SECTION I – GENERAL TERMS AND CONDITIONS

1. GENERAL

1.1 These terms of trade use and service (“Terms of Service”) are effective for the Service agreed between the Parties, unless otherwise stated in writing. Section II to V in the Terms of Service, are effective alongside the general terms in section I, if the Service matches any of the categories described in each of these sections.

1.2 The Terms of Service are effective for the entire Service delivered from the Supplier (“CloudUnit”), regardless whether the fulfillment or delivery of Service has begun before reaching a formal agreement in writing between the Supplier and the Customer (“You”).

1.3 These Terms of Service also apply to any services that are delivered as a direct consequence of the Service or by any other connection to the Service or surrounding deliveries.

2. THE SERVICE

2.1 The Customer can only plead the right to the contents of individual offers and order confirmations as a base for the Service, in the case that these are included in the Agreement (“Service Description”). Information that the Supplier might have disclosed in brochures, price lists, advertisements, earlier offers, on the internet or by word of mouth, are without relevance for the quality and fulfillment of the Service and the criteria hereon.

2.2 If the Customer possesses special expectations or criteria towards the Service, the Customer must ensure that these are included in the Agreement. The Supplier is only responsible for fulfilling the Service explicitly described in the Agreement.

3. COLLABORATION BETWEEN PARTIES

3.1 The Parties (”The Supplier and the Customer, respectively”) must sincerely participate in fulfilling the Agreement

3.2 The Parties agree to exhibit the appropriate level of flexibility and cooperation needed to fully deliver the agreed Service.

3.3 To ensure continuous progress, the Customer must preserve the required amount of time and resources throughout the delivery period. The Customers obligations are disclosed in the separate Agreement.

4. THE CUSTOMERS IT-PLATFORM

4.1 The Customer is obliged to ensure that their IT-Platform complies with the specifications disclosed in the Agreement. The Customers is also obliged to follow any instructions given by the Supplier, regarding installation and use of software and equipment in the IT-Platform. If the Customer fails to comply, the Suppliers obligations in the Agreement are revoked.

4.2 The Supplier is entitled to full coverage for any additional cost, that may arise due to non-compliance of the Customers IT-Platform with the agreed configuration and state.

4.3 The Customer must possess the needed software licenses to fulfill the delivery of the Service.

5. DOCUMENTATION AND GUIDANCE

5.1 The Service is solely documented within the scope that has been formally agreed and user manuals, guides, etc. are only delivered upon specification in the Agreement.

5.2 Documentation for hardware and software are provided to the extent that it is available from the manufacturer, without any liability to the Supplier.

6. DELIVERY AND LEAD TIME

6.1 Any delivery deadlines will be disclosed in the Agreement. If no deadlines are present, each Party can in writing and with an equitable lead time, demand the Agreement effectuated.

6.2 Unless otherwise agreed, the Time of Delivery (“Delivery”) takes place, when the Service or ongoing Service is available to the Customer.

6.3 Unless otherwise specified, the Service is delivered from the Suppliers physical locations.

6.4 Any liability for the Service, are transferred to the Customer upon Delivery.

7. USE OF SUB-CONTRACTORS

7.1 The Supplier is entitled to use sub-contractors for delivering whole or part of the Service. Upon request from the Customer, the Supplier must disclose which parts of the Service are delivered by sub-contractors.

7.2 The Supplier is liable for its sub-contractors’ services and deliverables in the same way as for its own.

8. USE OF THIRD-PARTY SOFTWARE

8.1 The Customer agrees that the Service can include third-party software created and maintained by a third-party. These software products can contain license agreements and terms that the Customer must accept, to use the Service. If this is the case, the license agreements and terms will be provided and accepted alongside the main Agreement. The Supplier has no ownership or copyright regarding the third-party software, has very limited or no control over the software and has limited or no technical knowledge to assist with complaints regarding the third-party software.

8.2 The Supplier is not responsible for any complaints or issues with the third-party software. The Suppliers is however obliged to attempt a fix or workaround within reasonable limits.

