GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS – MIRACLE Q-INSPECT A/S 

Effective from: 2025-10-01 

1 General 

These general terms and conditions apply to supply, service, and licence agreements between Miracle Q-Inspect A/S and Miracle Q-Inspect's customers.  

The general terms and conditions, together with the other agreements between the customer and Miracle Q-Inspect A/S, form the contractual basis between the customer and Miracle Q-Inspect A/S. The general terms and conditions can only be departed from to the extent that it is explicitly stipulated in the other agreements between the customer and Miracle Q-Inspect A/S.  

If the other agreements refer to other standard terms and conditions and contracts, these general conditions shall take precedence.  

The general terms and conditions are divided into 4 sections. Section 1 contains general conditions that apply to all agreements, including both delivery agreements, service agreements, and licence agreements. In addition, sections 2, 3, and 4 contain supplementary terms for delivery agreements, service agreements, and licence agreements, respectively.  

1.1 Definitions  

Episode 

Delivery is completed if the delivery is without significant defects compared to the agreed delivery criteria, see below under point 2.9.  

Agreement: Any agreement, including delivery, service and supply agreements, between Miracle Q-Inspect A/S and a customer; or an order accepted by Miracle Q-Inspect A/S; or an offer accepted by the customer.  

Error: 

A fault is deemed to exist when the rightful and correct use of the product is prevented or hindered due to a technical defect in the product.  

Delivery 

A delivery may consist of licences, programmes and other products, and their installation, and services, or a combination thereof.  

Delivery 

Delivery is understood as the physical delivery to the customer of licences, programmes and other products, as well as their installation, and services and other items under the Agreement. Delivery will therefore typically precede Handover.  

Materials 

Specially developed or standard documentation, databases, or other machine-readable material.  

Programmer 

Licensing and control programmes including materials, which Miracle Q-Inspect A/S or others hold copyright to, including phrases, instructions, programmes or parts thereof – in printed or machine-readable form.  

Programmeservice 

As defined in paragraph 3.2.

Service hours: 

This is the period during which Miracle Q-Inspect A/S is to provide service. 

Where nothing else is agreed, it is Monday to Friday from 08:00 to 17:00, with the exception of public holidays, Constitution Day, Christmas Eve, and New Year's Eve. 

Service start: 

Service start means the time when Miracle Q-Inspect A/S commences rectifying the fault. This can take place during a service visit at the customer's premises or via remote handling. For fault conditions registered via monitoring, the time of registration shall be calculated as the fault report. The agreed service start is specified in the service agreement.  

1.2 Limitation of Liability  

Should any deficiencies be identified in the Programmes, Materials or equipment in relation to the contractual obligations, Miracle Q-Inspect A/S shall have the right to rectify them.  

If Miracle Q-Inspect A/S is unable to rectify the identified defects after repeated attempts, and the customer consequently suffers a loss, Miracle Q-Inspect A/S’ potential liability for damages is limited in accordance with the following general limitation of liability clause. Miracle Q-Inspect A/S’ liability for damages – regardless of the basis of liability, but excluding liability for patent and other intellectual property rights as set out in the clause below – is limited to the following amount:  

- For Agreement on Delivery: The invoiced purchase price for the Delivery that caused the loss, capped at DKK 200,000.  

- For a separate Data Processing Agreement in connection with Delivery: Miracle Q-Inspect A/S’ indemnification for breach of contract shall be limited to a maximum of 100% of Miracle Q-Inspect A/S’ invoiced turnover to the Data Controller for the last two years. 

- For Software Licence Agreement: The one-off fee or 1 year's licence fee for the individual Programme that caused the loss, however max. DKK 200,000. The fee is the fee applicable at the time the loss occurred. Miracle Q-Inspect A/S' liability for third-party work and third-party products is limited such that Miracle Q-Inspect A/S does not undertake a greater obligation than what follows from the subcontractor's own warranties. Should the customer so wish, the subcontractor's conditions can be requested through Miracle Q-Inspect A/S.  

Miracle Q-Inspect A/S disclaims all liability for business interruption, loss of profits, and other indirect losses and claims raised by third parties against the customer.  

The customer agrees to indemnify Miracle Q-Inspect A/S against third-party claims against Miracle Q-Inspect A/S that exceed the above-mentioned limitations.  

Miracle Q-Inspect A/S shall not have any direct or indirect liability for defects that are due to modifications made to the Delivery by the Customer or a third party.  

