Terms and DPA.Commercial terms and data processing.

Last updated: 8 October 2024

I General terms

1. Introduction

The sales and supply conditions at hand (hereafter referred to as ‘Terms’ apply to all sales (hereafter referred to as ‘the Customer’) of any type of product from IoT Fabrikken ApS, VAT no. 39 11 03 93, Brønsager 1, DK-4000 Roskilde, Denmark (hereafter referred to as "IoT Fabrikken") including but not limited to sales or rental of electronic systems (hereafter referred to as ”IT Solutions”), hardware, consulting services, unless the Terms have specifically been deviated from or modified in another written agreement signed by IoT Fabrikken and the Customer. Special or general conditions or claims made by the Customer in tender materials, orders, acceptances, purchase conditions etc. are not viewed as a deviation from these conditions unless IoT Fabrikken has accepted these expressly and in writing.

2. General Terms

2.1 Offer, accept and signing

Any offer issued by IoT Fabrikken is valid for eight days from the date specified in IoT Fabrikken’s offer unless a different time limit has been specified in the offer. Offers, including the sales and supply conditions at hand, are forwarded to the Customer by email (hereafter referred to as ‘the Agreement’). The customer accepts the offer and thereby the Agreement by confirming email or by forwarding a signed print of the Agreement to IoT Fabrikken. An order confirmation is forwarded upon the Customer’s accepting the offer and forwarding the Agreement.

2.2 Technical information, instructions, etc.

Product information, illustrations, drawings, and information on technical data, such as volume, load capacity, performance, uptime, response time and the like in product descriptions, brochures, PowerPoint presentations, on IoT Fabrikken's website, etc. are indicative only. IoT Fabrikken's information is only binding when a separate written guarantee has been provided for this as part of the Agreement.

2.3 Prices

All prices exclude VAT and other charges, and any prices on the website must be regarded as indicative. IoT Fabrikken reserves the right to raise prices by up to 5% annually in each calendar year without notice. In the event of price changes beyond this, IoT Fabrikken is obliged to inform the Customer in writing with three months' written notice. IoT Fabrikken is also entitled to raise prices as a because of external circumstances over which IoT Fabrikken has no influence, including changed legislation, new authority regulations and taxes or the like.

2.4 Payment and payment terms

The customer is invoiced for IoT Fabrikken's services, products, and deliveries in accordance with the Agreement. Any invoice is due 14 days from the invoice date, unless otherwise stated on the invoice. If the payment deadline is exceeded, interest is accrued on the outstanding amount at an interest rate of 1.5% per commenced month calculated from the due date until payment is made. Payment with supplier service, payment service and OIO format is free. Other forms of payment are subject to an invoice fee in accordance with IoT Fabrikken's price list.

3. Contractual delivery and defect

3.1 Agreed delivery

IoT Fabrikken must deliver the agreed service, product or delivery in the agreed condition, quality and quantity and at the agreed time and place.

3.2 Delivery and delivery time

Delivery time and place can be found in the Agreement. In cases where delivery takes place at the Customer's address, transport takes place at the Customer's own expense and risk.

3.3 Defects, complaints and compensation

The Customer is obliged to check the delivery immediately after receiving it, and to examine it for any defects or damage. If the Customer notices defects or damage, the Customer must immediately report in writing to IoT Fabrikken with specification of the defects claimed. If a complaint is not made in time, the right to claim defects or damage will lapse. The complaint period for all deliveries is 12 months from the time of the delivery. Any defect claim, regardless of nature, must be made at the latest before the expiry of the complaint period. Otherwise, the Customer is precluded from claiming the defect.

