Terms & Conditions Oraco Tech March 11, 2022

Terms and conditions

General terms and conditions

General conditions regarding Dubex’ supplies for any customer (hereinafter referred to as the Buyer):

1. Definitions

1.1 Dubex Business Hours
Dubex’ regular Business Hours are Monday to Friday, 9.00 to 17.00, excluding Danish national holidays, December 24th and December 31st.

1.2 Dubex Workdays
Monday to Friday excluding Danish national holidays, December 24th and December 31st.

2. Extent

Unless otherwise specified in written form, these terms and conditions apply to the sales of Dubex A/S’ (hereinafter referred to as Dubex) software and hardware products together with support agreements, Managed Service-, consultancy and project services to the Buyer.

3. Orders

Offers are only binding in writing and in the therein-mentioned period of time. Unless otherwise stated, the offer is valid for 14 days from its date. No order shall be binding for Dubex until accepted by Dubex in writing. The details in Dubex’ order confirmation is effective, unless the Buyer submits a demurrer in writing no later than 3 Dubex Workdays after the receipt of the confirmation of order.

4. Prices and payment

All prices are listed in Danish kroner exclusive of VAT and freight unless otherwise stated. All discounts (campaign and/or upgrading discounts) are specified and subject to confirmation from the respective suppliers. The standard terms of payment are 14 days net cash from the date of invoice unless otherwise agreed with the Buyer.

5. Software and hardware products

5.1 DELIVERY 

Dubex always strives to meet the Buyer’s delivery requirements. Unless Dubex has undertaken an expressed guarantee (by the use of the word “guarantee”), the delivery date in Dubex’ order confirmation is approximate. If the delivery is delayed by more than 30 days, the Buyer has the right to repudiate the order. The delivery takes place when the products have been shipped from Dubex (when the goods have been transferred to the carrier) or, if applicable, when the product has been shipped directly from a third-party country to the Buyer (when the goods have been transferred to the carrier). In the event of software products, which are electronically delivered, the delivery is considered to have taken place when the software, the license certificate or the license key has been shipped from Dubex. 3 

5.2 EXPOSURE AND OWNERSHIP 

The risk of loss and damage of products will pass from Dubex to the Buyer upon delivery. Dubex reserves the right of ownership of sold and delivered goods and services until Dubex has received the agreed payment. 

5.3 DEFECTS AND WARRANTY 

5.3.1 CONTROL AND REGISTRATION 

The Buyer must always control the products carefully immediately after delivery, including an examination and test of the products to detect possible defects that can be discovered at delivery. In the event of defective products, the Buyer must immediately – and within 7 days after delivery – inform Dubex of such defects. If the Buyer does not report a defect to Dubex within the given time limit, the Buyer loses the right to make any claims regarding the defect. 

5.3.2 SOFTWARE PRODUCTS 

In relation to software products, Dubex must replace defective data media such as disc, tape, CD-ROM or similar media within 30 days from the delivery date. Dubex will not provide any other remedies regarding the defect, and unless otherwise agreed in writing, Dubex will not assume responsibility for the software, including its suitability for a specific purpose or the use of the product without interruption or errors. In such cases, the supplier’s licensing conditions will be the ones available for the Buyer. If the supplier and the Buyer have entered into a maintenance agreement through Dubex in relation to the Buyer’s purchase of a software product, such an agreement will solely be an affair between the supplier and the Buyer, and the Buyer is not entitled to set up a claim against Dubex in this regard. 

5.3.3 WARRANTY PERIOD 

The warranty period on a product is solely defined by the warranty period that has been given to Dubex by the original supplier. 

This period can be extended by the purchase of maintenance and support agreements. 

5.3.4 DELIMITATION 

The above-mentioned warranty: 

(i) does not apply for defects due to wrong or inadequate maintenance from the Buyer, unauthorized modification, incorrect use, operation beyond the specifications for the product, misuse, negligence, accidents, loss or damage while in transit, wrong preparation or unauthorized maintenance or repair. 

(ii) is the only warranty provided by Dubex to the Buyer. 