8.3 Paragraph 8.1 and 8.2, are also applicable to any Microsoft services or licenses delivered by the Supplier to the Customer.

9. SPECIAL TERMS FOR CUSTOMER SPECIFIC SOFTWARE DEVELOPMENT

9.1 Customer specific software defined in the Agreement, must be developed regarding the agreed limitations and specifications, defined by the Parties. The Supplier is only liable for the delivery of software within the scope of the specifications in the Agreement, and has no responsibility for integration and expansion, unless otherwise stated in the Agreement. The Supplier is not obliged to maintain or update the Customer specific software. If developer documentation is needed, this must be explicitly defined in the Agreement.

9.2 Upon upgrade of existing software or installation of new software that integrates with the Customer specific software, the Customer is responsible for the integration and functionality hereof. The Supplier is not responsible for integration with other software after an upgrade or integration with new software.

9.3 Within the Suppliers knowledge, The Customer specific software does not infringe with third-party rights, terms or copyrights.

10. PRICING AND PAYMENT TERMS

10.1 The compensation for the Service is disclosed in the Agreement. The compensation may be variable, depending on the payment model decided by the Parties. The compensation can be billed by “Fixed Price” or “Time and Material”.

10.2 If not otherwise agreed, the Service is billed by Time and Material in correspondence with the Suppliers current rates.

10.3 Pricing Model – Fixed Price

10.3.1 The compensation in a Fixed Price scenario, is calculated without regard to the actual consumption or time used defined in the following formula:

10.3.2 Compensation = The agreed price for the Service

10.4 Pricing Model – Time and Material

10.4.1 The compensation in a Time and Material scenario, is calculated based on the time and materials used to deliver the Service, and is calculated by the following formula:

10.4.2 Compensation = (rate1 x hours1) + (rate2 x hours2) + (raten x hoursn) + materials

10.4.3 The rate is the current rate for the category of employee developing and / or delivering the service. The rate is specified in the rate card, provided alongside this Agreement.

10.4.4 The Supplier is obliged to keep track of consumed time in delivering the Service. The tracking must specify the employee, usage and type of work done.

10.4.5 The Supplier is entitled to overtime payment. Overtime payment is calculated with basis to the Suppliers current rate card.

10.5 Billing

10.5.1 The Supplier is entitled to invoice the compensation, once the time of delivery has happened, or in relation to an agreed upon payment plan. The Supplier is entitled to invoice the Compensation for hourly done work in the time and material model, on the 14th and last day of every month, disregarding the fact that the completion of the task is stretched over a longer period of time, unless otherwise stated in the special delivery agreement. Expenses will be charged weekly.

10.5.2 Payment terms is net 14 days.

10.5.3 The Supplier is entitled to compensation for any necessary expense, hereunder transportation, food, and lodging. Transportation time is invoiced by a total time spent principle.

10.5.4 Delayed payment of an invoice entitles the Supplier to charge a late fee, plus interest, from the original invoice due date, in compliance with the Danish law of interests.

10.5.5 In case of default of payment, the Supplier is entitled to suspend and withhold the delivery or parts of the delivery and via written notification cancel or partially cancel the agreement. Should the Supplier cancel the agreement, the Supplier is still entitled to compensation.

10.5.6 Hourly rates and prices on ongoing services will be regulated annually on the 1. January, in relation to the net price index with 2018 as the base year.

10.5.7 Changes to exchange rates, taxes, prices from subcontractors or Suppliers, insurances or cargo prices, enables the Supplier to without warning, adjust the prices with the net change effect of those changes.

11. DELAYS

11.1 Should either of the parties realize that a delay in fulfilling that parts duties under the agreement is inevitable, that part is obligated to inform the other part immediately and with no unjustifiable delay. Both parties should, with loyalty, seek to minimize the delay and possible damaging effects of the delay.

