Terms and conditions of sale

Last modified: 01.09.2023

1. Introduction

1.1 These terms and conditions (“General Terms”) include both general terms, that apply to all Copenhagen Game Lab’s products and services and specific terms, that apply to the individual products only. Any additions and/or changes to the terms will be notified to the Customer via email. Notification shall be given no less than 45 days before the change is put into effect. If the Customer wishes to object to Copenhagen Game Lab, the Customer shall state so in writing within fourteen (14) calendar days of receiving the before mentioned notification.

1.2 Unless otherwise provided in the agreement entered into between Copenhagen Game Lab and the Customer (including appendices), these General Terms apply to all products and services purchased by the Customer from Copenhagen Game Lab.

1.3 The Customer must ensure that its employees and other users are aware of and comply with these terms, and that they observe Copenhagen Game Lab’s copyrights.

1.4 Unless otherwise stated in the offer submitted by CGL, the offer is valid for 30 days from the offer date. Thereafter, the offer is considered to have lapsed in its entirety, and the customer cannot rely on this.

2. Definitions

2.1 For the purpose of these General Terms, the following definitions apply:

2.1.1 Agreement means the agreement entered into between Copenhagen Game Lab and the Customer for the Customer’s purchase of Products and Services from Copenhagen Game Lab. 

2.1.2 Digital productions & Services means development of material such as production of e-learning modules, videos, and consulting services. 

2.1.3 Services &  Analogue Production(s) means development of material such as learning bordgames, facilitating of workshops and and consulting services.

2.1.4 Platform(s) means digital games or game-based-/ e-learning material developed by Copenhagen Game Lab and used by the client on a license agreement. 

2.1.5 Product(s) is a general term covering Digital and Analogue products & Services. 

2.1.6 Integration means the service of connecting the Product (Copenhagen Game Lab platform) with one or more external systems of the Customer. 

2.1.7 GDPR means Regulation (EU) 2016/679 (General Data Protection Regulation).  

General Terms

3. Customer’s Choice of Products

3.1 It is the Customer’s own responsibility to choose the Products that meet the Customer’s specific needs.

4. Terms of payment

4.1 Upon conclusion of the Agreement, Copenhagen Game Lab will send the invoice to the email address specified in the Agreement. The terms of payment are 14 days from the invoice date.

4.2 Transport Costs

The customer covers all transport costs that CGL incurs in connection with the implementation of an event / task for the customer unless otherwise agreed in writing. Expenses for possible accommodation, if the event / task does not allow departure and return on the same day, are covered by the customer.

4.3 All prices are stated ex VAT.

5. Breach and liability

5.1 Copenhagen Game Lab and the Customer may terminate the Agreement with immediate effect under the general rules of Danish law in the event of the other Party’s material breach.

5.2 The Parties are liable for damages under the general rules of Danish law within the limits of the Agreement and these General Terms.

5.3 Copenhagen Game Lab is in no circumstances liable for any direct or indirect loss, including for loss of anticipated earnings or loss of data, or for damage to data or data records, incurred by the Customer as a result of or in connection with the Customer’s use of the Products. Nor is Copenhagen Game Lab liable for any fines. Copenhagen Game Lab is liable for defects in its Products in accordance with the mandatory provisions of the Danish Product Liability Act but excludes all other product liability claims. 

5.4 If, notwithstanding clause 5.3 Copenhagen Game Lab is ordered to pay damages or compensation to the Customer, then Copenhagen Game Lab’s liability is limited to the amount actually paid by the Customer for the use of the Products during the 12 months preceding the date of the Customer’s claim. 

5.5 Copenhagen Game Lab is not liable for any loss or damage which is attributable to the Customer’s own connection, third party software, system failure, etc. The same applies in relation to the Customer’s IT equipment, other programs, browsers, etc. 

6. Force majeure

6.1 Copenhagen Game Lab is not liable to the Customer for any errors or incidental losses caused by circumstances which are beyond Copenhagen Game Lab’s control, and which should not have been foreseen by Copenhagen Game Lab on conclusion of the Agreement, including, without limitation, for unpredictable breakdown, delayed delivery or non-delivery, strikes, lockouts, lack of transport facilities, restrictions by public authorities, and similar events. 

