General terms of use

1. INTRODUCTION

1.1. These general terms ("General Terms") apply to the supply of all types of products, services and services ("Services"). A Service may be subject to additional specific terms ("Terms of Service"). The General Terms and Conditions and the Terms of Service form an integral part of the Agreement (as defined below). The provisions of the Terms of Service take precedence in the event of inconsistencies with the General Terms.

1.2. "Agreement" means any agreement for the provision of Services between the customer ("Customer") and the supplier ("Supplier") stated therein, regardless of the medium and method used to enter into the Agreement, and regardless of whether it is signed, confirmed per . e-mail or entered into in any other way. The provisions of the Agreement take precedence in the event of inconsistencies with the provisions of the General Terms and Conditions or the Terms of Service.

1.3. Unless otherwise expressly agreed, the General Terms and Conditions and any relevant Service Terms also apply to Services provided by the Supplier prior to entering into the Agreement as well as to additional services derived from or otherwise related to the Services.

1.4. Any use of the Services constitutes the Customer's acceptance of the General Terms and Conditions.

2. THE SERVICES

2.1. The Services are specified in the Agreement, which contains the exhaustive specification of the Services and requirements in connection therewith, including scope, quantity and quality as well as any specific expectations for this.

2.2. The services must be delivered in accordance with what is generally accepted and recognized as good practice within the Supplier's industry.

3. CHANGES

3.1. Changes to the Agreement, including the Services, must be in writing (e.g. digital or via a platform made available by the Supplier) and require agreement between the parties.

3.2. The Supplier's reasonably consumed time and materials in connection with the preparation of changes at the Customer's request shall be paid by the Customer.

3.3. To the extent that changes in legislation and the Customer's policies affect the delivery of the Services, such an impact on the Services must be handled as a change.

3.4. The supplier can adapt and change the General Terms and Conditions with a prior written notice of 90 working days.

4. USE OF SUBCONTRACTORS

4.1. The supplier is free to use and replace sub-suppliers for the delivery of the Services.

4.2. The Supplier is directly responsible for the Services provided by a sub-supplier, in the same way as if they had been provided by the Supplier itself.

5. THIRD PARTY SERVICES

5.1. The Services may include services from a third party - typically in the form of standardized services or products such as operating environments, hosting services, online services, platforms, software, hardware, data, documentation or other such services ("Third Party Services").

5.2. Third-party services are subject to the third-party's terms of service/license terms applicable at all times made available to the Customer, e.g. as part of the Agreement, upon request, as an integral part of a software product or otherwise. All provisions in third-party terms, including regarding rights of use and limitations of liability, take precedence over the Agreement and are considered accepted by the Customer as part of the Customer's acceptance of an agreement on Services that includes Third-Party Services.

5.3. Regardless of conflicting provisions, the Supplier assumes no responsibility of any kind for Third Party Services, including in terms of availability, functionality, updates, modifications or defects. Third party services are provided exclusively "as is". The supplier's sole responsibility is to forward any complaints from the customer to the third party or its distributor.

5.4. The third party providing Third Party Services is not considered to be a subcontractor.

5.5. The Supplier may at any time replace suppliers of Third Party Services, provided that the replacement does not have a significant negative impact on the Services as a whole.

5.6. This section 4 applies to any Third Party Service, regardless of whether it is integrated into the Service, made available to the Customer as an independent Service or delivered to the Customer in another way.

6. PRICES AND PAYMENT

6.1. The services are delivered against payment as stated in the Agreement. For Services where no payment is specified in the Agreement, the Services are delivered against payment for time and materials involved in accordance with the actual number of hours and materials used for their delivery, and in accordance with the Supplier's price list in force at all times .

6.2. The Supplier can invoice the Customer in advance for subscription-based Services as well as Services with a fixed price. All other Services are invoiced monthly in arrears.

6.3. The payment terms are 14 days from the invoice date.

6.4. All prices are stated and invoiced in Danish kroner excl. VAT and other taxes/duties.

6.5. Interest accrues on overdue payments in accordancesee with applicable law.

6.6. The supplier can regulate the agreed prices annually.

6.7. The regulation cannot exceed the highest of (a) the annual increase in the net price index per January 1, or (b) 2[DAHL1] [jT2] [DAHL3] %.

6.8. Changes due to external circumstances, including exchange rates, supply costs, insurance and transportation costs, changes in prices of third-party services, etc., allow the Supplier to adjust its prices further with the net impact of the changes without prior notice.

6.9. Offsets cannot be made in the Supplier's invoices.

7. DEFAULT AND DEFAULT POWERS

7.1. In general

7.1.1. The supplier's liability for non-compliance, including errors and omissions, expires no later than 12 months after the time of delivery of the Services in question.

7.2. Missing

7.2.1. A Service is defective if it does not in all essential respects meet the specifications stated in the Agreement, as it is recognized that IT services are never completely free of errors, defects or interruptions.

7.3. Compensation

7.3.1. To the extent that a party fails to remedy a breach, the non-breaching party may claim damages in accordance with the Agreement.