1.3 Dependence on third-party services  

If Miracle Q-Inspect A/S uses third-party services, materials, software, or similar in connection with a Delivery, changes to this third party's prices, terms, and delivery times may result in corresponding changes in the relationship between Miracle Q-Inspect A/S and the customer.  

In such situations, the customer will not be able to acquire better rights against Miracle Q-Inspect A/S than Miracle Q-Inspect A/S has in relation to the third party.  

1.4 Force Majeure  

Neither party shall be liable to the other for losses arising from circumstances of an unusual nature that prevent the performance of the Agreement, provided that these occur after the conclusion of the Agreement and are beyond the parties' control, including: industrial disputes (strikes and lockouts), fire, war, riot, civil commotion, natural disasters, currency restrictions, public seizure, import or export bans, disruption of general transport, including energy supply, and the occurrence of force majeure with relevant subcontractors.  

Miracle Q-Inspect A/S is not responsible for illegal actions committed by third parties, including, for example, hacking, burglary, vandalism, or similar. 

1.5 Transfer of rights and obligations  

Miracle Q-Inspect A/S has the right to assign its rights and obligations under an Agreement, in whole or in part, to a third party.  

The customer may not transfer its rights or obligations under an Agreement without Miracle Q-Inspect A/S' permission.  

1.6 Patents and other intellectual property rights  

Miracle Q-Inspect A/S will, at its own expense, defend the customer against any claim that the Programs or Materials supplied under the Agreement (except for Programs and Materials manufactured by parties other than Miracle Q-Inspect A/S) infringe a patent or other intellectual property right in Denmark.  

Miracle Q-Inspect A/S shall join the proceedings and reimburse the customer for the costs of the case, as well as any damages the customer may be awarded, provided that 1) the customer immediately notifies Miracle Q-Inspect A/S of the case in writing, and 2) Miracle Q-Inspect A/S alone has control of the conduct of the case and all negotiations regarding the settlement or compromise of the case.  

If Programs or Materials are subject to a claim of infringement, or if it is likely in Miracle Q-Inspect A/S' opinion that such a claim will be made, the customer accepts that Miracle Q-Inspect A/S may, at its sole discretion and expense, either obtain the right to continue use or modify or replace them so that they no longer infringe. If none of these options are available on terms which, in Miracle Q-Inspect A/S’ opinion, are reasonable, the customer agrees to return the relevant Programs or Materials upon written request from Miracle Q-Inspect A/S.  

For programmes for which the customer has paid the full fee, Miracle Q-Inspect A/S will provide a refund.  

Miracle Q-Inspect A/S shall not be liable if a claim of infringement can be attributed to the customer's alteration of the Programmes or Materials or combination, operation or use with Materials or Programmes not supplied by Miracle Q-Inspect A/S. Miracle Q-Inspect A/S shall also not be liable for use of the Programmes outside the specified operating environment.  

The information set out in this section specifies Miracle Q-Inspect A/S' maximum liability with regard to infringements of patents and other intellectual property rights.  

1.7 Discrepancies, prosecution, jurisdiction, etc.  

These general terms and conditions and the Agreement to which they relate shall be subject to and interpreted in accordance with Danish law. In case of a discrepancy in the interpretation of these general terms and conditions and the associated Agreement, or in case of discrepancies relating to matters arising from the Agreement, the discrepancy shall be attempted to be resolved by an evaluation meeting.  

Disagreements not resolved at an evaluation meeting must be attempted to be resolved through mediation led by a certified mediator. 

Mediation is voluntary and confidential. If the parties cannot agree on appointing a mediator, it will be left to the Danish Conciliation Board or a similar organisation to appoint a mediator. The cost of mediation is shared equally between the parties.  

If the dispute is not resolved through mediation, the case may be brought before the court in Glostrup. A party wishing to make a claim against the other party must do so in writing without undue delay and no later than three months after the party in question has or ought to have ascertained the circumstances to which the claim relates. If the party in question wishes to initiate legal proceedings for their claim, this must be done no later than twelve months after the claim has been made against the other party.  

If legal proceedings are not initiated in a timely manner, the opportunity to bring a lawsuit is lost. However, this does not apply if the party against whom the claim is raised has entered into a moratorium or been declared bankrupt, and the claim has been notified to the supervisor/estate before the expiry of the notification period.  

