Terms of Service
These Terms of Service (“Terms”) constitute a legally binding agreement between your organization (“Client”, “User”) and Nordwright ApS (CVR registered in Denmark, “Nordwright”, “we”, “our”), governing access to the Nordwright platform, client portal, engineering deliverables, and advisory engagements.
01. Scope of Services & SOW Architecture
Nordwright delivers bespoke digital products, high-throughput cloud infrastructure, systems engineering, and strategic technology consulting. Detailed scopes, technical milestones, deliverable specifications, and acceptance criteria are formalized in individualized Statements of Work (SOW) executed between the parties.
In the event of any direct conflict between these general Terms and an executed SOW, the terms of the specific SOW shall prevail regarding the relevant technical deliverables.
02. Intellectual Property & Code Ownership
Client Bespoke Deliverables: Upon receipt of full payment according to the agreed milestone schedule, Nordwright assigns to Client all right, title, and ownership in and to custom application code, bespoke graphic assets, and domain-specific logic authored exclusively for Client under the relevant SOW.
Nordwright Background Technology & Pre-Existing IP: Nordwright retains sole ownership of all pre-existing design systems, boilerplate architectures, foundational libraries, internal developer tooling, and know-how developed independently of Client engagements (“Background IP”). To the extent Background IP is incorporated into deliverables, Client receives a perpetual, worldwide, non-exclusive, royalty-free license to use, maintain, and execute such Background IP solely in connection with the deliverable.
Open Source Components: Deliverables may integrate third-party open-source components governed by their respective licenses (e.g. MIT, Apache 2.0). Nordwright audits all third-party dependencies to verify permissive licensing compliance.
03. Client Portal & Authenticated Access
Access to the Nordwright Client Portal (/portal) is restricted to verified customer personnel. Authorized users agree to:
- Maintain strict confidentiality of session tokens, passwords, and WebAuthn/FIDO2 hardware passkeys.
- Notify Nordwright immediately upon detecting any credential compromise, unauthorized session activity, or anomalous access.
- Refrain from reverse engineering, decompiling, or conducting automated security scanning against the portal without prior written authorization.
- Acknowledge that communications, ticket submissions, and milestone sign-offs submitted via authenticated portal sessions legally bind the Client organization.
04. Confidentiality & Non-Disclosure (NDA)
Both parties agree to treat all business strategies, source code, server architectures, API credentials, customer datasets, and unreleased product roadmaps exchanged during the engagement as strictly Confidential Information.
Confidential Information shall not be disclosed to any third party without express prior written consent, except to employees, subcontractors, and legal/financial advisors who are bound by confidentiality obligations at least as restrictive as those outlined herein. This confidentiality obligation survives termination of the engagement for a minimum period of 5 (five) years.
05. Acceptance Testing & Warranty Period
Upon milestone delivery, Client is provided a standard 14-day User Acceptance Testing (UAT) review period to verify that the build satisfies the specifications outlined in the SOW.
Unless otherwise agreed, Nordwright provides a 30-day warranty following final production release to remediate reproducible severity-1 and severity-2 software defects (“bugs”) originating directly from our code, at zero additional cost. Scope additions or modifications requested during or after UAT are billed separately under supplementary sprint agreements.
06. Payment Terms, Invoicing & VAT
- Invoices are issued in Danish Kroner (DKK) or Euro (EUR) with standard payment terms of Net 14 days from invoice date unless specified otherwise.
- Danish Value Added Tax (“Moms”) at 25% applies to domestic clients. Reverse charge mechanism applies to qualified B2B clients in the EU with a verified VAT ID.
- Overdue balances may incur statutory interest under the Danish Interest Act (“Renteloven”) plus reminder fees. Nordwright reserves the right to suspend development or portal access during payment arrears exceeding 30 calendar days.
07. Limitation of Liability
To the maximum extent permitted under applicable Danish law, neither party shall be liable for indirect, incidental, punitive, or consequential damages, including loss of profits, loss of data, loss of goodwill, or business interruption, arising out of or in connection with these Terms or the services rendered.
Nordwright's aggregate liability under any individual engagement or claim shall not exceed the total fees paid by Client to Nordwright under the applicable SOW during the 6 (six) months immediately preceding the event giving rise to liability. Nothing in these Terms excludes liability for gross negligence, willful misconduct, or fraud.
08. Third-Party Cloud Infrastructure & Force Majeure
Nordwright architects resilient systems leveraging cloud service providers (including AWS, Vercel, Cloudflare, and Neon PostgreSQL). Nordwright is not liable for service outages, degraded throughput, or connectivity failures caused by third-party upstream providers, DDoS attacks exceeding standard tier capacities, telecom failures, or Force Majeure events beyond reasonable operational control.
09. Governing Law & Danish Jurisdiction
These Terms, all executed SOWs, and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Kingdom of Denmark, excluding its conflict of law principles and the UN Convention on Contracts for the International Sale of Goods (CISG).
The parties agree to attempt amicable settlement in good faith. If an amicable resolution cannot be reached within 30 days, the dispute shall be submitted to the exclusive jurisdiction of the City Court of Aarhus (“Retten i Aarhus”) as the court of first instance.