PRIVACY AND TERMS
General conditions for cooperation
These terms apply to all agreements entered into between MIQ and our customers. Unless otherwise agreed in writing between the Customer and MIQ, these terms apply to MIQ’s offer, sale and delivery of MIQ’s services to the Customer, including hourly services, hosting, computer equipment, software, etc.
1. RESPONSIBILITY FOR COOPERATION
The customer and MIQ each appoint a person responsible for the collaboration; that is, persons empowered to enter into legally binding agreements between the parties.
2. AGREED BENEFITS
2.1. All agreements between the Customer and MIQ must be in writing and at least contain a definition of what MIQ must deliver, the conditions for this, when and at what price. MIQ is the ‘pen guide’ regarding the agreement, which is sent to the Customer. MIQ only initiates the delivery, including any system development, once the Customer has approved the agreement.
2.2. If one of the parties wishes to amend (including extend) the agreement, and the parties can agree on this, supplements are established to the agreement, including new deadlines and prices. The customer also pays MIQ for any work performed that cannot be used after the agreement is changed.
3. OBLIGATIONS OF THE PARTIES
3.1. It is the responsibility of each of the parties loyally to fulfill the agreement and to comply with the terms contained therein, including to demonstrate the flexibility and willingness to cooperate required for the proper execution of the delivery.
3.2. MIQ must make qualified resources available for the performance of the delivery, and MIQ is at any time entitled to replace resources, including named resources allocated to the agreement, with other similar resources.
3.3. The customer agrees to contribute the resources necessary for MIQ’s fulfillment of agreements entered into. The customer is at all times obliged to, (a) provide MIQ with the necessary cooperation in the execution of the delivery, (b) make qualified resources available to MIQ (relevant training and competence to make decisions), (c) provide relevant staff to available to MIQ, (d) ensure the IT environment that MIQ’s employees work in / with, so that there is no risk of loss or damage to the Customer’s IT systems and data, (e) ensure that sufficient backup has been taken (data and software), before (and after) MIQ’s employees gain access to Customer’s data. It may be agreed in advance that MIQ performs backups, (f) have the necessary licensing rights in connection with MIQ’s deliveries, and (g) have the necessary security measures in place in order to avoid and minimize damage to the Customer’s IT systems, including security against virus attacks.
4. PRICES AND TERMS OF PAYMENT
4.1. The prices in the offer and order confirmation are without VAT, possibly. shipping, installation and insurance, unless otherwise stated. Changes in exchange rates, taxes, insurance, shipping and purchasing costs allow MIQ to adjust prices.
4.2. If prices are not specified in the agreement, MIQ’s list prices at the time of invoicing apply.
MIQ is entitled to invoice when agreements have been entered into and / or when delivery has taken place, in accordance with the agreement entered into.
4.3. If necessary, it can be agreed that tasks are performed outside normal working hours. Such tasks are remunerated with a supplement to the hourly rate, cf. the price list for MIQ services in force at the time of invoicing.
4.4. To the extent that the Customer requests MIQ’s physical presence outside MIQ’s own workplace, MIQ is entitled to coverage for any expenses, including transport, transport time, consumption and accommodation. The outlay is invoiced according to time spent / actual costs, regardless of whether the task is carried out as an hourly benefit or as a fixed price. Travel time is invoiced according to elapsed time, cf. the price list for MIQ’s services in force at the time of invoicing.
4.5. MIQ does not prepare documentation and guidance for hourly / fixed price based services and the result thereof, unless this has been agreed and specified in the agreement.
4.6. Standard payment term is net 8 days from invoice date.
4.7. In the event of late payment, MIQ is entitled to charge interest from the due date at 1.5% per annum. month. In the event of non-payment, MIQ is also entitled to suspend and withhold the delivery or parts thereof and / or by written notice to the Customer to terminate the agreement in whole or in part. If the MIQ terminates the agreement, MIQ is entitled to compensation for documented losses caused by the Customer’s default.
4.8. Unless otherwise stated in the agreement, MIQ is entitled to invoice the Customer for the hourly services performed on the basis of the actual time spent. In this connection, MIQ must continuously prepare appropriate documentation for the scope of the delivered hourly services in the form of timesheets or the like.
4.9. Tasks where neither the Customer nor MIQ have the opportunity to assess the scope can be carried out according to estimates. This means that a framework is set for MIQ’s hourly consumption, etc.
4.10. When 80% of the agreed hours have been consumed and the task is not expected to be completed within the agreed framework, MIQ will contact the Customer in writing to agree on the further course.