2 General Conditions for Deliveries 

2.1 General  

The customer is responsible for the selection of Deliverables and Programmes, as well as their use and the results thereof. To the extent that the export of Deliverables from Denmark requires permission from Danish or other authorities, it is the customer's responsibility to obtain all necessary permits for export.  

2.2 Ownership, right of use and transfer of risk  

Miracle Q-Inspect A/S retains title to a Delivery until full payment has been received, after which ownership will transfer to the customer.  

Customers gain usage rights to code and programmes, as stated in the ”General Licence Conditions” below. No copyrights are transferred to the customer. The risk for a Delivery passes to the customer upon Delivery. It is the customer's responsibility to verify that the components of the Delivery correspond to the Agreement. If this is not the case, it must be reported when the customer receipts for the delivery.  

2.3 Programmer  

Programmes are delivered in accordance with their official specifications. If Programme Service is included in the Agreement, Miracle Q-Inspect A/S or the manufacturer will provide service on the unaltered Programmes on the terms stated herein.  

2.4 Licensed internal code  

Machines utilising code will be identified in the Agreement. Miracle Q-Inspect A/S or the manufacturer holds the intellectual property rights to the code. Miracle Q-Inspect A/S or the manufacturer owns all copies of the code, including all copies made from these copies. If the customer owns or is in rightful possession of a Machine, Miracle Q-Inspect A/S grants a licence to use the code delivered as part of or in connection with the Machine.  

Each licence entitles the customer to:  

Reproduce the code in whole or in part by transferring it to or storing it on the specified Machine for the purpose of enabling the Machine to operate in accordance with Miracle Q-Inspect A/S’ or the manufacturer's official specifications.  

- Make a backup or archive copy of the code, unless Miracle Q-Inspect A/S or the manufacturer provides a copy. This copy may only be used for replacing the original on the Machine. 

Reproducing the code in whole or in part by transferring, running, storing or displaying the code on the specified Machine to the extent necessary for maintaining the Machine.  

The customer must not: 

- Otherwise produce, exhibit, adapt, alter or transmit the code electronically beyond what is permitted by the official specifications of Miracle Q-Inspect A/S or the manufacturer.  

- Reproduce the code in any other way, including reverse engineering it (reverse assembly/compilation), unless otherwise stipulated by mandatory statutory provisions. 

- Grant sublicenses or lease the code. Notes on intellectual property rights and any other inscription(s) must be reproduced on each copy.  

The customer's license to the code expires when the customer no longer owns or is in lawful possession of the Machine. The code may only be transferred to a third party with prior written consent from Miracle Q-Inspect A/S and only together with the Machine and these license terms, provided that the third party agrees to comply with them.  

2.6 Installation  

The customer is responsible for giving Miracle Q-Inspect A/S access for installation so that handover can be achieved within the agreed timeframe.  

2.7 Scope of work  

The scope of the delivery is specified in the other agreements.  

The schedule for the execution of the work – including any partial deliveries and their dates – will be shown in the other Agreements. Generally, Miracle Q-Inspect A/S will seek to comply with all deadlines. If there are circumstances that make this impossible, Miracle Q-Inspect A/S will inform the customer as soon as possible.  

The work will, at Miracle Q-Inspect A/S’ discretion, be carried out at the customer's premises, at subcontractors' premises, and/or at Miracle Q-Inspect A/S' premises.  

Miracle Q-Inspect A/S may charge the customer for any additional expenses resulting from delays or an increase in the scope of work due to circumstances that the parties were not aware of. Examples include cable routing/pathways and room layout.  

2.8 Limitations of Liability  

Miracle Q-Inspect A/S’ liability for Deliveries is limited as follows:  

Programmers, for whom Miracle Q-Inspect A/S has not specified Program Service, are provided as-is, without service obligations from Miracle Q-Inspect A/S.  

Miracle Q-Inspect A/S does not guarantee that the Programmes will function without errors or interruptions, or that all programme errors will be rectified.  

2.9 Delivery  

Miracle Q-Inspect A/S will, in cooperation with and with agreed assistance from the customer, carry out the Delivery described in the Agreement. Criteria for Handover and the scope of the customer's obligations will be set out in the other Agreements. 

