Sales and Delivery Terms

§1 GENERAL

1. The following general terms and conditions of sale and delivery apply to all offers, order confirmations, sales and deliveries made by Morningtrain ApS, CVR no. 33362749 (hereinafter referred to as Morningtrain).
2. Together with the offer, data processing agreement, order confirmation and other written agreements issued by Morningtrain, these terms constitute the entire contractual basis for Morningtrain’s sale and delivery of services and products to the Buyer.
3. Changes and additions to the contractual basis are only valid if agreed in writing by Morningtrain and the Buyer.
   

§2 OFFER, ORDER AND ACCEPTANCE

1. Only written offers and agreements/minutes are binding.
2. Offers are valid for 14 days after the date the offer is dated or submitted, unless otherwise stated in the offer.
3. A purchase is final when the Buyer has accepted the offer in writing. Thereafter, the agreement cannot be cancelled, amended or postponed by the Buyer without Morningtrain’s written consent, and then only against payment of incurred costs in accordance with the terms in Section 10.
4. If the Buyer is of the opinion that the information in a received order confirmation or the terms in these terms of sale and delivery are in conflict with the agreement entered into, the Buyer must immediately complain in writing.
5. The Buyer must appoint one contact person (employed by the Buyer) who is responsible for the collaboration.
6. If the contact person does not have the authority to approve offers, orders and deliveries, it is the Buyer’s responsibility to appoint a separate person (employed by the Buyer) with such authority. Morningtrain is not responsible for ensuring that the Buyer’s acceptance has been made with the correct authority.
   

§3 PRICES AND TERMS OF PAYMENT

1. All prices are excl. VAT.
2. Driving in connection with the performance of the agreement is reimbursed by the Buyer at the rates determined by the state at any time, unless otherwise agreed in writing.
3. Expenses for the purchase of software licenses or other items that are necessary in direct connection with the performance of the service are reimbursed by the customer at cost price plus a handling fee of 10%, unless otherwise agreed in writing.
4. Payment deadline is 8 days net.
5. In the event of late payment, Morningtrain will charge interest of 2% per commenced month.
6. In the event of non-payment despite a demand for payment, Morningtrain is entitled, without notice, to revoke the Buyer’s right to use the delivered product.
7. Unless otherwise agreed in writing, payment for the delivery is made in three instalments:
   Instalment 1 (40% of the contract price) is paid by the Buyer upon acceptance of the agreement.
   Instalment 2 (40% of the contract price) is paid by the Buyer when the delivery has been fully developed and is ready for testing by the Buyer.
8. Instalment 3 (20% of the contract price) is paid by the Buyer upon final delivery (see the definition of final delivery in Section 5(1)).
   

§4 CONFIDENTIALITY

1. To the extent necessary to perform the services, the Buyer must grant Morningtrain access to personal data. The detailed terms for the provision and handling of personal data are governed by the data processing agreement.
2. All employees of Morningtrain are contractually bound by confidentiality, so that non-public information provided in connection with the Buyer’s project is not disclosed to external third parties without the Buyer’s written consent.
3. The cooperation likewise obliges the Buyer not to disclose non-public information about Morningtrain that the Buyer may obtain to external third parties without Morningtrain’s written consent.
   

§5 DELIVERY TIME AND DELIVERY

1. Final delivery of the Buyer’s product occurs upon one of the following events:
   1. 14 days after the product has gone live
   1. 60 days after the Buyer’s test period has commenced
2. Delivery takes place at the time agreed with the Buyer, unless the reservation stated in item IV applies.
3. If no delivery time has been agreed, delivery takes place when Morningtrain’s work is completed.
4. The delivery date is only valid to the extent that the Buyer fulfils its agreed deliveries and is available to respond to clarifications. If a delay is due to the Buyer’s failure to deliver or lack of availability, Morningtrain will inform the Buyer of a new delivery date after the Buyer’s delivery has been provided or a clarification has been answered. Please note that it should be expected that a delivery date will be delayed by more than twice the length of the delay in the Buyer’s delivery or response to a clarification.
5. If the agreed delivery date is exceeded by more than 60 days, the Buyer may cancel the part of the agreement affected by the delay. This does not apply if the obstacles are attributable to the Buyer’s circumstances and Morningtrain has made the Buyer aware of this.
6. After final delivery of the product, Morningtrain is no longer responsible for maintenance of the delivered product, unless otherwise agreed.
7. After final delivery of the product, Morningtrain is not responsible for remedying errors or defects as part of the original delivery. Software requires maintenance, and functionality may be affected by third-party updates or changes.
8. The Buyer has 14 days after the product is put live to complain about errors, deviations or omissions. After this, the product is considered finally delivered.
9. When remedying major errors, deviations or defects that Morningtrain is not reasonably at fault for or could not have avoided, the Customer will be invoiced at the agreed hourly rate.
10. If the Buyer could reasonably have made Morningtrain aware of an error, defect or deviation well in advance of a delivery, and the Buyer has not done so, and this omission affects the scope of the remedy, the Customer will be invoiced at the agreed hourly rate.
    

