General Terms of Sale and Delivery

1. Application

1.1   Application. General terms of sale and delivery (the “Terms”) apply to all agreements between TRUSTZONE A/S – VAT no.: DK27984479, hereafter referred to as “TZ”, and business customers, hereinafter referred to as ”Customers”, and jointly as “the Parties” on the sale and delivery of products and related services to business customers.

2. Contractual basis

2.1 Basis of agreement. The terms together with the Customer’s accepted offer constitute the entire contractual basis for TZ’s sales and delivery of products and related services to the Customer (the “Contract 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 basis of agreement are only valid if the Parties have agreed to them in writing.

2.3 Legal status. The Customer must immediately notify TZ if the Customer changes legal entity status, is subject to bankruptcy or restructuring, or voluntary liquidation.

3. Products and services

3.1 Products. Products sold and delivered by TZ to the Customer comply with Danish law upon

3.2 Services. Related services sold and delivered by TZ to the Customer in connection with the sale and delivery of products comply with Danish law upon delivery.

3.3 Limitation of liability. Products and related services sold and delivered by TZ to the Customer are intended for encrypting connections, integrity protection of software, document authentication, etc. Notwithstanding any opposed conditions in an accepted offer, TZ will in no circumstances be held liable for neither loss nor damage, which is attributable to use for any other purpose.
The Customer must indemnify TZ to the extent that TZ may incur liability to third parties for such loss or damage. See also clause 10.

4. Price and payment

4.1 Price. The price for products and related services follows TZ’s current price at the time when TZ confirms the Customer’s order unless the Parties have agreed otherwise in writing. All prices are excl. VAT, which is thus added to the price in accordance with applicable rules.

4.2 Payment. The Customer must pay all invoices for products or related services no later than 8 days after the order is invoiced unless the Parties have agreed otherwise in writing.

4.3 The Customer is not entitled to compensation in any claims against TZ that have not been
acknowledged in writing by TZ. Similarly, the Customer is only entitled to withhold all or part of amounts due on the basis of complaints, if TZ has agreed to this in writing.

5. Delayed payment

5.1 Interest. If the customer fails to pay an invoice for products or related services in a timely manner for reasons for which TZ is not responsible, TZ is entitled to charge default interest in accordance with applicable Danish law.

5.2 Repeal. If the customer fails to pay an overdue invoice for products and/or related services within 10 days of receiving written request for payment from TZ, TZ has in addition to interest according to item 1 right to: (i) cancel the sale of the 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

6.1 Offers. TZ’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 TZ after the expiry of the acceptance period will not be binding on TZ unless TZ notifies the customer otherwise.

6.2 Inconsistent terms. If the TZ’s confirmation of an order for products or related services does not agree with the Customer’s order or the Contractual Basis and the Customer does not wish to accept the inconsistent terms, the Customer must notify TZ in writing within 2 working days of receipt of the order confirmation. Otherwise, the customer is bound by the order confirmation.

7. Delivery

7.1 Delivery. TZ 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

7.2 Delivery time. TZ delivers all products sold and related services within the time set forth in the order confirmation.

8. Delayed delivery

8.1 Delivery times. Stated delivery times are only indicative, and thus TZ assumes no responsibility for non-compliance with such indicative delivery times.

8.2 Notice. If TZ expects a delay in the delivery of products or related services, TZ informs the Customer thereof and at the same time informs the reason for the delay and new expected delivery time.

8.3 Repeal. If TZ without notice has failed to deliver products or related services within 2 days after 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 set by the Customer, the Customer may cancel the order or those orders affected by the delay, without notice in writing to TZ.
The Customer has no other rights in connection with delayed deliveries.

9. Warranty

9.1 Warranty. TZ 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, TZ will exchange these to a defect-free solution or provide a refund of the price paid to the Customer.

9.2 Exceptions. TZ’s warranty does not cover errors or defects caused by: (I) installation or use in violation of the TZ’s instructions or general practice, and (ii) other matters for which TZ is not responsible.