11.2 If the customer fails to fulfill their obligations in relation to the agreement, or if the Supplier in any way is hindered in fulfilling their obligations as a direct effect of the customers relations, the Supplier is entitled to claim a delay in the delivery due date, that matches the lost time caused by that delay. The Supplier is entitled to compensation covering extra costs caused by the delay.

11.3 If an agreed upon delivery due date is exceeded by more than 30 days, the customer can choose to grant the Supplier a new reasonable due date. If the Supplier again fails to deliver, the customer is entitled to cancel the agreement and seek the compensation possible within the frame of these terms of service.

11.4 The customer does not have any further power of violation, in case of a delay in delivery.

12. DEFECTIVE DELIVERY

12.1 The delivery is considered inadequate if it does not deliver on the agreed upon acceptance criteria unless the deviation can be considered an insubstantial deviation.

12.2 The Customer is obligated to, immediately after delivery, check the delivery and rapport any bugs or deviations to the Supplier. The absolute end date of the warranty period expires 6 months after delivery, and any complaint requires that the customer follows the Danish courts normal duty to investigate principles.

12.3 The Supplier decides whether remediation of a deviation is done using repairs or redelivery.

12.4 If the Supplier fails to remediate a deviation in the delivery within reasonable time (which is always minimum 30 days), the Customer can be entitled to a proportional reduction in price, in compliance with normal Danish court rules.

12.5 It is the Customers right to cancel the agreement (Nunc), provided the deviation can be considered major and the Supplier did not remedy it within 30 days after written notice from the Customer. The written notice should contain an explicit explanation of the problem. The Customer can be entitled to compensation within the limitations of these Terms of Service or any special conditions linked to delivered Software.

12.6 This section fully defines the Suppliers liability for defects in the Delivery.

12.7 If the Customer complains of a defect, and if it proves that there is no defect, then the customer must reimburse the associated costs incurred by the Supplier on the basis of the Supplier´s prices applicable at all times, cf. The separate delivery agreement.

13. LIMITATION OF LIABILITY

13.1 The Supplier’s liability does not cover (a) defects arising from installation, repair or development made by anyone other than the Supplier or as a result of the Customer’s use of the Service in connection with third party hardware/software that directly or indirectly affects the functioning of the Service, (b) errors arising out of changes or interventions in the Service done by the Customer, or use of the Service in any manner other than as prescribed by the Supplier, (c) errors arising from the Customer’s lack of training, as a result of the use of the Deliveries in a manner other than as prescribed in the documentation provided or good IT practice or as a result of negligence on the part of the Customer, his staff or third parties, and (d) failure to meet needs or requests for functionality not expressly and unambiguously described in the Agreement.

13.2 The Supplier is not responsible for indirect losses, consequential damages, damages caused by IT virus, operational loss, internal time spent by the Customer, loss of data and costs for their re-establishment as well as loss of profits and other business losses, whether or not this is due to the Supplier’s negligence.

13.3 The Supplier may not under any circumstances incur total liability and/or be charged for any matter that exceeds the Customer’s total Remuneration under the Agreement for a period of 12 months prior to the date on which the claim is made.

13.4 The Supplier assumes responsibility for the product solely in accordance with the mandatory law applicable at all times. The Supplier assumes no product liability beyond that.

13.5 The Supplier’s responsibility for defects in third party equipment/software includes only receiving the Customer’s fault reporting and reporting the fault to the manufacturer or his local representative without undue delay. In addition, the Supplier assumes no responsibility.

14. USE RIGHTS FOR SOFTWARE AND DOCUMENTATION

14.1 Both Parties retain any intellectual property rights that existed prior to the conclusion of the Agreement.

14.2 Customer´s software, including third-part software provided by the customer.

14.2.1 With effect from the conclusion of the Agreement, the Customer grants the Supplier a fixed, non-exclusive, royalty-free and non-transferable right to use the software that the Customer entrusts to the Supplier at all times as part of the Delivery. The right of use includes only use necessary for the fulfillment of the Agreement and terminates upon termination of the Agreement

14.3 The Suppliers software

14.3.1 With effect from the conclusion of the Agreement, the Supplier grants the Customer a non-exclusive and non-transferable right of use for the software included in the Delivery. The right of use only covers the Customer’s internal use and terminates upon termination of the Agreement.