7. Intellectual property rights

7.1 Copenhagen Game Lab retains all rights, including intellectual property rights, on the Products. The Customer must observe Copenhagen Game Lab’s rights, and the Customer assumes unlimited liability for any infringement of such rights, including for any unauthorized disclosure of the Products to third parties. The Customer may not break or change any security code, nor change or remove any proprietary information, trademarks, or other similar information on the Products.

8. Copies and modifications

8.1 The Customer may not copy the Products nor modify, decompile, or engage in or allow reverse engineering of the underlying software other than as permitted by mandatory Danish law.

9. Confidentiality and marketing

9.1 The Customer must keep the contract of the Agreement confidential. Confidentiality of the Agreement is in force for the term of the Agreement.  

9.2 Unless otherwise instructed in writing by the Customer, Copenhagen Game Lab may refer to its cooperation with the Customer for general marketing purposes. Thus, Copenhagen Game Lab is entitled to include logotypes and similar, on its website, in general presentations and in brochures. 

10. Right of transfer and use of subcontractors

10.1 Copenhagen Game Lab may transfer (and will thus be released from) its rights and obligations under the Agreement to a third party provided that the transfer does not affect the Customer’s terms. 

10.2 The Customer may transfer the Agreement or any other rights/obligations arising under the Agreement to a third party only with Copenhagen Game Lab’s prior written consent. 

10.3 Copenhagen Game Lab may use subcontractors/cooperative partners for the performance of the Agreement. 

11. Choice of law and jurisdiction

11.1 The Agreement is governed by Danish law. 

11.2 Any dispute arising out of the Agreement is to be settled by the Copenhagen City Court as the agreed venue. 

Specific terms applying to the Platform

1. Customer’s licence

1.1 Copenhagen Game Lab grants the Customer – on the terms set out in the Agreement – a non-transferable, non-perpetual and non-exclusive right (licence) to use the Platform in the contract period (see clause 8.1). 

1.2 The right of use entitles the Customer to use the latest version of the Platform as released at the date of the Agreement. The Customer must accept all updates released by Copenhagen Game Lab. 

1.3 If, following a request by the Customer, the Platform is made available on a domain, the Customer irrevocably authorizes Copenhagen Game Lab to obtain SSL certificates covering the domain name on which the Platform is available. In that case, the Customer warrants that the Customer holds all rights in the domain name covered by the SSL certificates. The Customer’s authorisation is limited to the term of the Agreement (see clause 8.1). Copenhagen Game Lab is not required to provide the Customer with encryption keys used for SSL implementation purposes.

2. Data processing, etc.

2.1 The Parties’ rights and obligations under the General Data Protection Regulation are set out in the Data Processing Agreement signed at the date hereof.

3. Delivery

3.1 Delivery is deemed to have taken place when the Customer gets access to the Platform. 

4. Operating efficiency etc.

4.1 Copenhagen Game Lab guarantees a high uptime but reserves the right to limit or restrict the access to the Platform without notice if deemed necessary for operating and/or security reasons. Copenhagen Game Lab will endeavor to give the Customer reasonable prior notice of such limitation or restriction.

4.2 The Customer has been informed that Copenhagen Game Lab updates and improves the Platform on an ongoing basis. This may involve minor changes in the Customer’s use of the Platform. Copenhagen Game Lab will give the Customer prior notice of any major maintenance window. 

4.3 Copenhagen Game Lab’s platform is updated and improved on a regular basis and only supports the most recent operating systems, devices, and browsers. The Customer may at any time request information from Copenhagen Game Lab as to which operating systems, devices and browsers can be used. 

5. Payment and adjustment of prices

5.1 The licence fee is charged before the beginning of a new one-year period. 

5.2 The licence fee is based on the number of users/devices stated by the Customer. Copenhagen Game Lab may adjust the licence fee if the number of users/devices increases. The adjustment will take effect (retroactively, if applicable) from the time when the number of additional users/devices justifies an adjustment. The adjusted licence fee will be payable until otherwise agreed, or until Copenhagen Game Lab is entitled to increase the fee again as a result of an additional increase in the number of users/devices. 

5.3 Copenhagen Game Lab may adjust the licence fee on the 1st of November every year to reflect the increase in the net OECD consumer-price index from October in the preceding year until August in the same year of adjustment. Regardless of the development in the net OECD consumer-price index, Copenhagen Game Lab is entitled to adjust the licence fee by 3%. Copenhagen Game Lab may give notice of the adjustment when forwarding the invoice.

