Sales and Delivery Terms

§1 GENERAL

1. The following general terms of sale and delivery apply to all offers, order confirmations, sales and deliveries made by Mornings ApS – including the associated brands Morningtrain and Morningbound – with CVR number 33362749 (hereinafter referred to as Mornings).
2. Together with offers, data processing agreements, order confirmations and other written agreements issued by Mornings, the terms constitute the complete agreement basis regarding Mornings’ sale and delivery of services and products to the Buyer.
3. Amendments and supplements to the agreement basis are only valid if Mornings and the Buyer have agreed to them in writing.
   

§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. After this, the agreement cannot be cancelled, changed or postponed by the Buyer without written acceptance from Mornings, and then only against payment of incurred costs, cf. the terms in §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 mandate to approve offers, orders and deliveries, it is the Buyer’s responsibility to appoint a separate person (employed by the Buyer) with this mandate. Mornings is not responsible for the Buyer’s acceptance being made with the correct mandate.
   

§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, Mornings charges 2% per commenced month in interest.
6. In the event of non-payment despite reminders, Mornings is entitled to withdraw the Buyer’s right to use the delivered product without notice.
7. Unless otherwise agreed in writing, the delivery is paid in three installments: Installment 1 (40% of the agreement price) is paid by the Buyer upon acceptance of the agreement. Installment 2 (40% of the agreement price) is paid by the Buyer when the delivery is fully developed and ready for testing at the Buyer. Installment 3 (20% of the agreement price) is paid by the Buyer upon final delivery (see definition of final delivery in §5 para. 1).
   

§4 CONFIDENTIALITY

1. To the extent that it is necessary to perform the services, the Buyer must give Mornings access to personal data. The detailed terms for the provision and handling of personal data are regulated by the data processing agreement.
2. All employees of Mornings are contractually subject to a duty of confidentiality, so that non-publicly available information provided in connection with the Buyer’s project is not passed on to outside third parties without written acceptance from the Buyer.
3. The collaboration also obliges the Buyer to ensure that non-publicly available information about Mornings, which the Buyer may come into possession of, is not passed on to outside third parties without written acceptance from Mornings.
   

§5 DELIVERY TIME AND DELIVERY

1. Final delivery of the Buyer’s product takes place in one of the following events: a. 14 days after the product is put live b. 60 days after the Buyer’s test period has started c. 60 days without the Buyer’s reaction to Mornings’ inquiries
2. Delivery takes place at the time agreed with the Buyer, unless the aforementioned reservation in item 4 applies.
3. If a delivery time has not been agreed, delivery takes place when Mornings’ work is finished.
4. The delivery date is only valid to the extent that the Buyer lives up to its agreed deliveries and that the Buyer is available to answer clarifications. If a delay is due to the Buyer’s lack of delivery or availability, Mornings will inform about a new delivery date after the Buyer’s delivery has been delivered or has answered a clarification. It should be noted that a delivery date is expected to be delayed more than twice the delay for the Buyer’s delivery or response to clarification.
5. If the agreed delivery date is exceeded by more than 60 days, the Buyer has the option to cancel the part of the agreement that is affected by the delay. This does not apply if there are obstacles that can be attributed to the Buyer’s circumstances, and Mornings has made the Buyer aware of it.
6. After final delivery of the product, Mornings is no longer responsible for maintaining the delivered product, unless otherwise agreed.
7. After final delivery of the product, Mornings is not responsible for rectifying errors or omissions as part of the original delivery. Software requires maintenance, and functions can 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 rectifying major errors, deviations or omissions, which Mornings is not reasonably responsible for or could have avoided, the Customer will be invoiced according to the agreed hourly rate.
10. If the Buyer could reasonably make Mornings aware of an error, omission or deviation in good time before a delivery, and the Buyer has not done so, and the missing action is significant for the scope of the rectification, the Customer will be invoiced according to 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. Mornings has the right to reuse general parts of code and material made in connection with the service internally or for other customer projects. As a starting point, Mornings does not have the right to copy larger functionality to a directly competing product or service.
3. The Buyer can at any time have data, code and material that the buyer has rights to and that Mornings has, handed over by written request to Mornings. It may take up to 30 days before delivery, as data, code and material must be transferred in a reasonable and responsible manner. Mornings is not obliged to keep data, code and material after final delivery.
4. The Buyer guarantees that all text, graphics, images, designs, trademarks or other content transferred to Mornings 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 Mornings has been able to avoid a consequence or have averted it, Mornings is not liable for full or partial delay or non-fulfillment of the agreement as a result of force majeure, including war, rebellion, strike, lockout, blockade, seizure, fire, theft, unusual natural conditions, pandemic/epidemic or similar.
   

§9 RESPONSIBILITY

1. Mornings ensures that the delivery is carried out in accordance with good IT practice, including by using well-proven design methods, quality standards, programming languages, program development tools and online marketing tools. Mornings also ensures that the delivery is otherwise carried out in accordance with what has been agreed. In addition, Mornings ensures that the delivery is carried out to the best of its ability to meet the Buyer’s needs within the budget and time frame, as Mornings has understood the need and described it in the offer.
2. Mornings does not assume responsibility for errors or omissions that have arisen due to incorrect or incomplete operation, accidental events, changes in third-party software and APIs or other similar circumstances.
3. Mornings is not responsible for loss of profit, loss of production, lost revenue, expected savings, loss or contamination of data as well as indirect loss or consequential damage.
4. Mornings also does not have product liability outside the rules of the Product Liability Act.
5. Mornings is not responsible for loss and damage as a result of technical errors, including breakdowns of or lack of access to Mornings and Mornings’ suppliers’ servers, damage to data as a result of communication problems in the technical systems, failure in power supply or telecommunications systems.
6. Mornings is not responsible for breakdowns or impact on information on the website as a result of force majeure events including war, rebellion, strike, lockout, blockade, seizure, fire, theft, unusual natural conditions, pandemic/epidemic or similar.
7. Mornings’ total liability to the Buyer is limited to an amount corresponding to the contract’s total nominal value.
8. Mornings is not responsible for the delivered product complying with legislation or standards, unless otherwise agreed.

§10 CANCELLATION TERMS

1. The following cancellation terms apply to Mornings’ 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 optimization work on development projects can be terminated from day to day, but where there is still a settlement 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 settled by a Danish court in the jurisdiction where Mornings’ head office is located.