These Terms of Sale and Delivery (the “Terms”) apply to all agreements between TRUSTZONE A/S – VAT no.: DK27984479 (“TRUSTZONE”) and business customers (“the Customer”) (and jointly the “Parties”) on the sale and delivery of products and related services to business customers.
2. Contractual basis
2.1 Contractual basis
The terms together with the Customer’s accepted offer constitute the entire contractual basis for TRUSTZONE’s sales and delivery of products and related services to the Customer (the “Contractual basis”). The terms are considered accepted upon the conclusion of the agreement by the Parties.
2.2 Amendments and additions
Amendments and additions to the Contractual basis are only valid if the Parties have agreed to them in writing.
2.3 Legal status
The Customer must immediately notify TRUSTZONE if the Customer changes their legal entity status, is subject to bankruptcy or restructuring or voluntary liquidation.
3. Products and services
Products sold and delivered by TRUSTZONE to the Customer comply with Danish law at the point of delivery.
Related services sold and delivered by TRUSTZONE to the Customer in connection with sale and delivery of products comply with Danish law at the point of delivery.
Certificates issued by GlobalSign sold and delivered by TRUSTZONE to the Customer, follow GlobalSign’s Certificate Policy, which can be found at https://www.globalsign.com/en/repository.
Certificates issued by InfoCert sold and delivered by TRUSTZONE to the Customer, follow InfoCert’s Certificate Policy & Certificate Practice Statement https://infocert.it/documentation/.
3.4 Limitation of liability
Products and related services sold and delivered by TRUSTZONE to the Customer are intended for encryption of connections, integrity protection of software, document authentication, etc. Notwithstanding any opposed conditions in an accepted offer, TRUSTZONE will under no circumstances be held liable for any loss or damage attributable to use for any other purpose. The Customer must indemnify TRUSTZONE to the extent that TRUSTZONE may incur liability to third parties for such loss or damage. See also clause 10.
4. Price and payment
The price for products and related services follows TRUSTZONE’s current price at the time when TRUSTZONE confirms the Customer’s order, unless the Parties have agreed otherwise in writing. All prices are excl. VAT, which is therefore added to the price in accordance with applicable rules.
The Customer must pay all invoices for products or related services no later than eight days after the order is invoiced unless the Parties have agreed otherwise in writing.
The Customer is not entitled to offset in any claims against TRUSTZONE that are not recognised in writing by TRUSTZONE, just as the Customer is only entitled to withhold all or part of amounts due on the basis of complaints, if TRUSTZONE has agreed in writing.
5. Late payment
If the Customer fails to pay an invoice for products and/or related services in a timely manner for reasons for which TRUSTZONE is not responsible, TRUSTZONE is entitled to charge default interest in accordance with applicable Danish law.
If the Customer fails to pay an overdue invoice for products and/or related services within 10 days of receiving a written request for payment from TRUSTZONE, TRUSTZONE has in addition to interest according to clause 5.1. the right to: (i) revoke products and/or related services to which the delay relates, (ii) cancel the sale of products and/or related services not yet delivered to the Customer, or demand prepayment thereof, and/or (iii) claim other remedies for breach of contract.
6. Offers, orders and order confirmations
TRUSTZONE’s offer is valid for 10 days from the date the offer is dated, unless otherwise stated in the offer. Acceptance of offers received by TRUSTZONE after the expiry of the acceptance period will not be binding on TRUSTZONE unless TRUSTZONE notifies the Customer otherwise.
6.2 Inconsistent terms
If TRUSTZONE’s confirmation of an order for products or related services does not comply with the Customer’s order or the Contractual basis and the Customer does not wish to accept the inconsistent terms, the Customer must notify TRUSTZONE in writing within 2 working days of receipt of the order confirmation. Otherwise, the Customer is bound by the order confirmation.
TRUSTZONE delivers all sold products digitally. Delivery of a product is considered to have taken place when the product has been sent electronically to the e-mail address provided by the Customer.
7.2 Delivery time
TRUSTZONE delivers all sold products and related services within the time set forth in the order confirmation.
8. Delayed delivery
8.1 Delivery time
Stated delivery times are only indicative, and TRUSTZONE therefore assumes no responsibility for non-compliance with such indicative delivery times.
If TRUSTZONE expects a delay in the delivery of products or related services, TRUSTZONE informs the Customer thereof and at the same time informs the reason for the delay and new expected delivery time.
If TRUSTZONE, without notice, has failed to deliver products or related services within 2 days of the agreed delivery time for reasons for which the Customer is not responsible, and delivery does not take place within a reasonable deadline of at least 8 days, the Customer may cancel the order or orders affected by the delay without notice in writing to TRUSTZONE. The customer has no other rights in connection with delayed deliveries.
TRUSTZONE guarantees that products and related services are free from material defects within the service life of the product. In the event that one or more products are subject to material defects, TRUSTZONE will exchange these for a defect-free solution or provide a refund of the price paid to the Customer, cf. sections 9.4 and 9.5, respectively.
TRUSTZONE’s warranty does not cover errors or defects caused by (a) installation or use in violation of TRUSTZONE’s instructions or general practice, and (b) other matters for which TRUSTZONE is not responsible.
