Version January 2026

Purpose and Validity

These General Terms and Conditions of sale for Railmonitor ApS – Company No. DK36957069 establish the conditions applicable to transactions in which the customer acquires “Services” and ancillary “Products” from Railmonitor (hereinafter Railmonitor) and shall be valid for all legal purposes. Services include
Monitoring as a Service, data infrastructure supply, installation, support and training, maintenance, business consulting, and personalized development. Products include mounting plates and spare parts.

These conditions, together with Railmonitor’s offer and order confirmations, constitute the entire contractual basis. Any deviating terms and conditions of purchase issued by the Customer, either on print or otherwise communicated to Railmonitor, will not be accepted as part of this agreement.

0) Definitions

For the purposes of these General Terms of Sale, Delivery and Payment, the following terms shall have the meanings set out below:

1) Monitoring as a Service

Monitoring as a Service includes access to Railmonitor’s Core platform, dashboards, analytics, alerts and data services, as specified in the applicable Service Schedule.

Under a supply agreement, the Customer will receive data at the intervals agreed in the applicable quote.

Collected data is stored safely for a minimum of two years. The customer can expect an uptime of 99.9%, and associated support and hotline support within 1 hour during company Railmonitor office business hours.

Users with a supply agreement can receive technical support at [email protected] or by telephone +45 88 62 65 00 during company opening hours.

Unless otherwise explicitly stated in the quote, Monitoring as a Service agreements are entered into for a minimum period of 12 months.

2) Prices and Offers

The prices of Railmonitor Services and Products are those stated in the Railmonitor Commercial Offer to which the General Terms & Conditions of Sale are then attached.

The Services and Products shall be invoiced at the price indicated in the corresponding Railmonitor offer accepted by the customer. It is understood that all prices are in Euros (or in the expressly agreed currency) and do not include VAT and shipping expenses.

The delivery of the Services and Products shall be carried out by ExWorks (Incoterms 2020), from the Railmonitor warehouse, unless otherwise stated in the specific quote.

Railmonitor retains ownership of hardware provided as part of a subscription-based hardware service,
unless otherwise expressly stated in the applicable Service Schedule or quote.

3) Order Confirmation

Upon receipt of written confirmation or Purchase Order (PO), Railmonitor will transmit the order confirmation confirming information from the quote including confirmation of delivery time.

Our General Terms of Sale, Delivery and Payment apply to all agreements regarding Railmonitor – CVR no. DK36957069 relating to the sale of products and spare parts, and the provision of services, including subscription-based hardware services, unless otherwise stated in the applicable quote.

The terms and conditions together with Railmonitor quotes and order confirmations constitute the entire basis of the agreement.

Any purchasing conditions of the customer printed on orders or otherwise communicated to Railmonitor do not form part of the basis of the agreement.

4) Delivery & Return

It is understood that the delivery times stated are estimates, unless otherwise agreed and signed by Railmonitor and the customer. Any order is made with reservations of strike, lockout, transport accidents, supplier interruptions, delayed material deliveries, or other circumstances beyond our control.

Railmonitor cannot be held liable for any consequential loss, loss of profit, or other indirect losses due to delay or defects in the subject of sale. Delivery and all risks involved in the delivery shall be borne by the customer. The goods shall always be delivered at a location set by the customer. For construction site
deliveries, a named contact person must be specified.

Upon delivery, the customer shall arrange an inspection of the goods and services. If the Customer wishes to claim compensation for any defects, the customer shall immediately after the defect is or should have been ascertained, inform Railmonitor in writing and indicate the nature of the defect. The order will be
considered effectuated in the moment the goods have been delivered from the Railmonitor warehouse.

All hardware must be returned to Railmonitor in proper shipping boxes (preferably the same boxes that were used for delivery). If not, Railmonitor reserves the right to ask for compensation for damaged hardware if it is damaged during shipment. New packaging, if necessary, can be ordered upon request.

Returned hardware will be inspected, tested for defects, and refurbished. In case of defects, Railmonitor reserves the right to invoice the cost of damaged parts.
For subscription-based hardware services, references are also made to Section 7 (Warranty).

5) Payment

Unless otherwise indicated, payment shall be made in Euros (EUR) by bank transfer to the account designated by Railmonitor. Unless otherwise stated in the offer or the distribution agreement, payment for Products and Services shall be made as follows: 30% of the amount upon confirmation of the order, and the
remaining 70% according to the agreed payment plan as stated in the quote.

