Version 1.0 – November 2025

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This document describes the standard terms and conditions for the collaboration between Init Denmark A/S and the Customer. The standard terms and conditions apply to consulting and assistance as well as to the sale of Products. Any deviation from the standard terms and conditions can only be made by written agreement between the Parties.

Scope

Unless otherwise agreed in writing, these terms and conditions (the “Standard Terms and Conditions”) between Init Denmark A/S, Gladsaxevej 382, 2860 Søborg, CVR no. 19256707 (“Init”) and Init’s customers (“Customer”) – collectively referred to as the “Parties” – apply to Init’s sale of products (“Products”) and, where applicable, installation, consultancy or other services (“Services”), collectively referred to as the “Delivery”.

The Standard Terms and Conditions and the proposal/work description are deemed to have been accepted by the Customer upon the Customer’s acceptance of the proposal or ordering of the Delivery.

Production & sales rights & copyright

After delivery and payment have been made, the right of use for the Delivery is transferred to the Customer. The Customer is only entitled to use the Delivery for the purpose for which it has been prepared or developed and in accordance with applicable Danish legislation. Until payment has been made, Init retains all rights, including the right to use the Delivery.

All other rights to the Delivery, including production and sales rights as well as the copyright to drawing material, designs, specifications and the standard software products marketed by Init from time to time and their source codes, always remain with Init or with the third-party provider. This applies regardless of the medium on which they may be available.

The rights of use for the Delivery are limited to the Customer’s own use, and may not be disclosed to or made available to third parties, unless this has been separately agreed in writing between the Parties.

Confidentiality

Init is obliged to observe customary commercial confidentiality regarding the content of the Delivery to the Customer and the Customer’s confidential information.

The Customer is similarly obliged to observe customary commercial confidentiality with regard to the information on prices, development methodology and project solution that the Customer comes into possession of as part of the Parties’ cooperation.

However, Init and the Customer are both entitled to use the collaboration as a reference for general marketing purposes.

Delivery terms, prices, etc.

Unless otherwise stated in a separate written agreement, the following applies to Deliveries of any kind from Init:

Scope of delivery
The scope of the Deliverables corresponds to what is stated in Init’s proposal and/or Init’s description of the Deliverables and otherwise corresponding to Init’s normal standard.

Delivery
Delivery takes place in accordance with the schedule/deadlines in Init’s proposal and from the time when the order is confirmed by Init, any agreed amount on account has been entered into to Init and all necessary information/documents etc. from the Customer for start-up have been received by Init.

Customer’s responsibility
Customer shall provide Init with timely and unfettered access to the necessary systems, data and information required for Init to provide Products and Services. The Customer must ensure that relevant system prerequisites are met and that Init obtains the necessary technical permits and access rights. The Customer must also provide qualified contact staff and loyally contribute to the fulfilment of Init’s obligations.

The Customer is responsible for ensuring that the Deliveries can be carried out by Init under conditions that are in accordance with applicable laws and regulations for the working environment at the Customer’s facilities.

If, during the course of the collaboration, the Customer needs to provide information or the like, or approve parts of the material before it can be further processed, the Customer is obliged to do so promptly after receipt, so that delays are avoided. In the event that the Customer does not comply with this, that the Customer does not provide information on time, or that the Customer has delayed the work in any other way, Init is entitled to an extension of the delivery time as well as compensation for additional costs, corresponding to the period in which the Customer has delayed the Delivery.

Changes
If there are changes to the Delivery in terms of time and price as a result of a change in the Delivery or in the conditions for its execution, this will be agreed in a change order.

Delivery of Products
Delivery is EXW Incoterms 2020. Init is, if the Customer wishes, helpful in arranging shipping at the Customer’s expense and risk.

Prices
Unless otherwise specified by Init, the Deliverables are provided on a time and material (T&M) basis and Init shall be compensated for actual hours and costs incurred. Init invoices monthly according to actual costs/time.

If expressly agreed with Init, the Deliveries may be made at a fixed price and invoiced according to a payment schedule.

All prices are net prices as well as excluding VAT and any other taxes. Init reserves the right to adjust prices annually. Taxes, duties or other applicable taxes or costs that may be incurred abroad in connection with the delivery of Init must be paid by the Customer.

The Parties acknowledge that changes in economic or regulatory conditions, including new or increased tariffs, trade restrictions or other circumstances beyond Init’s reasonable control, may affect Init’s cost of procuring, manufacturing or supplying Products and Services. If such circumstances result in an increase in Init’s costs, Init is entitled to a corresponding and reasonable adjustment of the agreed price. Init must inform the Customer in writing of the impending price adjustment, stating the reasons and extent.