6. Warranty

6.1 The Customer accepts that the Platform – like any other software – may contain bugs and errors, and that minor errors do not amount to breach of the Agreement, entitling the Customer to claim damages or a proportionate reduction of the price, or to rely on other remedies for breach.

7. Support

7.1 The Customer has access to Copenhagen Game Lab’s support staff on all weekdays from 10.00 to 15.00 CET. 

7.2 As a condition for the right to support, the Customer must always have one (1) employee who has been trained as a superuser (platform administrator) by Copenhagen Game Lab. It is further a condition that the support question has first been submitted to the Customer’s superuser (platform administrator). 

7.3 Support will only be available in relation to questions involving error messages, login problems, etc. The support does not include advice relating to the Customer’s practical use of the Platform. 

7.4 If the Customer needs more extensive support than described in paragraphs 7.1-7.3, the Customer must enter into a separate agreement with Copenhagen Game Lab.

8. Term and termination

8.1 The Agreement is entered into for one-year terms unless otherwise agreed. The Parties may terminate the Agreement at three (3) months’ notice to expire at the end of a one-year period. If the Agreement is not terminated, it will automatically be renewed for another one-year period. Termination must be directed to cancellation@cphgamelab.dk 

8.2 After termination of the Agreement, Copenhagen Game Lab will erase the Customer’s platform. After the Platform has been erased, Copenhagen Game Lab keeps a backup for 30 days. 

Specific terms applying to Integration 

1. Description of the Integration

1.1 Integration means the service of connecting the Product (Copenhagen Game Lab platform) with one or more external systems of the Customer. The goal is to connect data sources.  

1.2 The Integration with an external system (third party) must be agreed upon with Copenhagen Game Lab to secure the scope of the Integration.  

2.Delivery 

2.1 If the time of delivery is not stated in the Agreement, then Copenhagen Game Lab and the Customer’s point of contact will agree on the delivery time. 

2.2 Delivery is deemed to have taken place when the Integration is launched.   

2.3 Copenhagen Game Lab is entitled to postpone delivery of the Integration if (i) the postponement does not cause significant inconvenience to the Customer or (ii) punctual delivery is directly or indirectly prevented by the Customer’s circumstances. Any exercise of this right by Copenhagen Game Lab will not postpone the Customer’s payment obligation.

2.4 Integration work needs to be started within twelve (12) months after signing the contract. If service projects (Integration) are not started within the timeframe due to reasons for which the Customer is responsible, and nothing further has been agreed upon, the project is invalid without the possibility of a refund. 

3. Invoicing

3.1 Invoicing of the agreed price takes place as specified in the Agreement. 

3.2 If the Integration exceeds the scope of the initial agreement of data field mapping, Copenhagen Game Lab shall notify the Customer of the additional cost. Copenhagen Game Lab is entitled to invoice the Customer for the exceeded scope if the Customer has accepted the cost therefore. 

4. Customer’s Duty of Inspection and Remedy against Defects

4.1 The Customer must inspect the Integration without undue delay and no later than 10 working days after the date of delivery. The Customer must immediately notify Copenhagen Game Lab of any errors or defects established in connection with the inspection. If the Customer fails to inspect the Integration as prescribed or fails to complain within the time stipulated, the Customer will not be entitled to have any errors or defects remedied free of charge. 

4.2 Errors and defects will be handled within the agreed scope of the Integration. Outside the scope, errors and defects will be handled and remedied/corrected at Copenhagen Game Lab’s option. 

4.3 Copenhagen Game Lab does not operate nor has any control over the service or product provided by third-party via Integration.  

4.4 Copenhagen Game Lab is not responsible for the content of the service or product provided by third-party via Integration. Copenhagen Game Lab does not imply any endorsement or association with such third parties. 

5. Rights and Liabilities

5.1 The Customer consents with and instructs Copenhagen Game Lab to transfer data to third parties (if required to launch the Integration) pursuant to the General Data Protection Regulation or any other applicable laws. The Customer will defend and indemnify Copenhagen Game Lab against all liabilities, damages, losses, costs, fees (including legal fees), and expenses to the extent arising from (i) the Customer’s misuse of an Integration or (ii) violation of these Terms or terms of the third-party provider.  

5.2 Copenhagen Game Lab retains the right to choose systems and platforms available for the Integration service. Copenhagen Game Lab is only responsible for the Integration and not the third-party service or product which is subject to the Integration.  