The delivery is completed if the Deliverable is without significant defects in relation to the agreed delivery criteria. If no delivery criteria have been agreed, Miracle Q-Inspect A/S will notify the customer when the Deliverable has been Delivered. If the Customer wishes to claim defects in a Deliverable, the Customer must provide written documentation of any defects within 14 days of receiving notification of the Delivery. No later than 14 days after receiving the customer's documentation, Miracle Q-Inspect A/S will prepare a remediation plan and suggestions for bypassing non-significant defects. Miracle Q Inspect A/S then has a rectification period of 40 working days to carry out corrections in accordance with the prepared plan.  

If the customer puts the Delivery into use, Miracle Q-Inspect A/S is entitled to consider the Handover as completed.  

If a handover is not completed on time, Miracle Q-Inspect A/S has a remedial period of 40 working days. The remedial period is calculated from the agreed handover date. If the handover cannot be completed within the remedial period, the customer is entitled to terminate the Agreement, whereupon the customer shall return everything received under the Agreement, and Miracle Q-Inspect A/S shall refund all amounts paid by the customer under the Agreement. If the customer chooses not to terminate the Agreement despite the lack of handover, Miracle Q-Inspect A/S is entitled to consider the handover as completed, in return for giving the customer a proportionate reduction in the agreement sum.  

2.10 Payment  

The Agreement specifies whether the Supply is to be paid for on an ongoing basis or whether the Supply is to be carried out at a fixed price. To the extent otherwise agreed, the following provisions shall apply:  

Running payment  

Miracle Q-Inspect A/S will invoice on a running monthly basis for work carried out, materials, transport, and any necessary accommodation.  

Miracle Q-Inspect A/S reserves the right to amend prices due to changes in supplier prices and unforeseen additional work. The stated prices are Miracle Q-Inspect A/S's selling prices based on the current exchange rate.  

We reserve the right to currency fluctuations on goods deliveries purchased in foreign currency.  

There may be several payment terms agreed, which will be stated in the Agreement if so. 

Payment terms:  

Miracle Q-Inspect A/S’ invoices must be paid within 30 days of the invoice date.  

In cases of late payment, the customer is considered to be in material breach of contract, and Miracle Q-Inspect A/S is entitled to interest on the outstanding amount at a rate of 1.5% per month or part thereof, calculated from the due date. Furthermore, Miracle Q-Inspect A/S reserves the right to charge fees for payment demands and reminders. 

2.11 Personnel and subcontractors  

Each party shall appoint a person authorised to make decisions regarding the daily management, supervision, and control of their own personnel. Miracle Q-Inspect A/S shall be entitled to have parts of its obligations performed by subcontractors.  

2.12 Confidential Information  

The parties agree not to disclose information and to observe confidentiality regarding the Agreement and its contents. Information otherwise exchanged by the parties is not confidential, unless otherwise specified in the Agreement.

2.13 Rights to Programmes and Materials  

Customers obtain a time-limited, non-exclusive, non-transferable right to use the Software, Documentation, and Materials developed under this Agreement. Miracle Q-Inspect A/S and/or third parties retain ownership, patent, and copyright to Software and Materials not marked as ”customer's copyright and ownership” in the Agreement. For customers to obtain more than a right of use to Materials or Software, it is a condition that they have been specially developed for the customer. Customisations to existing Software or Materials cannot be considered specially developed.  

If development or processing of Programmes and/or Materials is based on or derived from Programmes and/or Materials provided by the customer, it is the customer's responsibility to ensure that the development or processing does not infringe the rights of third parties.  

2.14 Miracle Q-Inspect A/S's Rights  

Miracle Q-Inspect A/S has the right to design and/or develop Programmes and Materials based on Programmes and Materials covered by the Agreement, and for which the customer has acquired ownership and copyright under the Agreement.  

Miracle Q-Inspect A/S may freely dispose of such new material.  

2.15 Common rights  

Ideas, concepts, know-how and techniques, developed or provided by one or both parties during the Agreement, each party shall have the right to use freely.  

2.16 Inventions  

For inventions made under the Agreement and for which a patent is sought, all rights shall accrue to Miracle Q-Inspect A/S.  

2.17 Methods  

Miracle Q-Inspect A/S employs methods in design and development that are appropriate and in line with industry best practice.  