4.11. If, on that basis, the Customer wishes the work to be stopped, this must be notified immediately in writing to MIQ, in which case the Customer pays only for hourly services performed and for the delivery delivered to the Customer until MIQ’s receipt of the request to stop delivery.
4.12. Documentation for MIQ’s hourly consumption, as well as invoicing thereof, is done according to the same guidelines as for hourly benefits.
4.13. According to the price list for MIQ’s services, a cut card is a prepayment containing a discount for hourly services, where consumption is documented to the Customer in the same way as hourly services.
4.14. A fixed price is based on the information and descriptions contained in the agreement, and if MIQ subsequently becomes aware of matters which must be deemed to have an impact on MIQ’s assessment of the delivery, and which MIQ itself should not have been aware of, MIQ can notify the Customer of the consequences of this information for the agreed price. If, on that basis, the Customer wishes the work to be stopped, this must be notified immediately in writing to MIQ, in which case the Customer pays only for hourly services performed and for the equipment / software provided to the Customer until MIQ receives the request to stop. delivery
5. SUBSCRIPTION TERMS
5.1. Subscription at MIQ includes a hosting service in Denmark, approved by the IT Audit from which MIQ manages the Customer’s data.
5.2. If the Customer fails to pay MIQ due invoice, MIQ has the right to stop its services, including access to data during the hosting service. The customer will then be offered to have data deleted and returned, after MIQ’s receipt of overdue invoices.
6. DELIVERY AND DELIVERY TIME
6.1. Agreed delivery deadlines are stated in the agreement with the Customer. Partial deliveries can take place.
6.2. Delivery is considered to have taken place when the service from MIQ has been made available to the Customer online, and MIQ can, with reference to the agreement entered into, account for fulfillment of the agreement. The customer must not unreasonably oppose delivery, but can accept delivery with a request for any reasonable corrections of errors (if any), which MIQ must rectify insofar as it is within the agreed functionality of the delivery.
6.3. For hourly services, delivery takes place on an ongoing basis as the hourly services are performed by MIQ. If no pre-agreed programming is to be performed, delivery is considered to have taken place when MIQ notifies the Customer that the specially developed software is ready for testing, and / or when the Customer has received the specially developed software or otherwise gained access to it.
7. DELAY AND POSTPONATION OF WORKERS
7.1. If one of the parties realizes that there will be a delay in the fulfillment of the party’s obligations under the agreement, the party must notify the other party in writing without undue delay and with at least 2 days’ notice. It is then incumbent on the parties to seek the delay and any harmful effects of the delay as limited as possible.
7.2. In the event of the Customer’s delay, MIQ, regardless of whether MIQ requires a postponement of set delivery times, is entitled to claim any additional costs covered, as a result of MIQ’s resources for delivery not being able to be utilized optimally. Furthermore, MIQ may decide that agreed payments by the originally set times are due, regardless of the tasks, phases, milestones and tests, etc. that were to trigger the payments have not yet been completed.
8. ESPECIALLY REGARDING SOFTWARE
8.1. If it appears from the agreement or from the terms and conditions that follow a software product provided under the agreement that the use of the software is subject to additional conditions, such as license conditions, the Customer is obliged to familiarize himself with such terms and respect these. This also applies to software delivered on an open source platform.
8.2. Content in the terms and conditions regarding use rights and rectification of errors takes precedence over the content of these general delivery terms.
8.3. The customer also agrees to comply with Danish law in force at any time for dealing with software that is protected by the Copyright Act.
8.4. Standard Software: Insofar as MIQ’s performance involves the use of existing standard software, the Customer obtains a limited, non-exclusive and non-transferable right to use any supplied standard software internally in the Customer’s company and in accordance with the applicable license terms for the standard software.
8.5. Individual software: Should MIQ develop software under the agreement, including possibly preparing or providing associated documentation, user manuals or the like, the ownership and copyright of the software and the associated material MIQ. As a consequence, MIQ is free to dispose of this, including deciding to implement such development work in the standard solutions for which MIQ otherwise issues licenses.
8.5.1. The customer obtains an indefinite, non-exclusive, non-transferable right to use the software in the legal entity that has acquired the right to do so and to the number of users specified in the agreement. The right of use may be conditional on the maintenance of maintenance agreements.
8.5.2. Software to be developed by MIQ must be developed and programmed according to the guidelines and specifications agreed between the parties. MIQ is solely responsible for ensuring that the software meets the specifications that follow from the agreement, and MIQ assumes no responsibility for integration options, etc., unless this is specified in the agreement. MIQ assumes no obligations regarding the maintenance of specially programmed software. If the Customer wishes the development to be documented, this must be stated separately in the agreement.