9.3 Notice. If the Customer discovers an error or defect during the warranty period that the Customer wishes to invoke, it must be notified in writing to TZ immediately. If an error or defect that the Customer discovers or should have discovered is not immediately notified in writing to TZ, it cannot be claimed later. The Customer must provide TZ with the information of a notified error or defect requested by TZ.

9.4 Remedy. Within a reasonable time after TZ has notified the Customer as to whether an error or defect is covered by TZ’s liability for defects, TZ will remedy the error or defect.

9.5 Repeal. If TZ fails to remedy a defect or error covered by the warranty within reasonable time of TZ 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, the Customer may cancel the order or those orders affected by the error or defect without notice in writing to TZ. The Customer has no rights in connection with errors or defects in products or related services other than those expressly stated in clause 9.

10. Limitation and exclusion of liability

10.1 TZ incurs liability in damages in compliance with the general rules of Danish law, subject to the limitation and exclusion of liability stipulated in these General Terms of Sale and Delivery.

10.2 TZ is solely liable for products or related services delivered by TZ in accordance with the agreement. TZ is not liable for damages, delays, non-fulfillment or other conditions, if these conditions are wholly or partly due to (I) the Customer’s negligence or non-compliance with the agreement entered into between the Parties, including the General Terms of Sale and Delivery, (II) the Customer’s other business partners or their conditions, (III) Customer’s improper use of the product delivered or use that deviates from the intended, (IV) viruses, hacking, spyware, Trojan horses or other conditions arising from source<s1s other than TZ, (V) unforeseen contingency and (VI) losses that may be covered by insurance policies taken out by the Customer or in favor of the Customer.

10.3 TZ 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.

10.4 Liability for damages against TZ, including claims based on the rules regulating product liability, may never exceed the amount invoiced by TZ 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 relationships 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 thus 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.

10.5 In the event that TZ, due to the Customer’s circumstances, including for example resale or other use of products delivered by TZ, may be met by third party liability for damages, including product liability claims, the Customer is obliged to indemnify TZ to the same extent as TZ’s liability for damages is limited towards the Customer.

10.6 Force majeure. Notwithstanding any conflicting terms in the accepted offer, TZ is not liable to the Customer for non-fulfilment of obligations which 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 TZ and which TZ should not have foreseen at the conclusion of the agreement. Examples of force majeure are unusual natural conditions, war, terror, fire, flood, vandalism, labour disputes, and virus outbreaks.

11. Intellectual property rights

11.1 In the event that intellectual property rights belonging to TZ and/or a third party are attached to the product delivered by TZ, the Customer only acquires a time-limited right to use the product delivered in accordance with the contractual basis and the assumed use thereof.

11.2 Infringement. If the product delivered by TZ infringes on the intellectual property rights of a third party, TZ must at its own expense: (i) guarantee the Customer the right to continue using the products in question, (ii) modify the products in question so that they no longer infringe, or (iii) replace the products in question with any non-infringing ones. The Customer has no other rights in connection with delayed deliveries.

12. Confidentiality

12.1 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. Thus, such confidential information may not be passed on to unauthorized third parties or otherwise used unjustifiably.

12.2 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

13.1 Processing. TZ processes personal data with due observance of the General Data Protection Regulation and data protection law. Information about the Customer’s name, address, email, telephone number, etc. is used only in connection with the Customer’s ordering and communication.

13.2 Rights of the data subject. TZ complies with the rights of the data subject (including the right of access, rectification, deletion, limitation of processing, objection, data portability, complaint and right not to be subject to a decision based solely on automatic processing, including profiling).

13.3 Storage and disclosure. TZ will keep the information for as long as is necessary for the purpose for which the information is processed. TZ does not disclose, sell, or otherwise transfer information to third parties, unless the Customer has given consent to this.

13.4 Contact. If the Customer wants to inquire as to what data is being processed, or if the Customer wants to have data erased or rectified, the Customer can contact TZ on telephone number +45 88 33 10 00.

13.5 Further information. Further information can be found in the TZ Privacy and Cookie Policy.

14. Governing law and venue

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 CISG.

14.2 Jurisdiction. Any dispute that may arise in connection with the parties’ trade must be settled by the ordinary Danish courts with Copenhagen as the proper venue.