3.4 Invoking deficiencies

If a delivery is defective, IoT Fabrikken is entitled, at IoT Fabrikken's own choice within a reasonable time, either to re-deliver, remedy or to notify the Customer of a reasonably proportionate refusal determined by IoT Fabrikken. The Customer cannot assert other rights of deficiency. IoT Fabrikken is entitled to have subcontractors carry out remedial measures or redelivery and rectification. If the Customer has claimed defects, and it turns out that there are no defects that can be claimed against IoT Fabrikken, IoT Fabrikken has the right to demand a reasonable remuneration for the work performed.

3.5 Indemnification and Limitation of Liability

If a delivery is defective or damaged, the Customer has, in addition to those in section 3.4 mentioned deficiency powers, claim for compensation for his loss. However, IoT Fabrikken is not liable in any case, regardless of the basis or the degree of negligence, for the Customer's indirect losses and consequential damages such as e.g., operating and profit loss, loss of goodwill, loss of expected savings, etc., just as IoT Fabrikken disclaims any responsibility for loss of data, software or costs for their restoration. IoT Fabrikken's liability for any loss or damage is limited in terms of amount to 25% of the amount the Customer has paid for the defective delivery or an amount corresponding to 25% of the Customer's ongoing payments to IoT Fabrikken in the last 6 months before the loss was suffered. IoT Fabrikken's total liability for damages is in any case limited to DKK 200,000. Limitation of liability according to this section does not limit IoT Fabrikken's obligations or liability under non-derogable Danish law.

3.6 Force majeure

IoT Fabrikken is not responsible for conditions that occur after the conclusion of the Agreement, and which prevent or postpone the fulfillment of the Agreement (force majeure), including but not limited to: War and mobilization, rebellions and disturbances, riots, acts of terrorism, natural disasters, strikes and lockouts, power failure or other interruption of or failure in the energy supply, public data facilities and communication systems, shortage of goods, shortages or delays in deliveries from or force majeure at sub-suppliers, fire, lack of transport options or interruption of normal traffic, currency restrictions, import and export restrictions, death, illness or the resignation of key persons, computer viruses, authority orders or other circumstances that IoT Fabrikken is not directly in control of or could not have reasonably foreseen. In this case, IoT Fabrikken is entitled to postpone delivery until the obstacle to fulfillment has ceased or alternatively, without liability, to cancel the Agreement in whole or in part.

3.7 Product liability and claims from third parties

IoT Fabrikken is responsible for personal injury and for damage to consumables according to the rules set out in the Product Liability Act. In addition, IoT Fabrikken disclaims any product liability in accordance with the product liability rules, which are not authorized by law, but have been developed in Danish jurisprudence. The amount of product liability cannot exceed the coverage of IoT Fabrikken's product liability insurance. The Customer is obliged to notify IoT Fabrikken in writing without undue delay if product liability damage has occurred or a claim has arisen from a third party, or there is a risk that such damage will occur. To the extent that IoT Fabrikken may be held liable to a third party, the Customer is obliged to indemnify IoT Fabrikken for any claim and for any costs beyond what the Customer is obliged to replace IoT Fabrikken according to the above limitation of damages.

4. Other conditions

4.1 Confidentiality

IoT Fabrikken is obliged to keep confidential information that IoT Fabrikken receives regarding the Customer's business, confidential. The customer undertakes to keep confidential information regarding the IoT Factory confidential. The confidentiality obligations of the parties continue for 3 years after the Agreement has ended.

4.2 Marketing and promotion

IoT Fabrikken is entitled to use the Customer as a reference in its own marketing material. IoT Fabrikken is entitled to market all IoT Fabrikken's other products and deliveries to the Customer via e-mail and addresses provided by the Customer to IoT Fabrikken. The Customer may at any time decline to receive marketing material.

4.3. Intangible rights

IoT Fabrikken has any copyright to software, IT solutions, written material and documents, manuals, etc. and IoT Fabrikken has any other intellectual property rights to "IoT Fabrikken", trademark and name rights, domain names, etc., results of IoT Fabrikken's services and results, any concept, know-how or methodology, etc.