14.3.2 Upon termination of agreed Deliveries, for whatever reason, the Customer must immediately cease any use and delete all copies of Supplier’s software and remove them from the Customer’s systems

14.4 Specially developed customer-specific software

14.4.1 Software specially developed for the Customer under the Agreement, including documentation, user manuals, etc., is made available to the Customer in the form of an unlimited, non-exclusive and non-transferable right of use.

14.5 Violations of Third Part Rights

14.5.1 The parties are each responsible for having the necessary rights to use third party software or make the software in question available to the other Party as provided for in the Agreement.

14.5.2 If a third party raises a claim against a Party alleging infringement as a result of the Party’s use or provision of software under the Agreement, the Party shall notify the other Party in writing if the other Party has used or made available the software in question. The Party that has or should have obtained the rights to the software in question will then take over the case and all related costs and is liable in all respects to indemnify the other Party for any direct loss in the proceedings, including costs of counsel, costs, damages and reimbursement that may be awarded to a claimant.

14.6 Rights to documentation etc.

14.6.1 The Supplier retains all intellectual property rights to its documentation, tools and methods prepared by or made available to the Customer as the basis for the execution of the Delivery under the Agreement.

14.6.2 The Customer acquires an unlimited right of use for any description and documentation of the Customer’s own systems and business processes that the Supplier has prepared under the Agreement. The Customer thus has unlimited right to use, change, transfer, create versions of such reports, specifications, recommendations, diagrams and other customer-specific descriptions of the Customer’s systems and business processes that may be drawn up under the Agreement. The right of use also applies after the termination of the Agreement.

15. AGREEMENT PERIOD AND EXPIRY

15.1 Termination

15.1.1 Any parties’ access to terminate the Agreement is set out in the Agreement.

15.2 Repeal

15.2.1 Cancellation of the Agreement, in whole or in part, may only be done in accordance with this clause 15.2.

15.2.2 If the Agreement is materially breached and such material breach is not remedied not later than 30 days from the non-defaulting Party’s written notice (or such later date where remediation is made possible by the non-defaulting Party), the non-defaulting Party is entitled to terminate the Agreement for the future (ex nunc) with the restrictions provided by the Agreement.

15.2.3 If there are only significant defects in parts of the Delivery, the Agreement can only be terminated for the future (ex nunc) in respect of the defective or defective parts, unless the defect is of such a nature that the applicability of the total Delivery is substantially reduced.

15.2.4 Payment default is considered a material breach of the entire Agreement.

15.2.5 If the Customer goes bankrupt, suspends his payments, begins reconstruction or opens a bargain, the Supplier is entitled to terminate the Agreement if the estate does not within eight days of being called for by the Supplier declares to enter into the Agreement.

16.FORCE MAJEURE

16.1 The parties are not responsible for matters that the parties could not have anticipated at the conclusion of the Agreement, including strikes, hacker attacks, viruses, lockouts and other matters which, under Danish law, fall within the concept of force majeure.

17. DATA AND SECURITY

17.1 The Customer retains all rights to its own data, regardless of how these may be included in the Delivery.

17.2 The Customer is responsible for the processing of the Customer’s data in accordance with the personal data law applicable at all times, as well as other applicable legislation. The Customer indemnifies the Supplier for any and all claims in this connection.

17.3 To the extent that the Supplier processes personal data on behalf of the Customer, the Supplier acts solely on the instructions of the Customer. In this case, the Parties must enter into a data processing agreement on the Supplier’s standard terms.

17.4 The Customer is responsible for the proper backup of the Customer’s data, unless a separate agreement about this has been made.

