VonBjerring GmbH has the property right and all intellectual property rights to software developed by VonBjerring GmbH, business concepts etc. as well as written material, including documentation, training material and reports and operational reporting, prepared by VonBjerring GmbH. This applies to both current and future versions of the above.
The customer cannot transfer his rights and obligations under the agreement without the consent of VonBjerring GmbH. VonBjerring GmbH is entitled to transfer its rights and obligations to a wholly or partially owned subsidiary. In that case, VonBjerring GmbH guarantees the subsidiary's fulfillment of the agreement.
VonBjerring GmbH reserves the right to use subcontractors and hire external consultants to fulfill its obligations.
Defect rights can be asserted for 3 months after delivery, after which complaints can no longer be made about defects in the delivered goods. However, VonBjerring GmbH is entitled at any time to carry out rectification and/or redelivery free of charge. In case of properly completed remediation and/or redelivery, the customer cannot assert other rights as a result of defects. A proportionate reduction in the price is only granted in the case of significant defects which VonBjerring GmbH chooses not to remedy by remedying and/or redelivery. Should it exceptionally prove necessary, VonBjerring GmbH can, with a notice of 5 working days, postpone a delivery by up to 20 working days, without this being considered a delay or default in a delivery. Outstanding payments older than 30 days are considered breach of the contract and will give VonBjerring GmbH the right to compensation corresponding to the amount of the remaining term of the contract (years/months) with the last invoiced number of users pr. month. Example: Client has 52 users on the latest invoice. Remaining term is 16 months equals 52 users multiplied by 16 months multiplied but agreed price pr. user pr. month.
VonBjerring GmbH is only obliged to compensate the customer for losses that are a consequence of a significant deficiency in a delivery or other significant default on the part of VonBjerring GmbH. VonBjerring GmbH's liability for damages only includes the customer's direct losses, whereas indirect losses and consequential damages, including operating losses, increased operating expenses, lost profit or expenses in connection with loss of data, internal time and costs for external consultants are not compensated. VonBjerring GmbH is not liable for damages if the delay or lack of a delivery is due to delays or deteriorated connections in the communication infrastructure for which VonBjerring GmbH is not responsible, or delayed or missing deliveries from research companies or foreign suppliers, who are not subject to VonBjerring GmbH's instructions and whose services are a prerequisite for VonBjerring GmbH's delivery. VonBjerring GmbH is also not liable for damages incurred by the customer or third parties as a result of the customer's use of results from the delivery. VonBjerring GmbH's total liability for compensation, including fines, is a maximum of the contract sum for the delivery that gave rise to the loss, but no more than DKK 250,000. For ongoing services, the contract sum is calculated as the payments in the past 12 months from the customer's notification to VonBjerring GmbH. a maximum of the contract sum relating to the delivery that gave rise to the loss, but no more than DKK 250,000. For ongoing services, the contract sum is calculated as the payments in the past 12 months from the customer's notification to VonBjerring GmbH. a maximum of the contract sum relating to the delivery that gave rise to the loss, but no more than DKK 250,000. For ongoing services, the contract sum is calculated as the payments in the past 12 months from the customer's notification to VonBjerring GmbH.
VonBjerring GmbH is responsible for product damage caused by VonBjerring GmbH deliveries. However, VonBjerring GmbH is not responsible for indirect losses and consequential damages, including operating losses, increased operating expenses, lost profit or expenses in connection with loss of data, as well as damage. Where the delivery is made on real property or movable property. Cloudpro 's liability in connection with product damage is also subject to the amount limitation specified in §6. If a third party makes a claim against VonBjerring GmbH or the customer for liability in accordance with this provision, the other party must be notified immediately.
The parties' obligations under the agreement are postponed by force majeure, by which is understood adultery that is beyond the parties' control, including strikes, and which the parties should not have taken into account when concluding the agreement. An internal strike at VonBjerring GmbH that significantly affects VonBjerring GmbH 's ability to comply with its obligations is considered force majeure. Conditions with VonBjerring GmbH subcontractors, which result in VonBjerring GmbH being unable to fulfill its obligations towards the customer, and which cannot be overcome without disproportionately large costs for VonBjerring GmbH, are also considered force majeure. Force majeure can at most be asserted for the number of days that the force majeure situation lasts. If a deadline for VonBjerring GmbH is postponed due to force majeure, payments linked to it are postponed, corresponding. Force majeure can only be invoked if the party in question has given written notice of this to the other party no later than 10 working days after the force majeure has occurred. The party that is not affected by the force majeure situation is entitled to cancel the delivery affected by force majeure, if significant parts of the delivery are not carried out for more than 60 days.
VonBjerring GmbH guarantees that in countries within the EU or countries covered by the EEA agreement, the USA and Canada there are no third-party rights in relation to the delivery that could hinder or make the customer's use thereof more expensive. If a case is notified and/or brought against the customer alleging infringement of third party rights, the customer is obliged to immediately give VonBjerring GmbH written notice of this. VonBjerring GmbH then takes over the management of the case. VonBjerring GmbH can choose, at its own expense, to obtain the right for the customer to continue to use the delivery or to bring the infringement to an end by fully or partially changing or replacing the agreed delivery with an equivalent delivery that does not infringe the rights of third parties. If VonBjerring GmbH changes or replaces the agreed delivery, the customer cannot assert rights of default or compensation claims, but is instead entitled to terminate the agreement with 6 months' notice, regardless of the agreed non-cancellability. VonBjerring GmbH is entitled to terminate the agreement without notice if VonBjerring GmbH does not consider any of the above options financially sound.
VonBjerring GmbH staff observes unconditional silence with regard to information regarding the customer's situation and, to the extent necessary, imposes corresponding obligations on subcontractors and others who assist VonBjerring GmbH with the delivery. The customer is subject to corresponding obligations with regard to information about the delivery, including information about the contractual and financial conditions as well as information about VonBjerring GmbH's conditions. VonBjerring GmbH is entitled to use the customer as a reference when this is done in general terms and without obligations for the customer. Page 4 of 2
The contract cannot be canceled by the customer for 36 months. If the agreement is to be terminated, VonBjerring GmbH will be replaced with the remaining months' revenue on the agreement with the average of the last 3 months' number of users. After the termination of the contractual relationship, the provisions which by their nature must be given validity, such as § 10, continue to apply.
The agreement is subject to Swiss law. All disputes must, as far as possible, be resolved between the parties amicably. Each of the parties can request that an impartial mediator be involved, if a possible dispute cannot be resolved by the parties alone. The mediator can, in the absence of agreement otherwise, be appointed by the Swiss Conciliation Board. The cost of the mediator is borne directly by the parties requesting the mediator's assistance. The final cost to the mediator is borne by the party that the mediator determines bears the primary responsibility for the cause of the conflict. If a conflict is not resolved through mediation, each of the parties can bring the case before the Swiss Arbitration Institute (St. Gallen Arbitration) for decision in accordance with the rules for handling cases at the institute.
1st March 2023