4.4 Changes

IoT Fabrikken reserves the right to make modifications or replacements of deliverables provided that such modifications or replacements do not have a significant negative impact on the function or quality of the deliverables.

4.5. Assignment of the Agreement

IoT Fabrikken is entitled to transfer the Agreement to a third party without prior consent from the Customer. IoT Fabrikken may have its obligations under the Agreement performed by a third party, without, however, releasing IoT Fabrikken from compliance with these Terms.

4.6 Applicable law and jurisdiction

Any dispute between IoT Fabrikken and the Customer shall be governed by Danish law. Disputes shall be settled by the court at IoT Fabrikken's place of jurisdiction. Notwithstanding this, IoT Fabrikken may choose to have a dispute settled by arbitration at the Danish Institute of Arbitration. The case shall be handled in accordance with the "Rules for handling cases at the Danish Institute of Arbitration" in force from time to time. The seat of the arbitration tribunal shall be in Copenhagen.

II Specific conditions for 'IT solutions'

This Section II for IoT Fabrikken's IT solutions applies in addition to Section I, General Terms. In the event of any inconsistency between the General Terms and these special terms for IT solutions, these terms for IT solutions shall prevail.

1. Item - IT modules

IoT Fabrikken's IT solutions include various IT modules that handle several functions related to daily work at the Customer, which are described in more detail in the product information and programme for the IT module in question. The Agreement covers access to and use of IT modules in the relevant IT solution. IoT Fabrikken is entitled to continuously make further development and changes to modules, including changes in functionality, without the consent of the Customer. The Customer is entitled to general updates of the functionality of IT modules.

2. Right of use of IT solutions

On conclusion of the Agreement, the Customer is granted a non-exclusive, non-transferable, and time- limited right of use of the IT solution with associated modules and written documentation material. The right of use is limited to the Customer's own internal use for the agreed number of users (user license) and/or the agreed company (site license). The right of use cannot be transferred to third parties. The right of use shall lapse immediately if the Customer breaches the Agreement, including but not limited to failure to pay remuneration on time.

3. Duration and termination

The Agreement enters into force upon signature or confirmation of the Agreement by the Customer. Either party may then terminate the Agreement by giving 3 months' written notice (e.g., by e-mail) to the end of a month. In the event of a material breach by one party, the other party may terminate the Agreement unless the defaulting party remedies the breach within 14 days of receipt of a written demand. Any payment default is considered a material breach, which entitles IoT Fabrikken to terminate The Agreement, including immediately without notice to disconnect the Customer's access to the IT solution with associated IT modules.

4. Prices and payment

Upon the Customer's acceptance of IoT Fabrikken's offer, the Customer is invoiced for the set-up (connection) to the IT solution with associated IT modules, and pays for this, as IoT Fabrikken, upon the Customer's acceptance, begins the work of commissioning the Customer. Thereafter, the Customer pays an ongoing subscription fee for the use of the IT solution with associated IT modules, unless otherwise stated in the Agreement. Invoices are usually invoiced quarterly in advance, the first time IoT Fabrikken makes IT modules available to the Customer. If the Customer chooses - when establishing the Agreement - to prepay the subscription fee for a period beyond the first quarter, the Customer will automatically switch to payment of the normal subscription fee after expiry of the prepaid period. If the Customer is signed up for and uses SMS services, IoT Fabrikken reserves the right to charge expenses from subcontractors.

