TERMS AND CONDITIONS OF SALE AND DELIVERY

 

1 INTRODUCTION

1.1 Background and purpose

These terms and conditions apply to the deliveries that the customer wishes to

complete.

 

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.

 

1.3and prices

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

and

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 GENERAL

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

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.

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

software.

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

order.

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

timetable is.

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

notthis.

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

schedule.

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.

5.2 Support

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.

4.

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

working hours.

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

accompanying appendices.

8 DEFAULT, ABUSE AND

MISCONNECT A PARTY SIGNIFICANTLY HIS

OBLIGATIONS

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

SPAM robots).

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

otherwise.

 

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

negotiation.

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

ordinary courts.