(iii) can only be used if Dubex has received a written default notice together with the defective product within the warranty period. 

5.3.5 REDRESS 

Dubex is obliged and entitled to redress the above mentioned types of flaws and deficiencies free of charge in the warranty period, either by repairs or by replacement of units and/or components depending on Dubex’ estimate. In the event that Dubex has not taken remedial 4 

action or depending on Dubex’ estimate replaced the product within a reasonable time, the Buyer is entitled to a refund of the purchase price if the products are returned to Dubex. 

5.3.6 THE BUYER’S EXPENSES 

The Buyer will hold its own expenses concerning a return to Dubex. 

5.4 INVOICING 

Invoicing takes place according to the following guidelines. 

Products from suppliers, such as hardware and software components and hosted services, will be invoiced on delivery. 

6. Managed services, consultancy and project services plus support agreements

6.1 PAYMENT 

In addition to potential fixed payments, e.g. in connection with support agreements, Dubex is eligible for payment for the performances mentioned below. 

6.1.1 CONSULTANCY SERVICES 

Consultancy services, whether rendered at Buyer’s address or from Dubex, will be invoiced based on time. Time spent will be charged per started half hour unless otherwise agreed with the Buyer. 

Consultancy services delivered by Dubex without visiting the Buyer’s address (off-site assistance) will be invoiced a minimum of a half hour if the client has a support agreement and a minimum of one hour if the client does not have a support agreement. 

Consultancy services delivered by a visit at the Buyer’s address (on-site assistance) will be invoiced a minimum of one hour if the client has a support agreement and a minimum of two hours for other clients. Time spent on transportation will be added in both cases. 

Consultancy services delivered as acute support outside Dubex Business hours will be invoiced a minimum of three hours with the addition of overtime, regardless of whether the service is delivered on-site or off-site. 

If the Customer cancels a Consulting Services booking later than 3 Dubex workdays before agreed time of delivery, Dubex is entitled to invoice the Customer the time booked (e.g. a booking on Thursday at 10:00AM may not be cancelled later than Monday same week within Dubex Business hours). 

6.1.2 OVERTIME HOURS 

If the Buyer wants a task or part of a project to be done outside of Dubex Business hours, an additional 100% of the present hourly rate will be invoiced for the hours used. 

Performance of projects with overtime charges must be prearranged with the Buyer. If there is a change from normal rates to overtime rates during the performance of a task, the Buyer 5 

must (unless otherwise agreed) be informed about this and must be offered the opportunity to get the project finished at some other time within Dubex Business hours. 

6.1.3 TRAVEL EXPENSES AND COMMUTING COSTS 

Upon delivery of consulting services on the Customer’s premises (on-site assistance) the time spent on transport from Dubex to Customer and return from Customer to Dubex is billed. This settlement covers all costs both time spend, vehicle operating costs and any bridge, road and parking charges. Elapsed transportation time is included in the total billing of time spent on the assignment. Dubex is not entitled to overtime fee of time spend on transport, unless agreed with the buyer in advance. 

Transport time is determined as the optimum (fastest possible) transport determined via a route planner without regard to other traffic rounded up to the nearest half hour, though a minimum of half an hour. Unless otherwise agreed, travel time is calculated to and from the nearest Dubex office and in case services are delivered from another Dubex office any further settlement of transport must be agreed in advance. 

Travel abroad and to Danish areas that can only be reached by ferry, boat or plane, are invoiced with the actual costs and the elapsed time. Such travel must be approved by the Customer beforehand. 

6.1.4 SUPPORT, PAYMENT 

Support tasks which are normally covered under the support agreement will always be invoiced if they, in agreement with Customer, are performed outside of Dubex Business hours pursuant to clause 6.1.1 and 6.1.2 

6.2 INVOICING 

Invoicing is subject to the following guidelines. 

6.2.1 MANAGED SERVICES 

The costs for a Managed Service agreement will be invoiced for the entire period when the agreement is entered into or renewed. Paid costs cannot be refunded. 