5. Hosting, uptime and back-up etc.

IoT Fabrikken's IT solutions with associated IT modules are hosted by IoT Fabrikken. IoT Fabrikken strives to ensure that IoT Fabrikken's IT solutions with associated IT modules are available 24 hours a day, all year round. However, IoT Fabrikken is entitled to interrupt the operation of an IT solution with associated IT modules when usual maintenance or other technical conditions make it necessary. Such maintenance is usually performed in the period between 22.00 and 06.00. IoT Fabrikken guarantees an uptime of the software in IT solutions with associated IT modules of 98% calculated quarterly in arrears on 1 January, 1 April, 1 July, and 1 October. Uptime is defined as all 24 hours of the day, all year round, minus the time during which the IT solution with associated IT modules or part of it cannot be used for error-free operation due to faults in equipment and/or software. Less significant faults, e.g., where fewer essential functions are temporarily out of operation, but where it is otherwise possible to maintain normal operation, or where the Customer chooses to postpone the correction of the fault, are not deducted from the uptime. Similarly, operational changes for which the Customer is responsible and external operational disruptions (including interruptions or disruptions of the Customer's network connection, power failures and the like) are not deducted from the uptime. The availability percentage is found by subtracting the downtime from the uptime, as defined above, according to the following formula: Availability percentage = (uptime - downtime) / uptime * 100 IoT Fabrikken makes daily backups of data on the servers belonging to/relevant to the IT solution and thereby also backups of the Customer's data stored in the IT modules. Such backup is stored to the extent necessary to re-establish the IT solution. The time spent by IoT Fabrikken to restore data lost because of the Customer's actions will be charged at the applicable hourly rate.

6. Support and releases

IoT Fabrikken assists the Customer with telephone support on working days in the period Monday - Friday 8.00 - 15.30 CET. Rectification of errors is carried out in accordance with clause 9. Tasks or questions with the character of consultancy services are settled separately at IoT Fabrikken's current hourly rate in accordance with section VI on "Special provisions for Consultancy Services". When IoT Fabrikken issues new versions and releases, the Customer is entitled to receive these without additional remuneration. Any new versions and releases are automatically covered by these terms and conditions. The Customer is referred to request support to the extent that IoT Fabrikken's distribution of new versions and releases does not sufficiently meet the Customer's needs.

7. Intellectual property rights, software rights and indemnification

IoT Fabrikken has, with respect to the rights of third parties, any copyright associated with IoT Fabrikken's IT solutions, and the Customer only acquires the right of use under the Agreement for the period of the Agreement. IoT Fabrikken holds the copyright and any other rights to the software and is entitled to sub-licence this on behalf of third parties. The Customer shall respect IoT Fabrikken's/third party's rights and indemnify IoT Fabrikken without limitation for any claim that may be made against IoT Fabrikken or that IoT Fabrikken is ordered to pay to third parties, including interest and costs, arising from the Customer's breach of these rights, including unauthorised disclosure of the software to third parties. The Customer is not authorised to break or change any security codes, just as the Customer is not authorised to change or remove information in the software or on the media on which the software is delivered concerning rights, trademarks, etc. The Customer is obliged to ensure that the software is kept inaccessible to third parties and that the software does not otherwise come into the possession of third parties.

9. Rectification of deficiencies

If IT modules cannot be used by the Customer due to circumstances for which IoT Fabrikken is responsible, IoT Fabrikken will initiate remediation within the same working day if the problem is reported by the Customer before 12.00 CET, and otherwise no later than the next working day. Working day means all days of the week except Saturdays, Sundays, and Danish public holidays as well as Constitution Day, New Year's Eve, and Christmas Eve. Rectification shall be free of charge unless the error or defect is due to circumstances for which the Customer is responsible. In that case, IoT Fabrikken reserves the right to invoice its time spent according to usual rates. In the event of IoT Fabrikken's failure to fulfil the guaranteed uptime, cf. clause 5, a proportional reduction in the fee for the quarter in question is offered. The discount is calculated according to the following formula: Discount = quarterly price + 25% x (A% ÷ B%), where A% is the guaranteed uptime, as calculated according to clause 5, and B% is the actual uptime percentage, cf. clause 5. Example: 10,000 + 25% x (98% ÷ 90%) = DKK 1,000. The discount in the fee may amount to a maximum of 25 % of the amount paid by the Customer for the quarter in question.

