General terms and conditions of sale and delivery

Bazinga Platano ApS · CVR: DK-43597728. Last updated: 19.10.2026

This is a translation of the Danish terms (Almindelige salgs- og leveringsbetingelser). In case of doubt or conflict, the Danish version applies.

1. Scope

1.1 These general terms and conditions of sale and delivery ("Terms") apply to all sales of goods and services from Bazinga Platano ApS ("Seller") to the customer ("Buyer").

1.2 The Terms apply unless otherwise agreed in writing between the parties.

1.3 The Buyer's general terms do not apply, regardless of whether they have been communicated to the Seller, unless the Seller has accepted them in writing.

2. Offers and conclusion of agreement

2.1 Offers from the Seller are valid for 14 days from the date of the offer, unless otherwise stated.

2.2 A binding agreement exists when the Seller has received the Buyer's acceptance, or when the Buyer has completed an online purchase or an online booking.

2.3 For online orders and bookings, the Seller reserves the right to decline delivery of the service. In that case, the amount paid is refunded to the Buyer via the original payment method.

3. Services and delivery

3.1 The Seller provides IT advice, consulting services, software development, AI solutions, infrastructure, DevOps, communication training and related services as described on micdobro.com and in the specific agreement with the Buyer.

3.2 The services include, among others: What Next? (a scoped advisory engagement), fixed-price projects, prepaid hours (klippekort), Fractional CTO / ongoing collaboration, advice under SMV:Digital, and other productised or tailored tasks shown on the Seller's website at the time of purchase.

3.3 Unless expressly stated otherwise in the service description or order confirmation, all services are delivered online (via video call, remote access or other digital means). The Buyer cannot require the Seller to be physically present at the Buyer's premises unless this has been separately agreed and paid for in accordance with clause 3.5.

3.4 The Buyer is responsible for giving the Seller the necessary access to systems, information and staff that the Seller needs in order to perform the agreed services.

3.5 If the Buyer wants the Seller to be physically present, this must be agreed in advance. The Buyer bears all travel-related costs, including transport, accommodation and travel time. Travel time is invoiced at the Seller's standard hourly rate.

3.6 The Seller performs the services as an independent business. The agreement between the parties does not constitute an employment relationship, and neither the Seller nor the Seller's staff or subcontractors are employed by the Buyer.

3.7 The Seller organises the work independently, including method, tools, working hours, place of work and sequence, in order to deliver the agreed result. The Buyer can set requirements for the result and deadlines, but cannot instruct how the work is carried out.

3.8 The Seller is not part of the Buyer's organisation or management hierarchy and has no staff responsibility for the Buyer's employees.

3.9 The Seller uses its own equipment, software licences and tools and bears the costs of these, unless otherwise agreed for the specific task.

3.9a If the Buyer, for security or access reasons, provides the Seller with accounts, email addresses, VPN access or similar, this is solely to give the Seller controlled access to the Buyer's systems. It does not change the fact that the Seller is an independent supplier, cf. clauses 3.6 to 3.8.

3.10 The Seller bears the financial risk for its own services, including remedying defects at its own expense, cf. clause 8.3. For fixed-price tasks, the Seller bears the risk that the task requires more time than estimated.

3.11 The Seller is free to take on tasks for other customers, also while the collaboration with the Buyer is ongoing. The agreement involves no exclusivity unless otherwise agreed in writing.

3.12 The Seller invoices its services with VAT and is itself responsible for its own taxes, duties, insurance and staff matters. The Buyer provides no salary, holiday pay, pension or other employee benefits to the Seller or the Seller's staff.

4. Time registration and invoicing

4.1 All time-based services are billed in intervals of 15 minutes.

4.2 Time spent on the Buyer's matter includes, among other things: meetings, calls, research, preparation, development, troubleshooting, travel time (if relevant) and written communication directly related to the task.

4.3 Fixed-price services and products are invoiced as stated in the service description or order confirmation. Work beyond the agreed scope is invoiced separately at the Seller's standard hourly rate in intervals of 15 minutes.

5. Prices and payment

5.1 All prices are stated excluding VAT unless otherwise indicated. Danish VAT (currently 25%) is added in accordance with applicable rules.

5.2 Unless otherwise agreed, the payment term is 8 days from the invoice date.

5.3 Payment is made by bank transfer to the Seller's bank account or via another payment method that the Seller accepts and has stated (e.g. Stripe).

5.4 If the Buyer has not paid an invoice within 7 calendar days after the due date, the Seller may suspend delivery of all services until payment has been received. The Seller may also charge interest from the due date at 1.5% per month.

5.5 If the Buyer, without prior agreement, is more than 30 days late with payment on two or more separate occasions, the Seller reserves the right either (a) to suspend all further collaboration until outstanding amounts have been paid, or (b) to require prepayment for all future services. The Seller gives the Buyer written notice before using either of these measures.

5.6 The Buyer is not entitled to set off or withhold any part of the purchase price due to counterclaims, unless these have been acknowledged in writing by the Seller.

