, the first
time when the test site is established. Any 3rd party licenses, cf.
1.3.3 is invoiced according to the manufacturer's regulations. Payment
deadline is invoice date + 14 days. For payment after due date,is calculated
1.5% interestper. commenced month.
2.1 Liability and limitations of liability
MCB is responsible for providing thespecified in the orderliability for
services, including the specifiedperformance 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
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
However, MCB disclaims any responsibility for loss of data, 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 pkt. 1.3.3 applies to the manufacturer's terms. 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 not the
ability to remedy errors and omissions in such 3rd party
2.2 General guarantees
MCB guarantees that services are delivered professionally and in accordance with good
practice in the IT industry.
3 CONSULTANCY SERVICES - FIXED PRICE (FP)
As a starting point, FP is used for orders where it
is estimated that a sufficiently detailedcan be provided
description of the content of the delivery. FP will always include a
price supplement for MCB's risk in connection with the submission of
binding offers with a fixed time and price.
3.1 MCB's guarantees
MCB guarantees that the order's services are delivered as
specified in accordance with the agreed schedule and at the agreed price,, however,
providedthat the customer's agreed participation and prerequisites for the
3.2 The customer's takeover
The customer is obliged to approve the delivery when the services
have been delivered in accordance with the order's service description. If the customerwish
does notto 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 granted 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.
3.3 Defects and Complaints Period
There is a defect if MCB's services do not meet the
guarantees in these terms or specific requirements in the order, or
MCB A / S l Lægårdvej 86B l DK-7500 Holstebro l +45 9610 2824 l www.mcb.dk l ver . 1.3 March 2018 1
TERMS OF SALE AND DELIVERY
if they do not otherwise correspond to what the customer can rightly
expect from a delivery of the type in question.
For deliveries developed specifically for the customer, aapplies
complaint period of 3 monthsafter the customer has
approved the delivery.
If errors andcomplained about within the complaint period
defects are, it is the MCB's responsibility to remedy thesewithin a reasonable time
errors and defects. The complaint must be made in writing and
stating the nature of the defect, 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 defect is
significant, cancel the order, cf. 8.
4 CONSULTANCY SERVICES
- Time and material (TM)
TM is used where a sufficientlycannot be provided
detailed description of the content of the delivery, or where the customer
does not want the “risk surcharge” imposed by MCB on FP. For TM
orders, however, MCB provides - without obligation - an
estimate of the expected economy for the order.
Similarly, adrawn up - also without obligation
4.1 Execution of the order / suspension
MCB strives to complete the delivery within the
specified estimate and in accordance with the expected schedule, but doesguarantee
If MCB discovers that the estimate or schedule cannot be
complied with, MCB is obliged to notify the customer in writing,
including also stating the new estimate and schedule if possible.
Based on MCB's notification, the customer decides whether the
delivery should continue or stop.
Upon stoppage, the customer pays, based on MCB's
consumption of time and material, for work up to theof stoppage
time. The customer acquires the right - in accordance with theof these
other provisionsterms - to all such work for which the customer
has paid. In addition, there are no rights and
obligations between the parties. If the customer chooses to continue the
delivery, the delivery is continued according to the new estimate and
4.2 Termination of the
delivery The delivery is terminated by the customer's written declaration that the
services, cf. the order, have been delivered.
4.3 Defects and Complaints period The
delivery is not covered by a complaint period, as
errors and defects are remedied as an integral part of the delivery
and are thus settled as the rest of the delivery.
5 OPERATION AND PLATFORM,
SERVICESMAINTENANCE AND SUPPORT
5.1 Operation and maintenance
MCB provides operation and maintenance, including troubleshooting of
its own MCB licenses and server environment with an expected uptimewindows
of> 99.8 measured on 24/7, however, minus service(for
installation of f eg patches and new versions).
Ordinary service windows are placed in the period at 00.00 -
08.00. Extraordinarily, service windows can be placed outside
this time period in connection with the performance of urgent
service, which must be performed as soon as possible for reasons of
IT security in MCB's server environment, or where there is a risk of
damage or loss to the customer or MCB. MCBinforms
basically alwaysabout planned service before these are performed.