III Special terms and conditions for the "Personal Data and Data Processing Agreement"

This Section III on Personal Data and Data Processing Agreement applies in addition to Section I, General Terms and Conditions. In the event of any inconsistency between the General Terms and Conditions and these special terms and conditions for Personal Data and Data Processing Agreement, these terms and conditions for Personal Data and Data Processing Agreement shall prevail. Personal data IoT Fabrikken only processes personal data about the Customer, which the Customer provides to IoT Fabrikken. IoT Fabrikken only processes personal data about the Customer in accordance with IoT Fabrikken's personal data policy by entering into the Agreement, the Customer also accepts IoT Fabrikken's personal data policy. Data processing agreement In connection with IoT Fabrikken's delivery of IT solution(s) with associated IT modules to the Customer, cf. section II, and IoT Fabrikken's delivery of Consultancy Services to the Customer, cf. sections V and VI, IoT Fabrikken processes the personal data that the Customer has entered the IT modules on behalf of the Customer. On this basis, IoT Fabrikken and the Customer have entered the "Data Processing Agreement" below, whereby the Customer is the "Data Controller" and IoT Fabrikken is the "Data Processor". The purpose of the Data Processing Agreement is to ensure that the parties comply with the personal data legislation in force at any time, including in particular (i) the Personal Data Act (Act 2000-05-31 no. 429 with later amendments) and (ii) the Personal Data Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016) and (iii) supplementary Danish data protection law when these come into force/take effect.

1. Scope and Instructions

The Data Processor is hereby authorised to process the personal data listed in section 2 (hereinafter "Personal Data") on behalf of the Data Controller on the terms set out below. The Data Processor may only process Personal Data on the instructions of the Data Controller ("Instructions"). This Data Processing Agreement constitutes the Instruction, unless otherwise expressly agreed between the parties. The Data Processor may use all relevant means, including IT systems, unless otherwise specifically agreed between the parties. The Processor may process personal data outside the Instructions in cases where required by Union or national law to which the Processor is subject. In such cases, the Data Processor shall notify the Data Controller of the reason for this without undue delay. As far as possible, the notification shall be made before the processing is carried out and shall include a reference to the legal requirements on which the processing is based. However, notification may be omitted if this would be contrary to Union or national law.

2. Personal data and purpose

The Data Processor processes Personal Data for the Data Controller in connection with the Data Processor's hosting of IT solution(s) with associated IT modules for the Data Controller and in connection with the Data Processor's provision of support and consultancy assistance to the Data Controller in connection with the Data Controller's use of IT solution(s) with associated IT modules. The Data Processor shall only process ordinary Personal Data that the Data Controller has registered in the IT modules or otherwise provided to the Data Processor in connection with the Data Controller's use of the IT solution with associated IT modules or the Data Processor's provision of support and consultancy services. The personal data processed by the Data Processor on behalf of the Data Controller is limited to basic information about the users that the customer creates in the system (the users are typically limited to a small number of specialists who need access to measurement data in their daily work). The information about these users includes: - First Name and Last Name - Email - Phone Number (mobile) The Data Controller must explicitly inform the Data Processor if the Data Controller registers confidential or sensitive Personal Data in the IT modules or otherwise transfers confidential or sensitive personal data to the Data Processor. In such cases, it is the sole responsibility of the Data Controller to ensure that the instructions under this Data Processing Agreement, including the necessary technical and organisational measures to be implemented by the Data Processor to ensure an appropriate level of security, are sufficient and necessary to meet the requirements of applicable EU and national personal data legislation.

3. Obligations of the data processor

The Data Processor shall implement the necessary technical and organisational measures to ensure an appropriate level of security for the Data Processor's processing of the Personal Data for the Data Controller to meet the requirements of the personal data legislation in force at any given time.

4. Employee relations

The Data Processor shall ensure that employees who process Personal Data for the Data Processor have committed themselves to confidentiality and that the employees in question only process these in accordance with the Instructions. Access to the Personal Data shall be limited to those employees for whom it is necessary to process the Personal Data to fulfil the Data Processor's obligations to the Data Controller.