5.7 Costs of AI tools and token usage that the Seller uses in performing the services are included in the price, unless expressly stated otherwise in the offer or order confirmation. Ongoing running costs of AI services in delivered solutions, such as API usage after handover, are borne by the Buyer, unless otherwise agreed.

6. Refunds

6.1 Unless otherwise stated, services, products and digital goods are not refunded.

6.2 For recorded courses and digital products, no refund is given once access has been granted.

6.3 For scheduled sessions (e.g. What Next? and other meetings booked via booking.micdobro.com), cancellations made less than 24 hours before the scheduled time are not refunded. Cancellations made more than 24 hours before the session can be rescheduled once at no extra cost.

7. Intellectual property

7.1 All deliverables prepared specifically for the Buyer (reports, code, configurations, documentation, architecture designs) become the Buyer's property upon full payment.

7.2 The Seller retains all rights to existing intellectual property, including tools, methods, frameworks, templates, reusable code libraries and general know-how that the Seller has developed independently or prior to the task. Where such existing rights are part of deliverables, the Buyer receives a non-exclusive, perpetual and royalty-free licence to use them as part of the delivered solution.

7.3 The Seller retains the right to reuse general techniques, knowledge and non-customer-specific patterns gained during the task, provided that no confidential information about the Buyer is disclosed.

7.4 For development projects with special requirements regarding intellectual property, the parties may enter into a separate agreement governing the rights in more detail.

7.5 The Seller is not liable for infringement of third-party intellectual property rights caused by the delivered services, unless the infringement is intentional.

7.6 Recorded courses and digital teaching material remain the Seller's intellectual property. They are licensed for the Buyer's internal use only. Redistribution, copying, recording or sharing with third parties is prohibited without the Seller's written consent.

8. Defects and complaints

8.1 The Buyer must examine delivered services and goods immediately upon delivery. If the Buyer wishes to claim a defect, the Buyer must notify the Seller in writing without undue delay, stating the nature of the defect.

8.2 Complaints about defects must be made no later than 30 days after delivery. After that, the Buyer loses the right to complain.

8.3 The Seller will, at its own choice, remedy or replace defective deliverables within a reasonable time. If this does not happen, the Buyer may cancel the agreement, demand a proportionate price reduction or claim damages.

8.4 The Seller is not obliged to remedy defects caused by incorrect use, changes made without the Seller's written consent or failure to follow the Seller's instructions.

9. Warranty

9.1 The Seller gives no express or implied warranties beyond what is expressly stated in these Terms or the specific agreement. In particular, the Seller does not warrant that the services are fit for a particular purpose.

10. Limitation of liability

10.1 Neither party is liable to the other party for indirect loss, special damages, incidental damages, consequential damages or punitive damages, including but not limited to operating loss, lost profit, loss of data, loss of reputation or loss of customers.

10.2 The Seller's total liability under a task cannot exceed the total amount the Buyer has paid for the specific service from which the claim arises.

10.3 The Seller is not liable for claims arising from the Buyer's design, specifications or instructions, or from changes to deliverables made by anyone other than the Seller.

11. Confidentiality

11.1 Both parties undertake to treat all confidential information received from the other party as confidential. Confidential information includes, among other things, business plans, technical data, customer information and other information designated as confidential or that can reasonably be understood as confidential.

11.2 The duty of confidentiality continues after the agreement has ended.

12. Subcontractors

12.1 The Seller is entitled to have the work carried out in whole or in part by subcontractors.

12.2 Any subcontractors are always negotiated with and approved by the Buyer before work is delegated.

12.3 Where subcontractors are to process personal data, the Seller ensures that a valid data processing agreement is in place in accordance with GDPR Article 28.

12.4 Special requirements from the Buyer regarding the person or persons carrying out the work may entail extra costs and must be agreed in advance.

13. Processing of personal data

13.1 The Seller processes personal data in accordance with the General Data Protection Regulation (GDPR) and applicable Danish data protection legislation.

13.2 The Seller respects the rights of data subjects, including the right of access, rectification, erasure, restriction, objection and data portability.

13.3 For tasks where the Seller processes personal data on behalf of the Buyer (e.g. access to databases, infrastructure work), a separate data processing agreement is entered into as required under GDPR Article 28.

13.4 The Seller's privacy policy is available at micdobro.com/en/privacy-policy/.

14. Force majeure

14.1 Neither party is liable for delays or non-performance caused by circumstances beyond the party's reasonable control, including natural disasters, war, strikes, lockouts, epidemics, government intervention, internet outages or cyberattacks.

14.2 If a force majeure situation lasts more than 30 calendar days, either party may terminate the affected agreement by written notice to the other party without liability.

15. Governing law and venue

15.1 These Terms and the parties' collaboration are governed by Danish law.

15.2 Any dispute in connection with these Terms is first sought resolved through negotiation. If negotiation does not lead to a solution, the dispute is settled by the Copenhagen City Court (Københavns Byret) as the court of first instance.

16. Changes

16.1 The Seller reserves the right to update these Terms. The current version is always available at micdobro.com/en/terms-and-conditions/.

16.2 Changes to the Terms do not affect agreements already entered into under a previous version.