General
myPallet grants the licensee a time-limited, non-transferable and non-exclusive right to use one or more of myPallet’s software solutions.
The right of use of the myPallet software only includes the licensee’s own use of the software (including any subcontractor(s) using the myPallet app as part of fulfilling the licensee’s needs) and only in relation to the number of users that the licensee has paid for at any given time.
The right of use is conditional upon the licensee maintaining payment of myPallet invoices for the use of the software at all times.
As a licensee, you are not permitted to copy or otherwise dispose of the myPallet software. The licensee is also not permitted to break or alter any license keys, security codes or source code.
1 Application of Terms and Conditions
The following terms and conditions apply to all offers, order confirmations, sales and deliveries from myPallet, unless otherwise agreed in writing between the parties.
2 Product Information, Price Lists, etc.
myPallet software is a standard software product that only contains the functions described in the documentation related to the software, as well as the functions included in the software itself.
Information contained in brochures, price lists and other product information from myPallet is only binding to the extent that the agreement with the customer explicitly refers to such information.
Technical documentation provided by myPallet to the customer may only be used in connection with the products delivered by myPallet and must not be copied, reproduced or passed on to unauthorized third parties.
myPallet continuously develops its software, which is released through future updates or versions.
To use the latest updates or versions, the licensee must update both the myPallet app and the myPallet web portal.
3 Prices and Delivery Clause
Unless otherwise stated, all prices in myPallet’s offers, order confirmations and other references are stated in Danish kroner (DKK), excluding VAT, duties and taxes.
myPallet reserves the right to change prices until the time of delivery unless otherwise agreed. Annual price adjustment on all subscription solutions is 5%.
Customer-specific Development and Subscription Adjustment
All customer-specific development tasks are carried out based on a prior written and accepted offer from the customer.
For each approved development task, a surcharge of 5% of the total value of the development task will be applied. This surcharge is incorporated as an ongoing adjustment to the customer’s existing subscription fee and takes effect from the time of delivery.
The surcharge is invoiced as an integrated part of the subscription service and follows the applicable subscription terms.
4 Acceptance Deadline for Offers
If myPallet issues an offer without a specified acceptance deadline, the offer expires if it is not accepted within 30 (thirty) days from the date of the offer.
5 Delivery of Product
Unless otherwise stated in writing, delivery times are estimated to the best of myPallet’s judgment.
If delivery is delayed by more than 50 working days due to myPallet, the customer is entitled to cancel the contract regarding the delayed product. If the delay exceeds 100 working days and significantly affects operations, the customer may terminate the entire contract.
If the customer postpones delivery, myPallet is entitled to invoice the purchase price with payment due on the original delivery date.
In cases of force majeure (see section 13), delivery is suspended for the duration of the hindrance. If delivery becomes disproportionately costly, myPallet reserves the right to cancel the agreement.
In the event that force majeure has prevented delivery for more than 6 (six) months calculated from the delivery date specified by myPallet – both parties shall have the right to cancel the purchase. As a result, the customer shall not be entitled to claim any form of compensation for either direct or indirect losses. Furthermore, the customer may not raise any claims against myPallet as a result of the delay.
6 Ownership
When purchasing myPallet’s software, the customer only acquires a right of use to the software in question. In this connection, the customer undertakes to comply with the provisions of the licensor (myPallet). myPallet may terminate the right of use if the customer does not comply with the terms of the license, after which the customer’s right to use the software shall cease.
Upon downloading apps and setting up the dashboard, the customer must verify that the software functions correctly. Any defects that are discovered or should have been discovered in connection with this verification, or that are discovered later, must be reported in writing to myPallet immediately and no later than 5 (five) days after installation. Under no circumstances may the customer assert defects against myPallet later than 30 days from the installation date.
myPallet has no obligation to remedy hardware/software that the customer has modified or set up incorrectly.
In addition to what is stated in section 9, the customer may not raise any claims against myPallet in connection with defects/problems with the software, regardless of whether the customer’s losses or costs are caused directly or indirectly by such defects.
7 Product Liability
For damage to persons, buildings or other material damage (product liability), myPallet is liable to the extent that such liability follows from mandatory law. myPallet shall NOT be liable for damage to the customer’s property or other property intended for commercial use (commercial property damage). In this connection, it is specified that myPallet shall not be liable for the customer’s loss of data as a result of missing software or other delivered products.