6.2.2 VENDOR MAINTENANCE COSTS 

The fixed cost regarding a support agreement normally contains two elements: A maintenance agreement with one or more suppliers and a support agreement with Dubex. 

The cost for a maintenance agreement will be invoiced for the entire period when the agreement is entered into or renewed. Paid costs cannot be refunded. This also applies if the equipment or software is lost or withdrawn from service. 

If the vendor does not offer direct end customer support, support must be purchased separately either as a Dubex Support agreement or based on time used as described in clause 6.1.1 6 

6.2.3 DUBEX SUPPORT COSTS AND QUANTITY DISCOUNT 

Costs for Dubex support services, which are part of a support agreement, will be invoiced for the entire period when the agreement is entered or renewed. 

6.2.4 CONSULTANCY SERVICES 

Services delivered on an hourly basis will be invoiced monthly or quarterly at Dubex’ discretion, unless otherwise expressly agreed with the Customer. 

Monthly invoicing takes place at the end of the month. Services delivered e.g. between January 20 and February 20 are invoiced by the end of February. 

A report on the hours spent is sent with the invoice. 

6.3 REPORTING, CONSULTANCY PROJECTS 

Reporting on completed projects and the hours spent will be done in connection with invoicing or at an agreed-upon interval. The report will be delivered as an extraction from Dubex’ time recording system. 

6.4 PRICE REGULATION OF HOURLY RATES AND OTHER CHARGES 

Without further notice, Dubex is entitled to regulate rates and other charges under the net consumer-price index from Danmarks Statistik (as appears from https://www.dst.dk/da/ Statistik/emner/forbrugerpriser/nettoprisindeks) effective from January 1st every year. A revised regulation will be based on the consumer-price index used in the prior regulation. Dubex is entitled to use another similar index if the consumer-price index ceases to exist. 

Any other regulation must be announced in writing with a minimum three-month notice or be communicated relating to a renewal. 

7. Conveyance and termination

7.1 CONVEYANCE 

Dubex-agreements can only be conveyed by the Buyer to a third part after written acceptance (by letter or e-mail) from Dubex. This does not apply to conveyance to a company or organization owned by or which owns the Buyer with more than 50 %, as the right for approval from the involved suppliers is reserved. 

Dubex is not allowed to convey or in any other way transfer rights or obligations under such an agreement with a third party without prior consent by letter or e-mail from the Buyer. Consent cannot be refused without relevant reason. Dubex is free to convey the rights and obligations to another company in the concern Dubex belongs to. 

7.2 TERMINATION 

An agreement cannot be terminated during its period of validity. Paid costs cannot be refunded. 

8. General conditions

8.1 RESPONSIBILITY, OPERATING LOSS 

Dubex is not liable to pay compensation for the Buyer’s possible losses, such as operating or production losses, loss of data, injury to objects, loss of earnings or other indirect losses. 

The parties are mutually obliged to let themselves be summoned to the court, which deals with claims made against one of them because of an injury allegedly caused by the delivery of support. The relationship between the parties shall always be as described in Section 8.9. 

The restrictions in Dubex’ responsibility does not apply if Dubex or one of Dubex’ employees is guilty of gross negligence or has acted intentionally. 

Dubex shall in no event pay compensation for loss of profit, production or goodwill, loss or pollution of data or any other indirect losses or consequential damages whether arising from delay, supply of defective goods or services or otherwise, including non-contractual compensation. 

8.2 CONFIDENTIALITY 

All of the parties and their employees are subject to confidentiality during and after the agreement period. This includes any matter they should learn about pertaining the other part or third party in relation to the agreement, as well as cases where confidentiality is required or is described by the other part in regards to the nature of the case. This does not apply to generally accessible information or if disclosure happens in the consequence of legislation. None of the parties are allowed to use such information to the detriment of the other part or third party. 

8.3 DATA HANDLING 

It can be necessary to transfer data from the Buyer’s system to Dubex in relation to support activities, troubleshooting or consultancy projects. When entering into such agreements the Buyer gives permission for Dubex to transfer, use and store the Buyer’s data. Data transferred from the Buyer’s systems to Dubex remains the Buyer’s property. 