8.5.3. It is up to the Customer, at his own expense, to carry out proper testing of the software in a test environment at the Customer, which corresponds to the operating environment in which the result of MIQ’s development must subsequently be put into operation. This is to limit any consequences of errors in delivery.
8.5.4. If the Customer chooses, at a later date, to install new releases / versions of the standard programs with which the individual software is developed for use, it is the Customer’s own responsibility to ensure the continued integration and functionality, and MIQ does not guarantee that the individual software can work with later releases and versions of standard programs.
9. ESPECIALLY REGARDING HOUR BENEFITS
9.1. If MIQ, in connection with the performance of hourly services, gains access to the Customer’s IT systems, the Customer must, before the work is initiated, ensure that MIQ is made aware in writing of any security regulations or other guidelines that may apply to access to the Customer’s IT systems.
9.2. If the work is to be carried out at the Customer’s, MIQ expects the Customer to make the premises and workplace available to the extent necessary. The Customer hereby ensures that all necessary rights exist in connection with MIQ’s employees’ access to the Customer’s IT systems.
9.3. MIQ’s consultants must observe the usual duty of confidentiality in relation to the information that is gained insight into when performing the work. Any stricter duty of confidentiality must follow from a separate agreement.
9.4. MIQ disclaims any responsibility for losses and damages that arise in connection with MIQ making consultants available for tasks where the overall management of the execution of the task is managed by the Customer or a third party.
10. COMMON HOSTING
10.1. MIQ has the right to operate several customers in separate databases hosted on the same server. Only MIQ has access to system administration including user maintenance, setup of applications, installation, relocation, update of fixes, upgrade of installation and program changes, 3rd party applications etc. MIQ carries out the tasks, cf. the guidelines for software and hourly services.
11. INDIVIDUAL HOSTING
11.1. The customer can in rare cases maintain their own data on their own server, and in that case has the full responsibility, including that;
11.1.1. The customer, his helpers and possibly MIQ have access to system administration if required. MIQ can offer support for this, including user maintenance, setup of applications, installation, relocation, update of fixes, upgrades, installation of program changes, 3rd party applications, etc.
11.1.2. MIQ is not responsible for the system, and the tasks are carried out in accordance with the guidelines for software and hourly services, without responsibility for MIQ.
12. COMPLAINTS AND LIABILITY
12.1. If MIQ’s delivery is encumbered with defects or deficiencies, which means that the delivered does not live up to the agreed specifications in the agreement, and where there are not only insignificant deviations, the Customer must, if the Customer wishes to invoke the error or defect, complain in in accordance with the following.
12.1.1. Hourly benefits: The customer must without undue delay check the result of an hourly benefit and immediately report any deficiencies to MIQ in writing. Complaints must in any case be received by MIQ no later than one month after the performance of the hourly service. For testing of delivered software, the Customer is obliged to provide test specifications and test data.
12.1.2. MIQ must begin rectifying deficiencies within a reasonable time after receiving a satisfactory complaint from the Customer. If remedy is impossible due to the nature of the service, or MIQ deems that remedy is not possible within a reasonable time and financial framework, MIQ may instead, for a full and final decision, grant the Customer a proportionate reduction in the price of the defective hourly service or refund the consideration. for the defective hourly benefit if this due to deficiencies is useless to the Customer.
12.1.3. The customer may, if the deficiencies are significant, terminate the agreement ex nunc and demand compensation with the limitations that follow from these general terms and conditions, as well as any terms and conditions associated with delivered software.
12.2. Hardware and standard software: The absolute complaint period for hardware and standard software expires 12 months after the time of delivery, and the complaint presupposes that the Customer has fulfilled its general duty to investigate in accordance with the general rules of Danish law. Complaints against MIQ must be made in writing immediately following this investigation. Otherwise, the complaint will be inadmissible.
12.2.1. MIQ decides whether to remedy a defect by remedying or re-delivering the defective or defective unit.
12.2.2. According to MIQ’s assessment, remediation can take place at the Customer or MIQ / a service point designated by MIQ. In the latter case, the Customer is responsible for transport to and from MIQ / service point at his own expense and risk.
12.3. Remediation takes place within MIQ’s normal working hours, and on request, representatives from the Customer must be available during MIQ’s work.