The parties expressly agree that in case of late payment, outside the period agreed in the Order Confirmation, the price shall accrue a default on interest of 5% per month or the maximum interest rate permitted under applicable law, whichever is lower. Said interest shall begin to accumulate upon expiration of the agreed payment date, if, after Railmonitor’s request for payment, the customer has not proceeded with paying the full amount within a maximum period of twenty days from the receipt of the said payment request.

6) Data

Data is a general term for collecting data and information from connected sensors and databases and is stored in Railmonitor’s DSP. These data are processed with advanced algorithms developed in relation to different purposes. Based on the very large amounts of data that are collected and advanced algorithms
that are developed, there is an ongoing optimization and adaptation of the decision-support tools.

To add as much value to the customer as possible, the algorithms use anonymized data from all users to continuously optimize the functionality and thereby be able to service the customer with maximum decision support. The customer accepts that the data generated by Railmonitor Services and Products may
be used by Railmonitor for product improvement activities.

For the duration of the agreement, the Customer is guaranteed the right to use all the data described in the agreement from connected sensors and databases, respectively. This data can be freely used for own data processing as well as for the development of refined data by using own algorithms and possibly additional
data capture. The Customer has ownership of his own processed data. Raw data is the data provided by TrackBed360 or TrackSwitch360 through an API. The ownership of the raw data belongs to Railmonitor.

Upon termination of the agreement, the Customer retains the right to access and export its processed data, while Railmonitor retains ownership of raw data.

7) Warranty

If the Product is deemed to be defective, an RMA number shall be assigned to the Customer. On the same day, Railmonitor will send a replacement Product to the Customer. The Customer should make a visible note of the assigned RMA number on the Product shipping packaging sent back to Railmonitor. The
management and costs of transporting defective materials shall be borne by the Customer.

Upon receipt of the Product, following the transportation instructions provided by Railmonitor, with the RMA number and corresponding form, Railmonitor will examine the Product and determine whether there is a defect. In the event of a defect in the manufacture of the Product, Railmonitor will close the case.

When Railmonitor’s technical staff has examined the Product and it is concluded that there is no manufacturing defect, but a defect due to misuse or negligent use of the Product which invalidates the manufacturing warranty, Railmonitor shall inform the customer about the repair costs and invoice the cost of the repair to the customer. The customer must pay for any damage to or loss of equipment, regardless of the cause of the damage. Railmonitor cannot be held responsible for data crashes, error measurements, error alarms, or if an alarm fails.

8) Compensation

Compensation is granted for goods that, due to manufacturing or material defects, prove to be unusable within one year after the invoice date. Liability to compensate lapses if any changes to the delivered are made without our consent.

When the Customer carries out the disassembly and repairs himself, Railmonitor responsibility lapses. Likewise, Railmonitor is not responsible for damage that occurs due to incorrect connection or use of incorrect supply voltage. This also applies if the product does not comply with the CE regulations.

Compensation for wages, operating losses, or other direct or indirect losses or damages, also to third parties, is not recognized. On product liability, however, a guarantee is provided in accordance with the applicable Purchase Act.

9) Product Liability

Railmonitor is only liable for personal injury caused by delivered item(s) if it is documented that the damage is due to an error committed by Railmonitor.

Under the same conditions as mentioned above, we are liable for damage to property if either the damage occurs to the buyer’s or third party’s property, including real estate, movables, means of production, or products. However, our total liability for personal injury and property damage is limited to DKK 1,000,000. Furthermore, Railmonitor has no liability for damage claimed more than 12 months after the delivery date.

Damages will only be covered for up to 12 months after delivery, regardless of the time of installation. Railmonitor has no liability for operating losses, profit losses, or other indirect losses incurred by the customer, or by a third party.

10) Handling Personally Identifiable Information

Railmonitor processes personally identifiable information with due observance of the Data Protection Regulation and Act. Information about the Client name, e-mail, telephone number, etc. will only be used in connection with the Customer’s order and communication with the Customer. In compliance with the regulations in force regarding data protection, Railmonitor informs the Customer that personal data collected during the present business relationship should be treated with absolute confidentiality and shall be incorporated into the Railmonitor files. Data shall be used for the purposes of offering Services and Products to the Customer, keeping them informed about all commercial actions by any means of communication, as well as for management of any other relationship maintained with Railmonitor. By writing to Railmonitor, the Customer may at any time exercise the rights of access, rectification, cancellation, opposition and limitation to the processing, and transfer of its data.