Dubex shall store and handle such data in an appropriate way and must delete data that is no longer required for completion of the specific job. In pursuance of ISO 27001, sensitive data such as passwords will only be kept in encrypted form and access to the data will be registered. Dubex is also obligated to delete the Buyer’s data when these are no longer necessary for investigations. 

In connection with handling support cases for the Buyer, it can be necessary to escalate the problem solving to a supplier and in that context forward customer data to the supplier for analysis. One such transfer is covered by such agreements. 

8.4 LEGALITY 

In the event that Dubex is asked by Danish police or another public authority to cooperate in the given authority’s investigations of activities, Dubex is entitled to assist this authority with such investigation. In the event of illegal activities, the Buyer is obliged to indemnify Dubex for any claims for compensation. 8 

8.5 FORCE MAJEURE 

Force Majeure covers events of a particular nature (e.g. war or natural disasters) which are beyond the control of the Party, and which the Party should not have taken into consideration prior to the conclusion of the agreement or should have been avoided or overcome. Conditions at a subcontractor are considered Force Majeure only if there is a barrier for the subcontractor covered by the first sentence, which Dubex should not have predicted, avoided or overcome. 

If one of the Parties wishes to invoke Force Majeure, they must give written notice without undue delay, but no later than five working days after the Force Majeure Event has occurred. Simultaneously, an indication is given of the expected duration of the Force Majeure Event. Force Majeure may be invoked only if the Party affected by Force Majeure has given written notice to the other Party as stated above. Delay caused by the Force Majeure event can only be applied to the maximum number of working days in which the Force Majeure Event lasts. 

If a Force Majeure Event persists for more than three months or if the Force Majeure Event is of such a nature or duration that the final performance of the agreement may be considered impossible, the other Party is entitled to terminate the agreement for the future. None of the Parties may claim losses because of this event. 

8.6 SUBCONTRACTORS 

Dubex is entitled to make use of subcontractors to carry out parts of the agreement in that Dubex still bears the full responsibility under the agreed terms. 

8.7 MARKETING 

Dubex shall be entitled to record the Customer’s name and describe the Customer’s use of the product(s) or service(s) included in this Agreement in customer and product lists on Dubex’ web site and in related written material. Any description of the Customer’s security solution may not include detailed information that could be abused by a third party. 

8.8 BREACH 

In the event that one of the parties commits a material breach on the obligations under this agreement or in the event of bankruptcy, liquidation or suspension of payment, any of the parties are entitled to revoke the contract with immediate effect and demand any possible outstanding. 

In the default of punctual payment, and if the Buyer has not paid within 10 days after a demand has been made by Dubex, Dubex is entitled to revoke the contract with immediate effect and demand any possible outstanding. 

8.9 GOVERNING LAW AND VENUE 

The validity, construction and performance of the Agreement and any rights and obligations of the parties shall be governed by Danish law. 

Any disputes, controversies or claims that may arise between the parties shall initially be sought settled by amicable negotiations. Provided that no result is obtained within 14 (fourteen) calendar days after the invocation of this provision, the negotiations shall upon request by either party be referred to the senior management of the parties. 9 

In the event that no solution is reached within 30 (thirty) calendar days after a party has referred the matter to the senior management of the parties, the dispute may, upon request by either party, be settled by arbitration in accordance with the Rules of Procedure of the Danish Institute of Arbitration (Danish Arbitration). The Arbitration Tribunal shall be composed of three Arbitrators. Each party appoints an Arbitrator and the Institute appoints the Chairman of the Arbitration Tribunal. If a party has not appointed an Arbitrator no later than 30 (thirty) calendar days of having respectively requested or received notice of the arbitration such Arbitrator is appointed by the Institute. The place of arbitration shall be Copenhagen. The language of the arbitration shall be Danish. 

The arbitrations, including without limitation to statements and submissions made by the parties and decisions, rulings and awards made by the Danish Institute of Arbitration or the arbitral tribunal shall be treated as Confidential Information. 

General terms and conditions
17-01-2019