MCB continuously provides new functionality to the customer.
These are either included in the monthly payment or will be
offered according to the current price list.
Guarantees and complaint deadlines on 3rd party licenses under pkt.
1.3.3 follows the manufacturer's regulations.
MCB provides support for the system. Support includes error and
problem handling as well as answering specific
user questions, provided that the inquiry is made from the customer's
super user (s). Error handling in connection with customer-specific
functionality takes place, cf. 3 and 4. Errors caused by other than
MCB and decided user training will be invoiced, cf.
5.3 Service Levels
Service levels (reaction times) for the start-up of the error recovery is
set out below:
5.3.1 Critical priority (system unavailable orin
unusablepractice)is 24/7 1/2 hour.
5.3.2 High priority (significant impact on the use of the
system, however reasonable work around for circumvention) is 8
5.3.3 Normal priority (negligible / cosmetic impact) is
3 working days.
Working day is all Danish weekdays, except the 24th and 31st of
January, Monday - Friday between 8.00 - 16.00.
6 RIGHTS AND ACCESS
The customer is responsible for the fact that submitted or uploaded
material (text, images, etc.) is not in violation of Danish law or
infringes the copyrights of third parties, or that the material
may have a content that may cause MCB damage or loss of
reputation. . The customer is responsible for obtaining
any permits for the use of third party material.
MCB A / S l Lægårdvej 86B l DK-7500 Holstebro l +45 9610 2824 l www.mcb.dk l ver. 1.3 March 2018 2
TERMS OF SALE AND DELIVERY
All intellectual property rights, including all copyrights,
to the existing graphic material in the services offered by MCB
, the offered software and associated source code -
both to the administration system and to the web solution itself -
belong to MCB. For 3rd party products, the customer only acquires the
rights that follow directly from the manufacturer's standard terms.
The order includes the right to use the services offered by MCB
. Access to the solution may only be used as
intended, ie. the customer may not gain access to the system
outside the administration module, unless otherwise agreed.
The right of use is non-exclusive and can only be exercised for the use of the
customer's own business, and it is not transferable.
Upon termination of operating and platform services, all futurelapses
right of use of the offered services.
MCBtitle to any service until
retainsthe total contract amount of the order / the total payment for all
services has been received by MCB.
7 CONFIDENTIALITY AND PERSONAL
DATA 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 compliance with the
rules of personal data legislation.
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 by
observing the personal data legislation, in the case of
personally identifiable data. The customer is considered the data controller
and the MCB the data processor. In relation to MCB's role as
data processor, MCB's data processor agreement withapplies
8 DEFAULT, ABUSE AND
MISCONNECT A PARTY SIGNIFICANTLY HIS
According to these terms, the other party is entitled to cancel the
specific order, if the default has not been remedied
within 14 days after written demand to this 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, cf. 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 pkt. 2.1 continues to apply.
MCB reserves the right to stop traffic on a webshop
if this is considered not to be real visitors (eg
9 TERMINATION / TERMINATION
Operating and platform services and licenses may be terminated in writing by
each of the parties with 6 months' notice until the end of a
calendar month. Termination may, however, be submitted no earlier than 12
months after the start time for the first operating period. Thethird
manufacturer's regulations apply toparty licenses.
Upon termination of the agreement, regardless of the reason, the customer is responsible for
any data extracts well in advance of termination. MCB can
export data for a separate fee. MCB is entitled and
obliged to delete theimmediately after the termination of the agreement
customer's data, unless the parties have agreedbefore termination
10 CHOICE OF LAW AND DISPUTES
Orders are subject to Danish law, and unless otherwise
stated, the general rules of Danish law apply inparties
the relations between the.
The parties must seek to resolve disagreements regarding the
fulfillment, interpretation or completion of the order by
If the dispute is not resolved within 14 days after a request for a
hearing has been submitted in writing, the dispute may be brought before the