Sales and delivery terms

1. Application and validity:
These conditions apply to all services provided by MBB Security ApS to the Customer, unless otherwise agreed in writing between the parties. This also applies to future offers and deliveries, without this necessitating renewed representation to the Customer. Any special conditions from the Customer’s side are not binding on MBB Security ApS, unless MBB Security ApS has given written acceptance of such deviations in each individual case.

MBB Security ApS terms and conditions will thus take precedence in the event of discrepancies between the present business terms and the Customer’s business terms.

A written offer is deemed to have lapsed if it is not accepted within 30 days of the offer date. An order is first considered binding for MBB Security ApS when a written order confirmation is available.

2. Supply of software:
Software products are not covered by the mentioned conditions, as these are subject to the software vendor’s license agreements.

3. Services:
MBB Security ApS shall provide the services specified in the parties’ agreement. For the delivery of these services, MBB Security ApS must perform the agreed services at the times and places stipulated in the agreement, unless the fulfillment is prevented as a result of the Customer’s own circumstances, power outages, faults in telecom or network providers or other matters that lie outside of MBB Security ApS control. In this case, MBB Security ApS delivery obligation is suspended until the obstacle no longer exists.
It is the Customer’s responsibility to ensure that relevant equipment and facilities are present in connection with the desired work. Preventing the lack of equipment or facilities from carrying out the work is invoiced for the waiting time at standard price.

4. Prices and Payment:
The price of the agreed services, including both one-off and ongoing services, is stated in the agreement. Unless specific stated, all prices are excluding VAT. Work not included in the agreement is calculated as time spent at standard price, unless otherwise agreed in writing. MBB Security ApS reserves the right to change prices / price lists, however, a sale is done in accordance with the prices applicable at the time of the order confirmation date, unless otherwise agreed.

The prices of the agreement are based on the prices prevailing at the time of the offer, for materials, labor wages, transport expenses, etc.

MBB Security ApS invoices on a monthly basis at the end of the month or when the agreement is otherwise fulfilled.
The payment terms are net cash 8 days after the invoice date. In case of late payment, 2% interest is calculated per commenced month from due date.

In case of late payment, MBB Security ApS is entitled to charge DKK 250.00 per fee. payment reminder per invoice, however, maximum 3 times per invoice. MBB Security ApS is entitled to send the claim for legal debt collection, if payment is not made after due reminder. The costs for this can be attributed to MBB Security ApS’s claim against the Customer.

The agreed prices are adjusted annually with the increase of the quarterly net price index reported in Statistics Denmark, however, at least 4% pa

5. Delay:
If MBB Security ApS significantly exceeds the delivery dates stipulated in the agreement and this is not due to the Customer’s circumstances (see point 3), the Customer is entitled to terminate the agreement.
The cancellation must be made by written notice toMBB Security ApS without undue delay. Cancellation cannot be done for services already provided.

6. Missing:
A delivery is inadequate if it does not comply with the agreement or the Customer’s legitimate expectations. If the Customer wishes to plead defects in the delivery, the complaint must be made in writing and without undue delay after the defect has been established. The customer’s right to claim defects in the delivered lapses if the Customer has made corrections or changes to the software covered by the agreement and in any case 3 months after delivery. In the event of defects in the delivery, MBB Security ApS is obliged and entitled to make remedies within a reasonable time, in accordance with the Danish Buyer’s general rules.

7. Customer default:
If the Customer substantially breaches his obligations under the agreement and does not address himself without undue delay (claimant’s claim), MBB Security ApS is entitled to claim compensation for any loss which MBB Security ApS may suffer as a result, according to the ordinary law of Denmark.

8. Confidentiality:
The parties are obliged to keep the information, directly or indirectly, exchanged between the parties, which is not intended to be disclosed to third parties, directly or indirectly, as being confidential information. This does not include information held by the receiving party prior to the conclusion of the agreement between the parties, which had already been lawfully published, which otherwise had been lawfully received by the receiving party prior to the conclusion of the agreement between the parties or information that the receiving party is obliged to disclose to authorities and courts. Both parties are required to keep confidential information in the same secure manner as to keep their own business secrets. The parties are under no obligation to commercially use confidential information.

9. Rights:
The customer is only entitled to use the results of the service provided by MBB Security ApS in connection with the solution of the specific task. MBB Security ApS has all rights to ideas, solutions and material etc. prepared by MBB Security ApS .
Any intellectual property rights to the service provided by MBB Security ApS accrue to MBB Security ApS . MBB Security ApS is entitled to use the result of the service for commercial purposes.

10. Liability and exemption from liability:
MBB Security ApS is solely responsible in accordance with Danish law’s general rules of compensation, and otherwise only with the clarifications set out below:

• MBB Security ApS is not liable for indirect losses, including operating losses and loss of data. MBB Security ApS any liability for damages can thus only include direct and documentable financial losses.
• Incorrect procedures and information caused by incorrect or missing information from the Customer as to its requirements and needs is not liable for MBB Security ApS.
• It is the responsibility of the Customer to provide a reasonable antivirus solution, including updating it. MBB Security ApS cannot be held responsible for any damage caused by viruses.
• Data loss caused by a lack of backup is not a liability for MBB Security ApS, so it is the Customer’s responsibility to provide an appropriate solution, possibly an operating loss insurance.
• No compensation is provided for losses caused by power failures or faults by telecom or network providers.
• MBB Security ApS may at any time choose to have the task performed by subcontractors, without this affecting MBB Security ApS responsibility. MBB Security ApS is not responsible for loss of profit, loss of production, lost revenue, expected savings, loss or contamination of data as well as indirect losses or consequential damages as well as incompatibility with software provided by others than MBB Security ApS.
• If MBB Security ApS may be subject to compensation claims from third parties, the Customer undertakes to indemnify in accordance with these general terms and conditions. MBB Security ApS in every respect, unless otherwise provided by mandatory Danish law, or if the third party’s loss is due to continued and / or gross negligence exhibited by MBB Security ApS.
• Any liability for damages cannot exceed the remuneration excl. VAT for the non-performing service, however, narrowly 10% of the contract sum.

11. Force majeure:
If unforeseen and extraordinary situations occur outside force of the parties (force majeure), such as work stoppage, war, mobilization, civil unrest, fire, public authorities’ intervention or breakdown in the Customer’s or the public communications network or utilities that cause the cooperation to become impossible or In particular, fulfilling this obligation means that the rights and duties of the cooperation are suspended for that party for the duration of the relationship. The above also applies to force majeure at MBB Security ApS suppliers.

12. Transfer:
The customer cannot transfer the agreement to third parties without MBB Security ApS prior written consent.

13. End:
Orders the Customer the cooperation stopped or postponed, this must be done with a minimum of 5 working days notice, and all work already carried out (irrespective of the specific provisions of the agreement) is paid according to invoice based on hourly accounts and toMBB Security ApS ordinary prices prevailing at all times.

If one of the parties ceases its payments, is declared bankrupt or enters into liquidation, the other party can immediately and without notice terminate the cooperation, provided that there is no immediate satisfactory security for the fulfillment of the cooperation agreements.

14. Disputes:
Any dispute that may arise in connection with these General Terms and Conditions or the parties otherwise agree, including disputes regarding the existence or validity of the General Terms and Conditions and / or the Agreement of the Parties, shall be settled in accordance with applicable Danish law. The right venue is the Court of Esbjerg.