5.3 Copenhagen Game Lab shall not be held liable and does not accept any liability, obligation, or responsibility for any loss or damage the Customer may suffer in connection with the Integration. Any third-party service concerns should be directed to the responsible third party. 

6. Warranty

6.1 The Customer accepts that the Integration service, like any other software made available online, may contain bugs and errors and that minor errors or defects do not amount to a breach of the Agreement, entitling the Customer to claim damages or a proportionate reduction of the price, or to rely on other remedies for breach.

7. Updates and Support

7.1 The Customer is aware that modifications in third-party standard software/browsers may result in changes in the Integration.    

7.2 As part of Copenhagen Game Lab’s service, the Customer can, upon request, receive an automated e-mail alert if the Integration, after launch, does not run as scoped. 

7.3 If the Customer needs support or a service agreement for remedial action and/or current updates, the Customer must enter into a separate agreement with Copenhagen Game Lab. 

Specific Terms applying to Services and/or Digital Production(s)  

1. Description of Services and/or Digital Production(s)

1.1 The Service, Service Project and/or the Digital Production covered by the Agreement are specified in the Agreement.

1.2 The Service, Service Project, and/or Digital Production refers to any service or product purchased as a one-time service fee. For illustrative purposes, but not limited to, examples of this are: the Customer’s onboarding to the platform, a workshop or a custom digital learning production.  

2. Delivery

2.1 If the time of delivery is not stated in the Agreement, Copenhagen Game Lab and the Customer will agree on the time of delivery.  

2.2 Delivery of a Digital Production is deemed to have taken place when Copenhagen Game Lab has sent the Customer a Launch Mail, or when the Customer starts using the Digital Production and/or after delivery of the agreed Services at the latest.  

2.3 Copenhagen Game Lab is entitled to postpone delivery if (i) the postponement does not cause significant inconvenience to the Customer or (ii) punctual delivery is directly or indirectly prevented by the Customer’s circumstances. Any exercise of this right by Copenhagen Game Lab will not postpone the Customer’s payment obligation. 

2.4 The Service, Service Project, and/or Digital Production need to be started within twelve (12) months after the commencement date of the contract. If service projects are not started within the timeframe, because of a reason on Customer’s side, and nothing further has been agreed upon, the project is invalid without the possibility of a refund.  

3. Invoicing

3.1 Invoicing of the agreed price takes place as specified in the Agreement. 

3.2 Copenhagen Game Lab is authorised to incur, with prior notice to the Customer, reasonable travel expenses when appropriate in performing the Customer’s instructions.  

The Customer agrees to reimburse these in addition to the license and/or service fee. Reasonable travel expenses vary to reflect the different standards applied to business travel in various parts of Denmark, the Nordics and worldwide.  

For illustrative purposes, they include economy class flights, accommodation and incidental costs within a hotel, meals while travelling on the Customer’s behalf, rail travel and taxis, car-rental, car-hire, bridge, or fuel costs as appropriate. Where appropriate to the circumstances, Copenhagen Game Lab reserves the right to vary the class of travel to meet a reasonable business need.  

4. Customer’s duty of inspection and remedy of defects

4.1 The Customer must inspect the Digital Production (or any other delivery) without undue delay and no later than 10 working days after the date of delivery. The Customer must immediately notify Copenhagen Game Lab of any errors or defects established in connection with the inspection. If the Customer fails to inspect the Digital Production (or any other delivery) as prescribed or fails to complain within the time stipulated, the Customer will not be entitled to have any errors or defects remedied free of charge. 

4.2 Errors and defects will be remedied/corrected at Copenhagen Game Lab’s discretion. 

5. Rights in Digital Production

5.1 The Customer retains all use rights in the final Digital Productions developed specifically for the Customer. 

5.2 However, the Customer’s rights are without prejudice to Copenhagen Game Lab’s right to use the know-how gained in connection with the development of the Digital Production. Copenhagen Game Lab is further entitled to refer to the content of the Digital Production for marketing purposes – without mentioning the Customer’s name. 

5.3 After delivery, the Customer may not request to receive the exported illustrations, pictures, etc., used in connection with the Digital Production. Neither does the Customer may obtain any right to source code and Storyline files. 

6. Warranty

6.1 The Customer accepts that Digital Productions and/or Services – like any other software made available online – may contain bugs and errors, and that minor defects do not amount to a breach of the Agreement, entitling the Customer to claim damages or a proportionate reduction of the price, or to rely on other remedies for breach.