2.18 Customer's commitments and responsibilities  

The customer is responsible for, at no cost to Miracle Q-Inspect A/S:  

- that Miracle Q-Inspect A/S’ personnel are provided with reasonable working conditions, if the Delivery is performed at the customer's premises, - that documentation is printed,  

- that the necessary time is allocated to the customer's staff, and  

- make the necessary further resources available, such as operating documentation, equipment, data, as well as assistance, cooperation and complete and accurate information from the Customer, and provide Miracle Q-Inspect A/S with any additional information necessary for the performance of the Delivery.  

Any further obligations will be stated in the Agreement or the Annex to the Agreement.  

The customer also agrees that Miracle Q-Inspect is not responsible for the incomplete and/or slow resolution of issues, whether wholly or in part, if this is due to the customer's lack of cooperation or failure to fulfil their other obligations. The customer further agrees that the sole responsibility for regularly backing up existing data to a secure location lies with the customer.

3 General terms of service 

3.1 General 

Miracle Q-Inspect A/S provides a service to bring or keep Products in good condition or bring them back into good condition. The service is provided on the specified Product at the agreed address within the Service hours. The Service Agreement entails that defects in the Product are remedied by Miracle Q-Inspect A/S or another repairer appointed by Miracle Q-Inspect A/S. Remediation may be carried out and completed via Miracle Q-Inspect A/S’ Service Centre or directly at the installation address at Miracle Q-Inspect A/S’ discretion. The remediation may be carried out by replacing the Product or parts thereof. 

If technically possible and stated in the Agreement, the Product's operating status will be monitored by Miracle Q-Inspect A/S. Abnormal conditions identified on the Product will be continuously recorded. Rectification must be carried out in such a way that the Product is brought into a satisfactory condition relative to the Product's age, previous use, and other standards.  

It must be agreed explicitly and in writing between the parties if the Agreement is to cover the following:  

- service caused by incorrect use or unsuitable installation environment,  

- Service of Programs: operating systems, databases and other  

- disruptions caused by the Product being incorrectly dimensioned, programmed, etc., as well as disruptions that are purely temporary or attributable to external factors (including, for example, power failures, failures/disruptions of transmission routes or circuits), and - service caused by interaction with other Products, Materials and Programs not approved by Miracle Q-Inspect A/S.  

If a fault is due to transmission connections or equipment not covered by the service agreement, including interference in or originating from public telephone networks, the customer is obliged to pay remuneration to Miracle Q-Inspect A/S.  

If Miracle Q-Inspect A/S's maintenance or troubleshooting at the customer's premises is caused or otherwise hindered by:  

- theft, vandalism, lightning strikes, power surges, fire, water damage or other accidents or mishaps, - interference with the Product, carried out by parties other than Miracle Q-Inspect A/S or a repairer designated by Miracle Q-Inspect A/S, - insufficient maintenance or incorrect use of the Product, - failure to observe environmental requirements or other relevant regulations, and 

- Other circumstances on the part of the customer, e.g. the customer's failure to comply with their obligations, shall entitle Miracle Q-Inspect A/S to invoice the customer for work, materials, and travel expenses, and similar costs, in accordance with Miracle Q-Inspect A/S’ prices in force from time to time. If Miracle Q-Inspect A/S believes that the cause of the fault should be sought in the aforementioned circumstances or that the rectification of the fault is complicated thereby, Miracle Q-Inspect A/S shall, where possible, draw the customer's attention to this before carrying out the fault rectification.  

Miracle Q-Inspect A/S may, when a new version of a Program is available, discontinue Program Service for any or all previous versions. Miracle Q-Inspect A/S does not guarantee the results of Program Service or that all program errors will be corrected.  

In connection with errors that have arisen as a result of the installation of programmes or programme changes, Miracle Q-Inspect A/S provides assistance according to Miracle Q-Inspect A/S’ prices applicable at any given time. 

3.2 Programme service 

Programmer 

For the Programs listed in the service agreement, Miracle Q-Inspect A/S shall be responsible for problem delimitation and problem diagnosis. Miracle Q-Inspect A/S will, on behalf of the customer, report errors to the program supplier and act as the customer's point of contact with the supplier. Responses to error reporting may be the supplier's notification of a) how the error is corrected, b) limitations in use, or c) how the error is bypassed. When Miracle Q-Inspect A/S or the customer receives corrections or updates from the supplier, Miracle Q-Inspect A/S will perform the corrections/updates in agreement with the customer. 

Customisations made by Miracle Q-Inspect A/S 

In the event of errors in the customisations made by Miracle Q-Inspect A/S, Miracle Q-Inspect A/S shall rectify such errors as well as any associated documentation.  