5. Documentation of compliance with obligations

Upon written request, the Data Processor shall, with regard to the Personal Data, document to the Data Controller that the Data Processor: 1. complies with its obligations under this Data Processing Agreement and the Instructions, and 2. complies with the provisions of the personal data legislation applicable from time to time. At the written request of the Data Controller, the Data Processor shall contribute to and provide access to the audit. The audit shall be carried out during normal working hours and shall be carried out to cause the least possible inconvenience to the Data Processor. The Data Controller shall ensure that its employees and third parties engaged by the Data Controller to perform the audit are subject to the same confidentiality obligation as follows from clause 13. The Data Processor is entitled to payment according to time spent for audit assistance.

6. Security breaches

The Data Processor shall without undue delay notify the Data Controller of a personal data security breach if this could lead to accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to the Personal Data ("Security Breach"). The Data Processor shall, to the extent necessary and reasonable, assist the Data Controller in connection with the fulfilment of the Data Controller's obligations when processing the Personal Data, including by: 1. responses to data subjects in exercising their rights, 2. security breaches, 3. Enquiry from the supervisory authorities.

2. The Data Processor is entitled to payment according

to time spent and materials consumed for such assistance.

7. Obligations of the Data Controller

It is the Data Controller's responsibility that the Instructions are lawful in relation to the personal data legislation in force at any given time and that the Instructions are appropriate in relation to this Data Processing Agreement and the services and deliveries that the Data Processor must provide to the Data Controller under the Agreement.

8. Sub-processors

With the Data Processing Agreement, the Data Controller gives its prior general authorisation for the Data Processor to make use of third parties for the processing of the Personal Data ("Sub-Processors"). At the time of the conclusion of the Data Processing Agreement, the Data Processor uses the Sub- Processor(s) listed on the Data Processor's website IoT Fabrikken.com. The Data Processor shall notify the Data Controller of any changes herein. The Data Processor and the Sub-Processor shall enter into a written agreement that imposes on the Sub-Processor the same data protection obligations that are incumbent on the Data Processor pursuant to this Data Processing Agreement. In addition, the Sub-Processor shall also only process the Personal Data on the instructions of the Data Controller. The Data Processor is directly responsible for the Sub-Processor's processing of the Personal Data in the same way as if the processing were carried out by the Data Processor itself in accordance with this Data Processing Agreement.

9. Transfers to third countries

IoT Fabrikken only uses sub-processors domiciled within the EU/EEA. EU personal data legislation.

10. Amendment of the Instructions

Each Party is authorised to amend the Instructions if required by applicable legislation. The parties shall, where appropriate, discuss and, if possible, agree on the implementation of the changes, including the implementation time and costs. However, the Data Processor shall be entitled to initiate the implementation of changes to the Instructions and to ensure that such changes are implemented if this is necessary to comply with applicable legislation. The Data Processor shall be entitled to payment of all costs directly related to changes to the Instructions, including implementation costs and increased costs for the provision of the Data Processor's other services and deliveries under the IT Solution Agreement. The Data Processor shall be exempt from liability for non-delivery of deliveries and services under the IT Solution Agreement to the extent that (including in terms of time) delivery thereof would be contrary to the amended Instructions or delivery in accordance with the amended Instructions is impossible.