7. Updates and Support

7.1 The Customer is aware that modifications in third party standard software/browsers may result in minor changes in the Customer’s use of the Product.  

7.2 Digital Productions developed in Articulate support the formats Tin Can API, SCORM 2004, SCORM 1.2 and AICC (all versions). The Customer is responsible for ensuring that the Digital Production can run on the Customer’s platform and has been encouraged to check this before signing the Agreement. 

7.3 If the Customer needs support or a service agreement for remedial action and/or current updates, the Customer must enter into a separate agreement with Copenhagen Game Lab.

Specific Terms applying to Services and/or Analogue Production(s)  

1. Description of Services and/or Analogue Production(s)

1.1 The Service, Service Project and/or the Analogue Production covered by the Agreement are specified in the Agreement.

1.2 The Service, Service Project, and/or Analogue Production refers to any service or product purchased as a one-time service fee. For illustrative purposes, but not limited to, examples of this are: Learning board game, Business simulation, a workshop or a custom Analogue learning or interaction production.  

2. Delivery

2.1 If the time of delivery is not stated in the Agreement, Copenhagen Game Lab and the Customer will agree on the time of delivery.  

2.2 Delivery of an Analogue Production is deemed to have taken place when the Customer have access to starts using the Analogue Production and/or after delivery of the agreed Services at the latest.  

2.3 Copenhagen Game Lab is entitled to postpone delivery if (i) the postponement does not cause significant inconvenience to the Customer or (ii) punctual delivery is directly or indirectly prevented by the Customer’s circumstances. Any exercise of this right by Copenhagen Game Lab will not postpone the Customer’s payment obligation. 

2.4 The Service, Service Project, and/or Analogue Production need to be started within twelve (12) months after the commencement date of the contract. If service projects are not started within the timeframe, because of a reason on Customer’s side, and nothing further has been agreed upon, the project is invalid without the possibility of a refund.  

3. Invoicing

3.1 Invoicing of the agreed price takes place as specified in the Agreement. 

3.2 Copenhagen Game Lab is authorised to incur, with prior notice to the Customer, reasonable travel expenses when appropriate in performing the Customer’s instructions.  

The Customer agrees to reimburse these in addition to the license and/or service fee. Reasonable travel expenses vary to reflect the different standards applied to business travel in various parts of Denmark, the Nordics and worldwide.  

For illustrative purposes, they include economy class flights, accommodation and incidental costs within a hotel, meals while travelling on the Customer’s behalf, rail travel and taxis, car-rental, car-hire, bridge, or fuel costs as appropriate. Where appropriate to the circumstances, Copenhagen Game Lab reserves the right to vary the class of travel to meet a reasonable business need.  

4. Customer’s duty of inspection and remedy of defects

4.1 The Customer must inspect the Analogue Production (or any other delivery) without undue delay and no later than 10 working days after the date of delivery. The Customer must immediately notify Copenhagen Game Lab of any errors or defects established in connection with the inspection. If the Customer fails to inspect the Analogue Production (or any other delivery) as prescribed or fails to complain within the time stipulated, the Customer will not be entitled to have any errors or defects remedied free of charge. 

4.2 Errors and defects will be remedied/corrected at Copenhagen Game Lab’s discretion. 

5. Rights in Analogue Production

5.1 The Customer retains use rights in the final Analogue Productions developed specifically for the Customer. 

5.2 Copenhagen Game Lab retains all rights in the final Analogue Productions developed specifically for the Customer. 

5.3 However, the Customer’s use rights are without prejudice to Copenhagen Game Lab’s right to use the know-how gained in connection with the development of the Analogue Production. Copenhagen Game Lab is further entitled to refer to the content of the Analogue Production for marketing purposes – without mentioning the Customer’s name. 

5.3 After delivery, the Customer may not request to receive the exported illustrations, pictures, etc., used in connection with the Analogue Production. 

6. Warranty

6.1 The Customer accepts that Analogue Productions and/or Services – may contain errors, and that minor defects do not amount to a breach of the Agreement, entitling the Customer to claim damages or a proportionate reduction of the price, or to rely on other remedies for breach.

7. Updates

7.3 If the Customer needs a service agreement for remedial action and/or current updates, the Customer must enter into a separate agreement with Copenhagen Game Lab.