Customer customisations made by the customer  

In the event of errors in customer-made customisations, Miracle Q-Inspect A/S shall provide assistance according to Miracle Q-Inspect A/S’ applicable prices at any given time.  

3.3 Customer obligations  

Before reporting an error, the customer must complete the troubleshooting procedures that the customer may have been provided, exercise due diligence for the protection of Software, data and other assets and, in connection with exchange, remove all storage media, modifications and connections. The customer must ensure unimpeded access for Miracle Q-Inspect A/S’ personnel or other repairer appointed by Miracle Q-Inspect A/S. The customer must notify Miracle Q-Inspect A/S in writing, stating their name and phone number, of who is the customer's contact person. The contact person must be authorised to represent the customer in all matters concerning the service agreement. Any change of contact person must be notified in writing without delay.  

The customer undertakes to order the service line and modem according to Miracle Q-Inspect A/S’ specifications. The service line must not be used for any other purpose.  

The customer shall bear all related costs for the establishment and operation of the service line.  

3.4 Payments  

Payment for the service comprises payment for access to the service for the selected service form, during the selected Service Period for the Product covered by the Agreement. Installation of connection equipment, model changes etc. may cause changes in the payments. The service payment applicable at any time is adjusted annually by 5%, unless the annual change in the net price index measured in October is greater, in which case the change in the net price index is applied. Price adjustments take effect on 1 January of a calendar year, applying to all subscription periods commencing in that calendar year. 

In addition, Miracle Q-Inspect A/S (regardless of any non-cancellability) shall at all times have the right to increase the agreed fee where this is due to increased external expenses associated with the performance of Miracle Q-Inspect A/S’ obligations, including increased taxes or duties. Miracle Q-Inspect A/S is solely entitled to remuneration in addition to the service fee to the extent that this is stated in the service agreement or these general terms and conditions. 

Where nothing else is apparent, the service payment includes Miracle Q-Inspect A/S’ expenses for labour, travel and necessary spare parts associated with maintenance/fault correction to the extent this is apparent from the service agreement or these general terms and conditions.  

Should the scope of the service agreement be altered in connection with extensions or reductions of both Products and functions, Miracle Q-Inspect A/S may make adjustments to the service payment.  

Payments and payment periods are stated in the service agreement. Payment for service is invoiced and paid quarterly in advance. Any remuneration to which Miracle Q-Inspect A/S may otherwise be entitled shall be paid by the customer upon invoice within 30 days of the invoice date.  

Service, materials, machinery, program operation, and other items not covered by the Agreement shall be invoiced in accordance with Miracle Q-Inspect A/S’ current prices.  

In the event of late payment, Miracle Q-Inspect A/S is entitled to interest on the outstanding amount at a rate of 1.5%% per commenced month, and Miracle Q-Inspect A/S may also charge fees for demand for payment and payment reminders.  

3.5 Service hours  

Miracle Q-Inspect A/S provides service within the agreed Service Hours. If the customer receives service outside of these Service Hours by agreement with Miracle Q-Inspect A/S, the time will be invoiced at Miracle Q-Inspect A/S’ prevailing hourly rate at any time.  

3.6 Termination (breach)  

Either party is entitled to terminate the Agreement in the event that the other party materially breaches the Agreement. The party seeking termination shall provide written notice specifying the alleged breach; if the other party has not remedied the breach within 30 days of receiving the notice, termination may be effected in writing without further notice.  

A significant breach of contract on the customer's part includes, but is not limited to, the following:  

- the customer has not paid within 30 days of the due date,  

- the customer is subject to bankruptcy proceedings, initiates a composition, suspends payments or is otherwise presumed to be insolvent.  

If Miracle Q-Inspect A/S terminates the Agreement, Miracle Q-Inspect A/S is entitled, in addition to the fee due at the time of termination, to receive service payment until the customer could have terminated the Agreement. If the customer rightfully terminates the Agreement, the customer is only entitled to a pro-rata refund of the service payment made relating to the period after termination.  

If Miracle Q-Inspect A/S's opportunities for defect remediation are made difficult or hindered by circumstances at the customer's premises, such hindrances shall be considered as creditor default. Miracle Q-Inspect A/S's opportunities for normal defect remediation may be conditional on the Plant being upgraded. If the Agreement does not include an upgrade, the customer shall pay for it. If the customer does not wish to have the Plant upgraded, Miracle Q-Inspect A/S may, at its own discretion, terminate the Agreement or claim payment for increased expenses.  