18. CONFIDENTIALITY

18.1 Both Parties are obliged to observe complete confidentiality regarding any publication, information, and documentation, etc. concerning the other Party in any respect to which it is obtained, in connection with this Agreement. This provision shall apply irrespective of the termination of the Agreement.

19. TRANSFER OF RIGHTS

19.1 The Parties may assign rights and obligations under this Agreement to third parties only with the written consent of the other Party.

19.2 Notwithstanding clause 19.1, however, each Party is entitled to transfer the rights and obligations under this Agreement to another company in the same group as the transferred Party. In this case, the transferring Party continues to be liable for its fulfillment.

20. LAW AND JURISDICTION

20.1 This Agreement is governed by Danish law, with the exception of Danish private law rules, which may lead to other law than Danish law.

20.2 Any dispute regarding this Agreement shall be settled by the ordinary courts of the Supplier’s jurisdiction.

SECTION II – SPECIAL TERMS FOR HARDWARE

21. RESALE AND ADVANCE BILLING

21.1 If the Delivery contains hardware, this will only be done by the Supplier’s resale from the manufacturer. The customer thus obtains only the right which is stated in the conditions, including regarding the rights of use, limitations of liability and changes made by the manufacturer. In addition, the supplier assumes no responsibility for hardware.

21.2 Unless otherwise specified in the separate delivery agreement, the Supplier is entitled to pre-invoice for the delivery of hardware. The supplier’s purchase of hardware from the manufacturer thus only occurs when an invoice for the supply of hardware has been paid by the Customer.

SECTION III – SPECIAL TERMS FOR PROJECTS

22. DELIVERY PLAN

22.1 If the Parties have prepared a schedule for the execution of the Delivery, this is specified in the separate delivery agreement. The parties must adhere to the schedule. The schedule describes on an overall level the planned activities and the expected time intervals to be set aside for the implementation of the Delivery.

22.2 The Supplier is responsible for updating the schedule should the Parties agree to any changes.

22.3 The parties can agree that a detailed resource-divided time and activity plan must always be available for the next 4 weeks with specific names. An updated version of the time and activity schedule must be available to both the Customer and the Supplier, which the Supplier must ensure.

22.4 With written notice of at least 10 working days, the Parties have the right to postpone three times after discussion with the other Party a time limit set in the plan. Postponing a time limit will at the same time include one or more subsequent deadlines with up to the same whole number of working days. The parties’ right under this provision may not exceed a total deferral of up to 60 working days.

23. FULLFILLMENT OF AGREED SERVICES

23.1 A takeover test is only carried out when this has been specifically agreed upon.

23.2 The deliveries are taken over by commissioning when the Supplier submits a demand to do so, or by a takeover test where such is specified in the separate delivery agreement.

23.3 Where property rights, rights of use and other rights under the Agreement are to be transferred to the Customer as part of the establishment and implementation of the Delivery, these will be transferred to the Customer in accordance with the Customer’s effective payment thereof.

24. TEST AND APPROVAL

24.1 If a formalized takeover test is carried out as part of the Delivery, this will be stated in the separate delivery agreement. In this case, the agreement will include a plan for this, stating the Parties’ tasks and responsibilities.

24.2 In any case, a take-over test must be completed before a possible commissioning date. From the time the Delivery is commissioned / used for daily business purposes, an agreed approval period of 10 working days commences.

24.3 During the approval period, the Customer must carefully examine whether the Delivery complies with the agreed terms in normal operation.

24.4 All errors detected during the approval period must be reported without delay and proper documentation must be enclosed. The supplier is justified and obliged to remedy the errors found during the approval period in accordance with the guidelines for such remedy.

24.5 On the first working day after the end of the approval period, the Customer must notify the Supplier whether the Delivery is approved. If this notification is not received within the agreed deadline, the Delivery shall be deemed to have been approved. The first working day after the end of the approval period must then be considered to be the Delivery Date.

24.6 If the Customer intends to reject the Delivery, the Customer must, within the same time limit, submit in writing and document the conditions that impede approval. The customer cannot refuse to accept the Delivery unless significant deficiencies are identified.

