Sales and Delivery Terms

1.1

General sales and delivery terms (the “Terms”) apply to all agreements concerning neexo ApS, CVR number 46273125, (the “Company”) sale and delivery of software and related services to business customers (the “Customer”).

1.2

The Terms supplement any special terms that may have been agreed in the parties’ main agreement, order confirmation or subscription terms.

1.3

The service consists of the delivery of professional services within software development, consultancy services and 3D visualisation solutions for machines performed in accordance with good professional standards and the agreed specifications.

1.4

Where the agreement comprises software solutions delivered as a service (“SaaS”), the Customer obtains only a time-limited, non-exclusive right of use to the Software, cf. clause 13.

2.1

The Terms, together with the Company’s offers and order confirmations, constitute the entire contractual basis. The Customer’s purchase terms or other standard terms do not form part of the contractual basis unless the Company has accepted this in writing.

2.2

Changes or addenda to the agreement must be made in writing.

3.1

For ongoing service agreements, the agreement takes effect upon conclusion of the agreement and continues until it is terminated by either party.

3.2

Either party may terminate ongoing service agreements with 1 month’s notice to the end of a month, unless otherwise agreed. Termination must be made in writing.

3.3

For SaaS subscriptions, the subscription takes effect upon set-up and continues until it is terminated by either party with 1 month’s notice to the end of a subscription period, unless otherwise agreed. Termination must be made in writing.

4.1

Services are performed at the agreed times and in accordance with good professional standards.

4.2

The Customer shall give the Company access to necessary information, premises and resources in order to perform the service correctly.

4.3

The Software is made available as a continuous online service via internet access. The Customer is responsible for its own internet connection, equipment and access security.

4.4

The Company aims for uptime of at least 99% measured over a rolling period of 3 months, excl. planned maintenance.

5.1

The price follows the Company’s applicable price list at the time of the order confirmation, unless otherwise agreed in writing. All prices are excl. VAT and duties.

5.2

The Customer shall pay invoices no later than 14 days net from the invoice date.

5.3

In the event of late payment, interest accrues at 1% per month from the due date as well as reminder fees in accordance with the Danish Interest Act.

5.4

In the event of non-payment, the Company may suspend deliveries, require prepayment and/or terminate the agreement after written demand.

6.1

The Company’s offers are binding for 10 days from the date, unless otherwise stated in the offer.

6.2

The Customer shall send orders in writing and include relevant information such as the description of the service, scope, price, desired time of delivery and delivery address or form of delivery.

6.3

Only written order confirmations from the Company are binding.

6.4

Inconsistent terms must be notified in writing by the Customer within 2 business days, otherwise the order confirmation is deemed accepted.

7.1

Services are delivered at the agreed times.

7.2

Any delays are notified immediately, and a new schedule is agreed.

7.3

Access to the Software is granted upon set-up of the Customer’s user profile. The Customer shall immediately give notice if access does not function as expected.

8.1

If the Company expects a delay, the Customer is informed immediately with the reason and the new expected delivery time.

8.2

If delivery does not take place no later than 30 days after the agreed time, and the Customer is not responsible therefor, the Customer may terminate the order by written notice.

8.3

Apart from the right of termination under clause 8.2, the Customer may not raise further claims as a result of delay. Any compensation is subject to the limitation of liability in clause 11.

9.1

The Company warrants that services are performed without material defects for 6 months after delivery.

9.2

Defects caused by the Customer’s systems, data or instructions are not covered.

9.3

Defects and deficiencies must be notified immediately in writing.

9.4

The Company remedies within a reasonable time by repair or price reduction.

9.5

The Customer may only terminate if remedy does not take place within 30 days.

9.6

For software solutions delivered as a service (SaaS), the Company warrants that the Software in all material respects functions as described in the documentation.

9.7

The warranty does not cover interruptions caused by maintenance, third-party faults or the Customer’s own systems.

9.8

The Company may update, change or discontinue functions in order to improve the service, provided that the overall functionality is not materially impaired.

10.1

The Company may use subcontractors for performance of the agreement, including for operation, hosting and support of software solutions, and is responsible for their services as for its own.

10.2

The Company may freely select and replace subcontractors without the Customer’s consent.

11.1

Each party is liable for its own acts in accordance with Danish law.

11.2

The Company’s total liability is limited to 100% of the Customer’s total payment during the most recent 12 months prior to the event giving rise to the claim for damages. However, liability can never exceed DKK 100,000.

11.3

The Company is not liable for indirect loss, loss of operations, lost profit or goodwill.

11.4

Force majeure exempts from liability for as long as the circumstance persists.

12.1

Copyright, know-how and all other intellectual property rights to software, source code, design, documentation and developed materials belong to the Company.

12.2

The Customer obtains a non-exclusive, non-transferable licence to use the material in its operations. For software solutions delivered as a service (SaaS), the Customer obtains only a time-limited, non-exclusive and non-transferable right of use to the Software for its own internal use.

12.3

The Customer retains ownership of its own data, but grants the Company the right to store and process data in order to deliver the service.

12.4

The Customer may not:

• (i) circumvent technical limitations,
• (ii) reverse-engineer, decompile or attempt to gain access to source code,
• (iii) disclose, lease or lend the service to a third party, or
• (iv) use the service in breach of applicable law or agreed user/capacity limits.

12.5

In the event of infringement of third-party rights, the Company may change, replace or buy back the solution.

13.1

Neither party may disclose or use the other party’s confidential information or trade secrets that have come to its knowledge in connection with the contractual relationship.

13.2

Confidential information shall be stored securely and may not be disclosed to third parties without written consent from the other party.

13.3

The obligation applies during the collaboration and without time limitation after termination.

14.1

The Customer may not assign rights or obligations under the agreement without the Company’s written consent.

14.2

The Company may assign the agreement to group-affiliated companies or as part of a transfer of business.

15.1

The Company processes personal data in accordance with the General Data Protection Regulation and the Danish Data Protection Act.

15.2

Information is used for performance of the agreement and customer administration.

15.3

The Company stores the information for as long as it is necessary.

15.4

A data processing agreement shall be entered into if a party processes data on behalf of the other.

15.5

Enquiries may be made to hello@neexo.dk.

16.1

Neither party is liable for delays or failure to perform due to force majeure, including war, natural disasters, acts of public authorities, strike, fire, power failure or other extraordinary circumstances beyond the party’s control.

16.2

The party shall immediately inform the other party of the force majeure situation.

16.3

If force majeure lasts for more than 60 days, either party may terminate the agreement without notice.

17.1

The agreement is governed by Danish law.

17.2

Disputes are settled by the Court of Kolding (Retten i Kolding), unless otherwise agreed in writing.

neexo ApS

• Andkærvej 19
• 7100 Vejle
• CVR number: 46273125
• E-mail: hello@neexo.dk
• Website: www.neexo.dk
• These terms were last updated: 12.08.2026