3.7 Duration and termination  

The Agreement entered into between Miracle Q-Inspect A/S and the customer takes effect at the time agreed between the parties. The Agreement is valid until it is terminated in writing by either party in accordance with the agreed notice periods for termination. 

Where no notice period has been agreed, the Agreement entered into may be terminated with three months' prior written notice at the end of a quarter. However, termination can take place at the earliest after four full quarters.

4 General conditions of license 

4.1 General  

With the agreement, the customer receives a non-exclusive licence to use the Software. Ownership of the Software and any copy thereof shall remain with Miracle Q-Inspect A/S or another producer.  

The programmes contain Material for which Miracle Q-Inspect A/S and, in certain cases, Miracle Q-Inspect A/S' suppliers, hold copyright or other intellectual property rights.  

The customer may not transfer or sublicense the Programme without prior written agreement from Miracle Q-Inspect A/S.  

Miracle Q-Inspect A/S can change the terms with 3 months' written notice, unless a shorter notice period has been agreed with the licensor. In that case, this shorter notice period shall apply. Miracle Q-Inspect A/S can generally change the terms and fees in this agreement in line with changes made to Miracle Q-Inspect A/S' agreement with the Licensor. Regardless of the general time limit in the section on Limitation of Liability, the time limit for claims concerning the customer's obligations under  

Point Protection and security, be 6 years old.  

The customer is responsible for the selection, installation, use and results of the use and combination of Programmes, Machines and anything else.  

4.2 Licence  

The licence grants the customer the right to use the machine-readable part of the Software on the stated Machine, to use the printed part in support of the permitted use of the Software, and to make backup copies of the machine-readable part of the Software, as support for the permitted use of the Software. Such copies are subject to the Agreement.  

A licence does not grant the right to otherwise reproduce or translate the Programme, including reverse engineering.  

For certain programmes, Miracle Q-Inspect A/S may set a usage restriction. All use beyond this restriction requires a separate licence and/or additional payment.  

A separate licence is required for each Machine on which the Software is to run. The Customer may replace the Machine on which the Software is running, provided written confirmation from Miracle Q-Inspect A/S and the Customer's acceptance of any fee change.  

Programme materials, as provided in printed form by Miracle Q-Inspect A/S, must not be copied.  

4.3 Fees and payment  

Charges for a Programme may be a one-off charge, an extension charge, a periodic charge, an initial charge, a production charge, a service charge, or a combination thereof. The charge type, payment period, and amount are specified in the Agreement.  

Payment is due as stated on the invoice. In case of late payment, Miracle Q-Inspect A/S is entitled to interest on the outstanding amount at a rate of 1.5% per commenced month, and Miracle Q-Inspect A/S may also charge a fee for payment demands and reminders. 

Periodic fees may be increased with 3 months' written notice. An increase takes effect from and including the first payment period after the increase has taken effect. The customer is obliged to pay taxes and public charges in connection with the Agreement or activities under it.  

4.4 Third-party rights  

Rights to the Programs may belong to Miracle Q-Inspect A/S or third parties.  

4.5 Termination and Rescission  

The customer may terminate the licence with 3 months' written notice at the expiry of a payment period. Miracle Q-Inspect A/S may terminate the licence with immediate effect if the customer breaches its obligations.  

4.5.1 Termination and Revocation - Customisations 

Customisations ordered by the customer may be terminated with three months' written notice to the end of a payment period. However, termination may only take effect after eight consecutive quarters. Miracle Q-Inspect A/S may terminate the licence with immediate effect if the customer defaults on its obligations.  

4.6 Delivery and risk  

The risk for the Programme transfers to the customer upon Delivery. After handover, Miracle Q-Inspect A/S will replace lost or damaged Programmes for a fee.  

4.7 Protection and Safety 

The customer undertakes to take the necessary measures to protect the Programme. The customer hereby undertakes not to disclose the Programme, not to grant others access to the Programme, or make data available to others, as well as to reproduce notices of copyright and copyright.

FOR ENGLISH VERSION CONTACT:

info@q-inspect.com

Miracle Q-Inspect A/S

Søndergade 8, 2nd floor left

DK-8000 Aarhus C

Denmark

CVR: 33593465