11. Liability and limitation of liability

The Data Processor disclaims any liability for indirect and consequential losses, including operating losses, loss of goodwill, loss of savings and revenue, including costs of recovering lost revenue, loss of interest and loss of data. Furthermore, the Data Processor shall not be liable for matters arising from the Data Controller's failure to comply with this Data Processing Agreement or the EU or national legislation applicable from time to time. The Data Processor's liability for all cumulative claims under the Data Processing Agreement is limited to the total payments due for the IT solution for the most recent 12-month period immediately preceding the harmful act. If the Data Processing Agreement has not been in force for 12 months, the amount is calculated as the agreed payment for the IT solution during the period that the Data Processing Agreement has been in force, divided by the number of months that the Data Processing Agreement has been in force, and then multiplied by 12. The following are not covered by the limitation of liability in this clause 11:

1. Losses resulting from the Data Processor's grossly

negligent or wilful acts. 2. 2. Expenses and resources used in the fulfilment of the Data Processor's obligations to a supervisory authority or the data subject, as well as fines imposed by a supervisory authority or a court, to the extent that such are caused by the Data Processor's breach. 3. 3. Losses suffered by the Data Processor because of the Data Controller's failure to comply with this Data Processing Agreement or the EU or national legislation applicable from time to time.

12. Duration and termination

The Data Processing Agreement is valid until either (i) the IT Solution Agreement is terminated, or (ii) the Data Processing Agreement is terminated or cancelled in accordance with the provisions below. The Data Processing Agreement may only be terminated or cancelled in accordance with the provisions on termination and cancellation of the IT Solution Agreement, cf. Special Terms and Conditions for IT Solutions, Section II, Clause 3. Termination or cancellation of this Data Processing Agreement may only be affected by - and entitled to - simultaneous termination or cancellation of the IT Solution Agreement to the extent that it concerns the processing of Personal Data pursuant to the Data Processing Agreement.

13. Confidentiality

Information concerning the content of this Data Processing Agreement, the underlying IT solutions, the other party's business, which either in connection with the transfer to the receiving party is indicated as confidential information, or which by its nature or otherwise clearly must be perceived as confidential, must be treated confidentially and with at least the same care and discretion as the party's suitable confidential information. Data, including Personal Data, always constitute confidential information. However, the obligation of confidentiality does not apply to information which is or becomes publicly available without this being due to a breach of a party's obligation of confidentiality, or information which is already in the possession of the receiving party without a corresponding obligation of confidentiality or information which has been independently developed by the receiving party.

14. Effects of the termination of the Data Processing Agreement

The Data Processor's authorisation to process the Personal Data on behalf of the Data Controller shall lapse upon termination of the Data Processing Agreement for whatever reason. However, the Data Processor may continue to process the Personal Data for up to 24 months after the termination of the Data Processing Agreement, to the extent that this is necessary to take necessary statutory measures or otherwise follows from applicable law. During the same period, the Data Processor is entitled to include the Personal Data in the Data Processor's usual back-up procedures. The Data Processor's processing during this period is still considered to be following the Instructions. The Data Processor and its Sub-Processor shall return all Personal Data processed by the Data Processor under this Data Processing Agreement to the Data Controller upon termination of the Data Processing Agreement, to the extent that the Data Controller is not already in possession of the Personal Data. The Data Processor is then obliged to delete all personal data for the Data Controller. The Data Controller may request the necessary documentation that this has been done.

IV Special conditions for "Hardware."

This Section IV on IoT Factory's sale and supply of all kinds of equipment/hardware/products ("Hardware") applies in addition to Section I, General Terms. In the event of any inconsistency between the General Terms and these special terms for Hardware, these terms for Hardware shall prevail.

1. Delivery and place of delivery

Delivery shall be made to the business address stated by the Customer, unless otherwise agreed in writing. If delivery cannot be made due to the Customer's circumstances, the goods remain at the Customer's expense and risk in IoT Fabrikken's warehouse.

2. Guarantee

The hardware is covered by a one-year warranty.

3. Changes made by the Customer and disclaimer of liability

The Customer is solely responsible, and IoT Fabrikken is always without liability, for stated defects in the Hardware due to, among other things, changes in design, execution, etc. made by the Customer, repairs performed by the Customer or others than IoT Fabrikken or IoT Fabrikken's authorised service partners. IoT Fabrikken is not liable for software errors and software- related errors on the Hardware, loss of data and lack of backup (including in connection with repair, rectification and service, etc.), incorrect installation/treatment, wear and tear, violence, water damage, fire, unstable power supply, incorrect mains connection (including failure to use a three-pin power plug where such is supplied), inadequate or insufficient ventilation or consequential errors due to the use of other connected equipment such as printers.