Similar conditions may affect the delivery times according to the agreement. In that case, Init is entitled to a reasonable extension of the delivery time.

Travelling
Travel time is invoiced according to time spent. Travel and accommodation expenses are invoiced to the Customer with a surcharge of 10%.

Expenses
Expenses in connection with the Delivery will be invoiced separately to the Customer, unless otherwise agreed.

Payment terms
The payment terms are 20 days from the invoice date. In the event of late payment, an interest surcharge of 1% is calculated per commenced month from the date of issue of the invoice. The Customer is not entitled to withhold payments or set off claims against Init.

Defects & complaints

Init will at all times endeavour to secure that the Delivery is provided in accordance with the standards and specifications that are customary and generally recognised within the industry. In the event of defects in the Delivery, this provision shall apply.

The Customer is obligated to immediately upon receipt examine the Delivery for defects and to notify Init in writing without undue delay about any observed defects. Hidden defects and defects that could not be discovered by a normal examination upon receipt, the Customer must notify in writing without undue delay after the Customer has discovered or should have discovered the defect. If the Customer fails to carry out a proper investigation or to notify in writing without undue delay, the Customer forfeits the right to make a claim in connection with such defects.

For Services, any errors or omissions must be notified in writing without undue delay after delivery, and Init’s liability for these ceases no later than 3 months after the delivery of the Service in question.
Init’s liability for defects in Products is limited to 1 year from delivery. If Init delivers or installs a Product that has been delivered directly from a subcontractor without changes, and where a longer warranty period applies according to the subcontractor, Init’s liability is extended to the same extent, provided that the Customer has been made aware of this, either in writing or through product material.

Init is only obliged, at its sole discretion, to rectify identified defects or errors/omissions, re-deliver or pay a proportionate reduction of the price.

Defects caused by damage, wear and tear, inadequate maintenance and/or incorrect operation, alterations or repairs, as well as consumable parts, are not covered by Init’s obligation to rectify defects.

Limitation of liability

Init shall not be liable for any loss, damage or delay of any kind, unless such loss, damage or delay is due to intent or gross negligence on the part of Init. This applies to all types of loss, including direct and indirect financial loss, as well as delays in delivery or fulfilment of Init’s obligations.

Init only assumes liability for personal injury and property damage to the extent that such liability follows from Danish product liability legislation, and only to the extent that may be imposed on Init under such rules.

To the extent permitted by law, Init is not liable for damage to real property or movable property that occurs while the Delivery is in the Customer’s possession, or for damage to products manufactured by the Customer or in which the Delivery is a part. For all other property damage caused by defects in the Delivery, Init also disclaims liability, unless the damage is due to intent or gross negligence on the part of Init.

The Customer shall indemnify Init for any claim by third parties which may exceed the liability Init has assumed under this provision.

Customer-specified services

In the event that the Customer has instructed specifications for a Delivery, Init is solely responsible for meeting these specifications, but has no responsibility for the specified Delivery being functional or suitable for the purpose for which the Customer may wish to use it.

Init is not responsible for copyright or other rights that may be infringed by the developed Delivery, if such infringement can be attributed to the Customer’s specifications. It is the responsibility of the Customer to investigate such matters.

Force Majeure

Neither Party shall be deemed to have breached the Agreement or be liable to the other Party for any loss, damage, delay or failure to perform any obligation under this Agreement, as a consequence of circumstances beyond the reasonable control of that Party, including, but not limited to, strikes, lockouts, work stoppage, insurrections, riots, war, fire, natural disasters, embargo, transportation shortages, acts or omissions of authorities, pandemic, epidemic, cyberattack, cyberterrorism, or similar events, as well as loss, damage, or delay caused by subcontractors due to such circumstances.

The Party affected by a force majeure event shall notify the other Party in writing without undue delay of the commencement and termination of such event.

Export control

The Customer undertakes to comply with applicable export control and sanctions legislation in connection with the use, transfer or resale of Init’s Products and Services. Customer may not, without appropriate permission, export, re-export, resell or otherwise transfer Products or Services in violation of such rules.

Init reserves the right to refrain from delivering Products or Services or fulfilling any other obligations under the Agreement to the extent necessary to comply with applicable export control or sanctions legislation. Such circumstances shall not be regarded as a breach of the agreement.

Applicable law & jurisdiction

The Parties’ contractual relationship is subject to Danish law.

Any dispute between Init and the Customer regarding the Parties’ contractual relationship, including these Standard Terms and Conditions, which arises from the Parties’ dealings or cooperation, shall be settled by arbitration in accordance with the rules of the Danish Institute of Arbitration and will take place in Copenhagen.