11) Current Legislation and Jurisdiction

These General Conditions shall be regulated, interpreted, and executed in accordance with the provisions of Danish law. Prior to initiating any legal action, the parties will try amicable solutions before attending court. Any dispute that may arise between the Parties shall be resolved by the Court of Aarhus, Denmark.

12) Termination

Unless otherwise agreed in writing, agreements are valid for a minimum period of 12 months and are automatically renewed unless terminated by either party with 3 months’ written notice before the renewal date. Railmonitor reserves the right to suspend Services in case of non-payment or breach of agreement.

13) Special Contractual Conditions

Cancellation of ordered goods or termination of Services prior to delivery may only take place subject to prior written agreement with Railmonitor.
In the event of cancellation after order confirmation but prior to delivery, Railmonitor is entitled to charge a cancellation fee corresponding to 30% of the agreed sales price or contract value.

Products or Services produced or configured according to Customer-specific specifications cannot be cancelled or returned.

Early termination of a Monitoring as a Service agreement prior to the end of the agreed contract period may only take place with three (3) months’ written notice. In such cases, any discounts granted based on contract length shall be withdrawn, and Railmonitor reserves the right to invoice the difference between
discounted and list prices for the elapsed contract period.

For software-only subscriptions, termination may only take effect at the end of a calendar month. In case of early termination, Railmonitor reserves the right to charge the equivalent of two (2) full months of subscription fees.

14) Force Majeure

Railmonitor shall not be liable for failure or delay in the performance of its obligations under the Agreement where such failure or delay is due to causes beyond its reasonable control, including but not limited to natural disasters, strikes, government restrictions, acts of terrorism, or failure of suppliers or subcontractors.

Service Schedule A – Core

This Service Schedule forms an integral part of the General Terms of Sale, Delivery, and Payment.

a) Scope

Core provides software-based monitoring services for customer-owned hardware using Railmonitor’s software platform, including access to dashboards, analytics, alerts and API as stated in the quote.

b) Hardware ownership and responsibility

All sensors, gateways, power supply and related hardware are owned, installed and maintained by the Customer unless otherwise explicitly agreed in writing.

c) Monitoring and operations

Railmonitor provides the software environment. Configuration, thresholds and day-to-day operational use remain as the Customer’s responsibility unless otherwise agreed.

d) Support and service level

Support and up time are provided in accordance with the General Terms and any quote-specific terms.

e) Termination

Termination and renewal follow Section 12 and 13 of the General Terms. No hardware return obligations apply under Core.

Service Schedule B – Flex

This Service Schedule forms an integral part of the General Terms of Sale, Delivery, and Payment.

a) Scope

Flex combines customer-owned hardware purchased from Railmonitor with monitoring services on Railmonitor’s software platform, as stated in the quote.

b) Hardware ownership

Ownership of purchased hardware transfers to the Customer upon delivery, subject to the General Terms and the applicable quote/order confirmation.

c) Monitoring and operations

Railmonitor provides platform availability and alerting functionality. The Customer remains responsible for site conditions, power supply, and physical integrity of the hardware.

d) Warranty and maintenance

Warranty applies in accordance with Section 7 of the General Terms. Maintenance or replacement outside warranty is chargeable.

e) Termination

Upon termination, monitoring services cease. Hardware remains with the Customer.

Service Schedule C – Full

This Service Schedule forms an integral part of the General Terms of Sale, Delivery, and Payment.

a) Scope

Full is delivered as a subscription-based hardware service (Hardware as a Service, HaaS) combined with Monitoring as a Service on Railmonitor’s Core platform, as stated in the quote.

b) Hardware ownership

All hardware provided under Full remains the property of Railmonitor for the duration of the agreement.

3) Monitoring and operations

Railmonitor is responsible for continuous monitoring and operational support as described in the quote and the General Terms.

d) Return of hardware

Upon termination, hardware must be returned to Railmonitor in accordance with Section 4 of the General Terms.