4. Returns

The hardware is non-returnable, and the purchase cannot be cancelled. If it is agreed that the Hardware can be returned, returns must be in unbroken and undamaged original packaging. IoT Fabrikken reserves the right to deduct a return fee of 15 % and an amount corresponding to the depreciation of the value of the Hardware when crediting.

VI Special provisions for "Consultancy services"

This section VI for IoT Fabrikken's sale and supply of all kinds of services (including, for example, support and maintenance, project management, operational assistance, programme development, adjustments, training, feasibility studies or advice in connection with the supply of hardware/software, etc. hereinafter collectively referred to as "Consultancy Services")) applies in addition to section I, General Terms. In the event of any inconsistency between the General Terms and Conditions and these special terms for Consultancy Services, these terms for Consultancy Services shall prevail.

1. The service and its scope

The consultancy services to be provided by IoT Fabrikken are described in a separate written agreement with the Customer. If the content and scope of the consultancy services are not sufficiently defined, IoT Fabrikken's opinion shall be taken as a basis. IoT Fabrikken is not responsible for whether the results expected by the Customer are achieved. Consultancy services are settled based on time spent and costs incurred. Unless otherwise agreed in writing, the consultancy services are performed within normal working hours, which are working days (as defined in clause 9 in Section II on special terms for IT solutions) between 8.00 and 17.00 CET.

2. Replacement of the consultant

If the consultancy services are performed by employees of IoT Fabrikken, the Customer is entitled to request IoT Fabrikken to replace such employee if the Customer can provide a reasonable justification. Thereafter, IoT Factory will use its best endeavours to replace the employee in question. In such circumstances, IoT Factory shall not be liable for any delay in making such replacement.

3. Customer complicity and breach of contract

The Customer must provide IoT Fabrikken with sufficient and necessary information for the Consultancy Services to be delivered, and the Customer must provide the necessary workplaces. If circumstances for which the Customer is responsible cause that the Consultancy Services cannot be delivered or that they are delayed, IoT Fabrikken is entitled to claim remuneration for the consultants who were available for the delivery of the Consultancy Services as well as the extraordinary resources that IoT Fabrikken has had to use as a result of the delay with deduction of the invoicing to another party that IoT Fabrikken has made. If the Customer otherwise breaches the agreement on Consultancy Services, IoT Factory is entitled to claim full payment for the Consultancy Services, regardless of whether the scope of the Consultancy Services has only been estimated or estimated by IoT Factory. If no fee or time consumption has been estimated or estimated, IoT Factory is entitled to a fee corresponding to the time consumption that would usually be spent on an assignment of the nature in question with deduction of the invoicing to another party that IoT Factory has made.

4. Remuneration, costs, and expenses

IoT Fabrikken invoices the Customer based on time spent and costs incurred, including travelling time, based on IoT Fabrikken's hourly rates for the employees providing the Consultancy Services. Work outside the above-mentioned normal working hours is subject to an extra charge in accordance with IoT Fabrikken's prices applicable from time to time. Unless otherwise agreed in writing, expenses incurred, including expenses for transport, accommodation, and catering, and IoT Fabrikken's remuneration shall be invoiced in arrears each month for the time spent in the month.

5. Timetable

Consultancy services are provided from the agreed start-up date. If a time schedule is agreed, this is only an estimate based on the available basis and not an absolute delivery deadline. IoT Fabrikken is entitled to use its own employees, subcontractors selected by IoT Fabrikken or others who, in IoT Fabrikken's opinion, have the necessary competence to perform the Consultancy Services.