24.7 If the Supplier approves an objection, it will rectify the issue without undue delay. The supplier must notify the Customer in writing when the conditions have been rectified or a temporary solution can be provided. The Customer is then entitled to a reasonable period within which the conditions which prevented the approval of the Delivery will be tested again. If the Customer continues to believe that the Delivery cannot be approved, the procedure is repeated until remediation has taken place.

24.8 The first working day, after the Delivery has been approved or should have been approved in accordance with the above, is then considered the Delivery Time.

25. ALTERATION

25.1 The parties are entitled to make changes to agreed requirements for specifications, including terms and conditions, delivery date, price and performance, etc. (“Changes”) under the conditions specified in this section.

25.2 Any customary and anticipated adjustments and iterations that are made as part of the use of the agreed methods and tools to establish a solution to fulfill the agreed requirements relevant to the Customer are not Changes, but ordinary project compliance activities. to comply with the requirements of the Agreement. This assumes that such adjustments and iterations do not impose an additional resource cost on the Supplier.

25.3 An agreement on Changes can only be made by reimbursing the other party’s additional costs hereby and in addition accepting the consequences of the change request regarding schedule etc. In addition, changes always require the other Party’s prior consent.

25.4 As far as possible, the Parties shall endeavor to comply with a Request for Change. The Party wishing to make Amendments shall promptly notify the other in writing, which shall then notify in writing within five working days of receipt of the request whether the Change may be complied with. If this is the case, the Supplier will as soon as possible present an estimate of the additional costs as well as the other consequences arising from the Change. The parties must give written notice within 5 working days of receipt of the statement, if the changes are to be implemented on the outlined terms.

25.5 The Supplier shall, by agreement, maintain a common Change log containing all relevant documentation regarding Changes, including dated change requests and solutions, and incorporate the Changes to the Agreement.

25.6 Regardless of whether a Change request is accepted, the Supplier may demand payment for the preparation of a Change statement, cf. 25.4. This payment must be calculated according to time spent and at the prevailing prices for similar work, cf. the separate delivery agreement.

SECTION IV – SPECIAL TERMS FOR CONSULTANT SERVICES

26. GENERAL

26.1 Consultancy services are provided as a professional service in accordance with the Parties Agreement and the Supplier shall not provide a specific result. The delivery must be delivered in accordance with good IT practice. The delivery is considered to be delivered when the Supplier has spent time on the service.

26.2 The Supplier shall, at the time of the Delivery, use qualified resources for the implementation of the Agreement.

26.3 The Parties shall seek to ensure continuity of the resources used in the implementation of the Agreement. However, the parties may, where necessary, replace resources, including named resources allocated to the Agreement, with other similar resources.

27. USE RIGHTS FOR CONSULTANT PRODUCES

27.1 Upon effective payment, the Customer is granted a right of use for the result of the Supplier’s efforts, as described in section 14.4.

27.2 To the extent that the exercise of the right of use requires the Supplier’s participation in addition to as specified as part of the Delivery, this is a separately payable time allowance.

SECTION V – SPECIAL TERMS FOR HOSTING SERVICES

28. AVAILABILITY

28.1 Unless otherwise agreed in the separate delivery agreement, the Supplier does not guarantee that the Delivery will meet specific service objectives, but strives to maintain as high an uptime for the Delivery as possible.

28.2 The delivery is usually available around the clock. However, service windows will appear where Delivery will be temporarily unavailable. Service windows aim to be planned for the weekends or otherwise outside general business hours.

28.3 The Supplier is not responsible for any inaccessibility attributable to defects and deficiencies in third party software or services provided by third parties as part of the performance of the agreed Delivery.

29. ANALYTIC FASE

29.1 If the Parties have agreed on an analysis phase prior to the Delivery, this is specified in the separate delivery agreement. Unless otherwise agreed, cf. the separate delivery agreement, the analysis work is not covered by the Remuneration, but is delivered as an independent project or as consultancy services.