12.4. If MIQ does not initiate redress of a defect within a reasonable time (minimum 20 working days), the Customer may be entitled to a proportionate refusal in accordance with the general rules of Danish law. In addition, the Customer may terminate the agreement in the event of a material defect, and provided that this has not been remedied within 20 working days after the defective equipment or software has been made available to MIQ. In such cases, the Customer may also claim compensation for the limitations that follow from these general terms and conditions, as well as any terms and conditions associated with the supplied software.
12.5. If there are only significant defects in parts of the delivery, the Customer can only terminate the agreement with regard to the defective or defective parts, unless the defect is of such a nature that the applicability of the total delivery is significantly reduced.
12.6. MIQ’s limited liability for third party products is set out in section 16 on ‘Limitation of Liability’.
13. CUSTOMER'S LIABILITY FOR DEFICIENCY CLAIMS
13.1. The customer’s responsibility for defect claims. If the Customer has notified a relationship in writing as a defect, and it turns out that there is no defect, the Customer must reimburse the expenses that MIQ may have had in that context. The compensation is determined on the basis of MIQ’s current price list for services rendered, etc.
14. LIMITATION OF LIABILITY
14.1. MIQ has product liability in accordance with the applicable mandatory legislation in this regard at all times.
14.2. MIQ’s liability and liability under this Agreement does not include (a) defects arising from installation by anyone other than MIQ or from Customer’s use of the Products in connection with other accessories / software that directly or indirectly affects the products’ operation, ( (b) defects arising from changes or interventions in the Products that have not occurred in accordance with MIQ’s written instructions; provided documentation or in the event of negligence on the part of the Customer, its staff or third parties, and (d) failure to meet needs or desires for functionality that are not expressly and unambiguously described in the parties’ agreement.
14.3. MIQ is not responsible for defects in equipment, software or hosting services, etc., which MIQ has not provided to the Customer.
14.4. MIQ is not liable for indirect losses, consequential damages, damages caused by IT virus, operating losses, loss of data and costs for their re-establishment as well as loss of profit and other business losses, regardless of cause.
15. DATA PROTECTION GENERAL
MIQ provides services in accordance with applicable data protection laws.
16. PERSONAL DATA PROTECTION (GDPR)
16.2. Categories of data subjects, types of personal data and processing activities that are part of MIQ’s processing of personal data on behalf of the Customer in order to provide services.
16.3. MIQ’s processing of personal data may relate to the following categories: the Customer, employees of the Customer, the Customer’s own customers. MIQ’s processing of personal data may relate to the following types: name, address, telephone number, e-mail, position, login name, PIN code, photo, bank account number, gender, civil registration number.
16.4. The personal data may be subject to the following basic processing: registration, storage, search and deletion.
16.5. Technical and organizational security measures: MIQ is responsible for implementing the necessary technical and organizational measures to ensure an appropriate level of security.
16.6. The measures must be implemented taking into account the current technical level, the implementation costs and the treatment nature, scope, composition and purpose in question, as well as risks of varying probability and seriousness for the rights and freedoms of natural persons. MIQ takes i.a. the category of personal data taken into account in determining these measures.
16.7. MIQ implements the appropriate technical and organizational measures in such a way that the processing of personal data meets the requirements of the data protection legislation in force at any given time.
16.8. Employee relations: MIQ ensures that its employees who process personal data have committed themselves to confidentiality or are subject to an appropriate statutory duty of confidentiality. MIQ ensures that access to the personal information is limited to those employees for whom it is necessary to process personal information in order to fulfill the obligations to the Customer in accordance with the Agreement. MIQ ensures that employees who process personal information for the Customer only process this in accordance with the Instructions.
16.9. Security breach: MIQ notifies the Customer without undue delay of any breach of personal data security that could potentially lead to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to the personal data processed for the Customer.
In addition, MIQ shall assist the Customer in ensuring compliance with the Customer’s obligations to (i) document any breach of personal data security, (ii) report any breach of personal data security to the competent supervisory authority (ies) and (iii) notify the data subjects of such breaches of personal data security, all in accordance with Articles 33 and 34 of the Data Protection Regulation
17. SUBDATA PROCESSORS
17.1. MIQ may make use of third parties for the processing of personal data for the Customer (“Sub-data processor”). MIQ is directly responsible for the Sub-Data Processor’s processing of personal data in the same way as was processed by MIQ itself. The customer is entitled to full insight into data processing agreements that MIQ maintains with its subcontractors
18. FORCE MAJEURE
18.1. Neither party is liable for a breach if the breach is due to circumstances which the parties at the conclusion of the agreement should not have anticipated, including strikes and lockouts and other matters which under Danish law are covered by the concept of force majeure.
This agreement is subject to Danish law, and disputes must be settled at MIQ’s home in Kolding district.