If the Customer discovers an error or defect during the service life of the product that the Customer wishes to invoke, it must be notified in writing to TRUSTZONE. If an error or defect that the Customer discovers or should have discovered is not immediately notified in writing to TRUSTZONE, it cannot be claimed later. The Customer must provide TRUSTZONE with the information about a notified error or defect requested by TRUSTZONE.
Within a reasonable time after TRUSTZONE has notified the Customer as to whether an error or defect is covered by TRUSTZONE’s liability for defects, TRUSTZONE will remedy the error or defect.
If TRUSTZONE fails to remedy an error or defect covered by the liability for defects within a reasonable time of TRUSTZONE notifying the Customer pursuant to clause 9.3, for reasons for which the Customer is not responsible and the error or defect has not been rectified within a reasonable period of at least 8 days after the Customer has complained to TRUSTZONE, the Customer may cancel the order or orders that are affected by the error or defect without notice in writing to TRUSTZONE. The Customer has no other rights in connection with errors or defects in products or related services other than those stated in clause 9.
10. Disclaimers and Limitation of Liability
TRUSTZONE is liable for damages in compliance with the general rules of Danish law, subject to disclaimers and limitation of liability stipulated below.
TRUSTZONE is solely liable for what is delivered by TRUSTZONE in accordance with the agreement. TRUSTZONE is not liable for damages, delays, non-fulfilment or other conditions, if these conditions are wholly or partly due to (a) the Customer’s negligence or non-compliance with the agreement entered into between the Parties, including the General Terms of Sale and Delivery, (b) the Customer’s other business partners or their conditions, (c) Customer’s improper use of the product delivered or use that deviates from the intended, (d) viruses, hacking, spyware, Trojan horses or other conditions arising from sources other than TRUSTZONE, (e) unforeseen events and (f) losses that may be covered by insurance policies taken out by the Customer or in favour of the Customer.
Trustzone can never be held liable for the Customer’s or third parties’ indirect loss or consequential damages, including, but not limited to, loss of business opportunities and goodwill, operating loss, profit loss, loss of data or loss due to data recovery, damage to other software or loss such as a result of restoration/replacement of other software.
10.2 Limitation of liability
Liability for damages against TRUSTZONE, including claims based on the product liability rules, may never exceed the amount invoiced by TRUSTZONE to the Customer for the product in question or related service delivery. If a trade relationship between the Parties consists of the provision of, for example, software as a service in relation to the product in question, these matters are regarded as two different services in relation to the above-mentioned limitation of liability. Any liability for damages arising from a part of an agreed delivery of products may therefore not exceed the invoice value of this product part of the delivery, regardless of whether an agreement has been entered into in the same agreement for the delivery of related services or otherwise.
In the event that TRUSTZONE, due to the Customer’s circumstances, including for example resale or other use of products delivered by TRUSTZONE, may be met by third party liability of damages, including product liability claims, the Customer is obliged to indemnify TRUSTZONE to the same extent as TRUSTZONE’s liability for damages is limited towards the Customer.
10.3 Force Majeure
Notwithstanding any conflicting terms in the accepted offer, TRUSTZONE is not liable to the Customer for non-fulfilment of obligations that can be attributed to force majeure.
There is an exemption from liability as long as force majeure persists. Force majeure is considered to be circumstances which are beyond the control of TRUSTZONE and which TRUSTZONE should not have foreseen at the conclusion of the agreement, and which prevent the fulfilment of the agreement or make the fulfilment unreasonably burdensome.
It is TRUSTZONE’s responsibility to notify the Customer in writing if force majeure occurs without undue delay. Examples of force majeure are unusual natural conditions, war, terror, fire, flood, vandalism, labour disputes and virus outbreaks.
11. Intellectual property rights
In the event that the intellectual property belonging to TRUSTZONE and/or a third party are associated with the product delivered by TRUSTZONE, the Customer only acquires a time-limited right to use the product delivered in accordance with the Contractual basis and the intended use thereof.
If the product delivered by TRUSTZONE infringes on the intellectual property rights of a third party, TRUSTZONE must at its own expense: (a) guarantee the Customer the right to continue using the products in question, (b) modify the products in question so that they no longer infringe, or (c) replace the products in question with any non-infringing ones. The Customer has no other rights in the event of an infringement of third party intellectual property rights.
12.1 Confidential information
The Parties are mutually obligated to treat any confidential information that they may obtain from the other Party or from a third party in connection with the cooperation as confidential. Therefore, such confidential information may not be passed on to unauthorised third parties or otherwise used unjustifiably.
The obligations under clause 12.1 also apply after the termination of the cooperation, regardless of the reason for the termination.
13. Processing of personally identifiable information
14. Governing law and jurisdiction
14.1 Governing law
Any dispute that may arise in connection with the Parties’ trade is in all respects subject to substantive Danish law with the exception of the Contracts for the International Sale of Goods, CISG.
Any dispute that may arise in connection with the Parties’ trade must be settled by the ordinary Danish courts with Copenhagen as the proper jurisdiction.