29.2 The Customer must loyally assist the Supplier with its investigations in connection with the analysis work, including providing access to the Customer’s systems and networks as necessary.

29.3 The supplier reviews the available information and assesses whether the information provided is sufficient or whether additional information is needed. The Supplier must notify the Customer if further information is needed. The Customer must faithfully disclose all relevant matters and provide the Supplier with access to relevant information for use by the Supplier’s verification.

29.4 The Supplier prepares an analysis report which forms the basis for determining the terms of the Delivery. The performance of an analysis does not limit the Customer’s liability for obligations in the Agreement, including these Terms of Delivery.

29.5 If the Parties do not reach agreement on the terms of the Agreement on the basis of the completed analysis within 4 weeks of the submission of the analysis report, the Customer may choose to notify the Supplier that it does not wish to enter into an agreement on the Delivery against paying the Supplier for its time consumption and incurred costs during the analysis.

30. SERVICE DELIVERY

30.1 The Supplier must prepare an activity and schedule plan for the Customer’s commissioning of agreed Deliverables where a transition period has been agreed upon.

30.2 The activity and schedule plan must include the activities specified in the separate delivery agreement, stating who is responsible for the task. At the Supplier’s request, the Customer shall participate in this to a reasonable extent free of charge, including in tests etc.

30.3 The supplier’s payment for carrying out activities during the transition period is specified in the separate delivery agreement. If nothing is agreed upon, all services will be delivered on time and at current list prices.

30.4 The customer’s delinquency powers in the event of a delay are stated in cl. 11th

30.5 If a formal process regarding testing and commissioning has been agreed upon, this is described in the separate delivery agreement. Otherwise, delivery is considered to have occurred when the Supplier commences delivery of the hosting services.

31. TRANSFER OF EMPLOYEES

31.1 The Delivery contains no obligation on the Supplier to take over the Customer’s employees.

32. THIRD PARTY CONTRACTS

32.1 The Supplier takes over from the day the Supplier commences the Delivery, solely the administration of the positively stated contracts for license, lease, maintenance, etc., which are specified in the separate delivery agreement. The customer remains a contracting party to these contracts. The customer covers expenses under such contracts, such as current expenses for licensing and maintenance.

32.2 The supplier must ensure that the contracts are complied with and must properly address any breach of contract with third parties. The Supplier is not responsible for any third party’s breach of the managing contracts, unless this breach is due to defects in the Supplier’s administration of the contract in question.

33. SUPPLIER SOFTWARE AND EQUIPMENT

33.1 Where the Supplier is responsible for the operation of the Customer’s software on the Supplier’s own equipment, the Supplier is entitled to replace such used equipment without the Customer’s acceptance.

33.2 Similarly, the Supplier may replace and/or upgrade the Supplier’s software used in connection with the Delivery to the Customer.

34. EXPIRATION SERVICES

34.1 Irrespective of the reason for the entire or partial termination of the Agreement, the Supplier must contribute in good and fair manner in connection with the termination of the Delivery with the Supplier and for any transfer to the Customer or to a third party designated by the Customer.

34.2 The supplier receives separate remuneration for his termination assistance. The remuneration is based on time spent.

34.3 Upon termination of the Agreement, the Customer may require the Supplier to provide all the Customer’s data, including all logs and other data generated in connection with the Agreement.

34.4 Upon termination of the Agreement, the Supplier may not keep copies of the Customer’s data without the Customer’s approval. The Customer must be notified with a notice of 5 working days before the Supplier deletes copies of the Customer’s data.

34.5 The supplier’s deletion of the Customer’s data must comply with the rules of the Personal Data Act regarding effective deletion of personal data. The Supplier shall, at Customer’s request, confirm in writing that all Customer data has been deleted in accordance with the terms of the Agreement.

General Pricing

Add-on pricing

* All prices are listed excluding taxes and VAT. Hourly rates are charged in 15-minute periods.