§6 PROPERTY RIGHTS

1. When the entire agreement price has been paid, all rights to the final product pass to the Buyer, unless otherwise agreed.
2. Morningtrain has the right to reuse general parts of code and material created in connection with the service internally or for other customer projects. As a general rule, Morningtrain is not entitled to copy substantial functionality into a directly competing product or service.
3. At any time, the Buyer may request delivery of data, code and material to which the Buyer has rights and which Morningtrain holds, by written request to Morningtrain. Delivery may take up to 30 days, as data, code and material must be transferred in a reasonable and responsible manner. Morningtrain is not obliged to retain data, code and material after final delivery.
4. The Buyer warrants that all text, graphics, images, design, trademarks or other content transferred to Morningtrain for use in the product is owned by the Buyer, or that the Buyer has permission from the rightful owner to use it.
   

§7 SUPPORT

1. Support takes place via e-mail and is answered as far as possible within 24 hours outside holiday periods. Unless otherwise agreed, the Buyer will be invoiced according to the agreed hourly rate.
   

§8 FORCE MAJEURE

1. Unless Morningtrain could have avoided a consequence or prevented it, Morningtrain is not liable for any delay or non-performance of the agreement, in whole or in part, due to force majeure, including war, insurrection, strike, lockout, blockade, seizure, fire, theft, extraordinary natural conditions, pandemic/epidemic or similar.
   

§9 RESPONSIBILITY

1. Morningtrain ensures that the delivery is carried out in accordance with good IT practice, including by using proven design methods, quality standards, programming languages, software development tools and online marketing tools. Morningtrain also ensures that the delivery is otherwise carried out in accordance with what has been agreed. Furthermore, Morningtrain ensures that the delivery is performed to the best of its ability to meet the Buyer’s needs within the budget and timeframe, as Morningtrain has understood the need and described it in the offer.
2. Morningtrain assumes no liability for errors or defects that have arisen due to incorrect or inadequate operation, accidental events, changes in third parties’ software and APIs, or other similar circumstances.
3. Morningtrain is not liable for loss of profit, loss of production, loss of revenue, expected savings, loss or corruption of data, or indirect loss or consequential damages.
4. Morningtrain also has no product liability beyond the rules of the Product Liability Act.
5. Morningtrain is not liable for loss and damage resulting from technical faults, including outages of or lack of access to Morningtrain’s and Morningtrain’s suppliers’ servers, damage to data due to communication problems in the technical systems, failure of power supply or telecommunications systems.
6. Morningtrain is not liable for outages or impact on information on the website due to force majeure events, including war, insurrection, strike, lockout, blockade, seizure, fire, theft, extraordinary natural conditions, pandemic/epidemic or similar.
7. Morningtrain’s total aggregate liability towards the Buyer is limited to an amount corresponding to the total contract value.
8. Morningtrain is not responsible for ensuring that the delivered product complies with legislation or standards, unless otherwise agreed.

§10 CANCELLATION TERMS

1. The following termination terms apply to Morningtrain’s various services.
2. Our online marketing collaborations can be terminated with the current month + 1 month’s notice.
3. Our development projects cannot be terminated once this has been accepted and is ongoing, unless both parties wish to terminate the collaboration. In this case, the Customer will be invoiced for the time spent at the joint termination time.
4. Our ongoing maintenance and optimisation work on development projects may be terminated with immediate effect, but payment will still be due for ongoing and completed tasks that have not yet been invoiced.
5. Hosting, security updates and service agreements can be terminated with current + 3 months’ notice.
   

§11 APPLICABLE LAW AND VENUE

1. The agreement is in all respects subject to Danish law.
2. Any dispute that may arise in connection with the agreement must be decided by a Danish court in the judicial district where Morningtrain is located.