8 Disclaimer and General Limitation of Liability
myPallet’s liability under the agreement shall, unless otherwise stated in this section 11, be limited to an amount corresponding to 100% of payments received by myPallet under the agreement in the twelve months preceding the event giving rise to the claim. This limitation of liability does not apply in cases of personal injury as a result of product liability or liability arising from intent or gross negligence on the part of myPallet.
9 Indirect Loss
Under no circumstances can myPallet be held liable for operational losses, loss of profit or other indirect losses or consequential damages.
10 Jurisdiction and Governing Law
Any disputes that may arise in connection with the agreement shall be settled by the Copenhagen City Court. Any dispute between the parties shall be governed by Danish law.
Force majeure
myPallet shall be released from any obligation towards the customer as a result of circumstances that prevent the fulfillment of the agreement or make fulfillment unreasonably burdensome, including labor disputes and any other circumstances beyond the control of the parties, such as fire, war, mobilization or military call-up of a similar scope, requisition, seizure, currency restrictions, riots and unrest, lack of means of transport, hacker attacks, natural disasters, shortage of goods as well as delays of products from any subcontractors. If the force majeure event exceeds more than 90 working days, each party shall have the right to terminate the agreement, with a written justification, without this giving rise to any claims between the parties, including compensation or damages.
11 Installation & Support/Hotline
In connection with the installation of myPallet’s software, the customer must ensure that its own systems, servers, networks, etc. have the necessary capacity.
If the customer requests assistance with the installation of the products, the costs in this connection shall be borne by the customer.
If the customer requests assistance from myPallet for the installation of software, this service shall be charged in accordance with myPallet’s rules/costs relating to installation. Transport costs in this connection shall be borne solely by the customer, unless otherwise agreed in writing upon receipt of the order confirmation.
1 hour of FREE support/hotline per month is included. Additional time consumption shall be charged by myPallet at a fixed hourly rate of DKK 1,200 per hour (minimum DKK 1,200).
12 Payment Terms
Unless otherwise agreed in writing, myPallet invoices must be paid no later than 10 days after the invoice date. In the event of payment after the due date, myPallet will charge default interest amounting to 2% per month, however minimum DKK 150. Furthermore, myPallet is entitled to charge reminder fees and collection fees in accordance with the provisions of the Danish Interest Act.
Invoices will be issued via email invoicing. Depending on the scope of the agreement, the first invoice will include the first 3 (three) to 12 (twelve) months of costs in connection with the use of myPallet software. Invoices will be issued via email invoicing. Any settlement in connection with ‘additional number of apps’ will be settled with retroactive effect on the next billing.
Payment with discharging effect can only be made to the account stated on the invoice. Invoices are subject to an environmental fee/invoice fee in accordance with the applicable prices at any time. The customer shall pay the applicable VAT and any other public charges.
The customer is not entitled to offset any counterclaims that have not been acknowledged in writing by myPallet and is not entitled to withhold any part of the purchase price on the basis of such claims.
If the customer is in arrears with payments to myPallet, including payments under other agreements with myPallet, myPallet reserves the right to withhold the data in its possession until the arrears have been paid.
myPallet also reserves the right to shut down access to the use of myPallet’s software – covering both the myPallet app and the myPallet web portal – for all users created by the customer and paid for in myPallet’s systems. This shall apply until the arrears have been paid.
If the customer requests changes to the contract, including in connection with changes to terms or transfer to a third party, and this is agreed with myPallet, a change fee will be invoiced consisting of a base amount and an amount per change in user rights.
13 Termination and Binding Period
The licensee may terminate the license agreement with myPallet in writing.
Notice period: Payment for the use of myPallet is based on a minimum of 18 (eighteen) months. In some cases, the notice period is longer, from 18 (eighteen) to 24 (twenty-four) months. In such cases, this will appear as part of the written agreement between myPallet and the licensee.
myPallet may at any time terminate a license agreement with 3 (three) months’ prior written notice. In connection with termination by myPallet, any prepaid license in accordance with the license agreement will be credited.
Binding period: The minimum binding period after commencement is 18 (eighteen) months, unless otherwise stated in the written agreement between myPallet and the licensee.