7.3.2. Neither party can claim a proportional refusal.

7.4. Limitation of liability

7.4.1. A party is not liable for indirect or consequential damages, including the Customer's lost profits or earnings, expected earnings, operating losses, loss of goodwill, business interruption, diminished business value or loss of data (except for direct costs of re-establishing data for which the responsible party has a backup obligation). Cover purchases, the Supplier's lost profit or earnings pursuant to the Agreement, the Supplier's increased resource consumption or payment for excess resources that cannot be reallocated are considered a direct loss.

7.4.2. The aggregate liability of each party for all claims arising out of or relating to the Agreement during a 12-month period, and regardless of whether the claim is based on damages in contract, indemnity, law, Article 82, para. 5 of the data protection regulation or otherwise, is limited to an amount corresponding to the higher of (a) 100% of the payments received by the Supplier pursuant to the Agreement for the same period, or (b) DKK 1,000.

7.4.3. The parties are each responsible and liable for claims from data subjects in accordance with Article 82 of the Data Protection Regulation and Section 26 of the Tort Liability Act. The limitations of liability in the General Terms apply to claims between the Customer and the Supplier as a result of claims from data subjects. The Customer's possible claims against the Supplier may not exceed the agreed monetary limitation of liability, and the Customer must indemnify the Supplier for any claims from data subjects that may be directed against the Supplier and which exceed the monetary limitation.

7.4.4. The limitations of liability do not limit a party's liability for:

a) payment of overdue invoices;

b) losses which cannot be excluded or limited under applicable mandatory law;

c) product liability in connection with death or bodily injury;

d) claims by third parties resulting from infringement of intellectual property rights;

e) breach of the confidentiality obligation stated in the Agreement;

f) gross negligence, intent or fraud.

8. INTELLECTUAL RIGHTS

8.1. The Supplier is the owner and author of all intellectual property rights in and to the Services (including intellectual property rights created jointly with the Customer) and the results thereof.

9. VIOLATION OF THIRD PARTY RIGHTS

9.1. Notwithstanding generally applicable limitations of liability, one party (the "Defending Party") shall indemnify the other party (the "Aggrieved Party") in accordance with this clause for claims made by, and finally awarded to, a third party that the Service infringes the third party's intellectual property rights.

9.2. Indemnification is conditional on the Affected Party:

a) immediately informs the Defending Party of the claim and gives the Defending Party the opportunity to take over the defense thereof;

b) cooperate with and provide the Defending Party with all information reasonably requested and grant the Defending Party the exclusive right to defend and settle the claim;

c) does not make any kind of statement which may have a detrimental effect on the possibilities of settling or defending the claim.

9.3. The Defending Party may, at its own option, secure a valid license for the infringed intellectual property rights or bring the infringement to an end by modifying or replacing the affected Service with a solution that has essentially the same functionality as the one that infringes the third party's intellectual property rights.

9.4. Alternatively, the Defending Party may terminate the Agreement (or the part of the Agreement relating to the infringing Services) with immediate effect against reimbursementg of the payments received by the Supplier under the Agreement for a period of 12 months prior to the Defending Party's receipt of the notification of the infringement without any obligation to compensate for further losses or costs.

9.5. The Defending Party's obligations do not apply if the claim or a final judgment is based on:

a) the Affected Party's failure to comply with the Agreement;

b) the Affected Party's integration of the Services etc. into a third-party product, data or business process, including third-party add-ons or software;

c) use of the Services for purposes other than the intended purposes and/or contrary to the instructions on correct use.

9.6. This section constitutes the Affected Party's exclusive right of default in the event of infringement of third party intellectual property rights.

10. DISCONTINUE

10.1. Termination

10.1.1. The duration of the Agreement (and the duration of any licenses and/or services provided pursuant to this) is stated in the Agreement.

10.2. Repeal

10.2.1.Each party may terminate the Agreement with immediate effect:

a) if the other party is in material breach of the Agreement and the material breach is not remedied within 30 business days of receipt of written notice from the non-breaching party to remedy;

b) if the other party's material breach of the Agreement cannot be remedied;

c) in the event of the bankruptcy of the other party, subject to the right of the bankruptcy estate to enter into the Agreement, to the extent that this is permitted under the Bankruptcy Act or similar legislation.

10.2.2. The customer's failure to pay an outstanding amount (except for outstanding amounts which are disputed in good faith) is considered a material default.

10.3. Effects of Termination

10.3.1.Regardless of the reason, termination only has effect for the future (ex nunc).

10.3.2. Regardless of the reason, termination does not result in repayment of amounts already paid.

11. FORCE MAJEURE EVENT

11.1. None of the parties is considered to have breached an obligation to the extent and during the period in which the party in question is prevented from fulfilling the obligation in question due to a force majeure event.

12. DATA AND SECURITY

12.1. The customer has all rights, including intellectual property rights, to the customer's own data.

12.2. The Customer is responsible for the accuracy and integrity of data processed by the Supplier when using the Services, as well as for the Customer's transfer, migration and/or conversion of the Customer's data to or from the Services.

13. CUSTOMER'S PERSONAL INFORMATION

13.1. If the Supplier undertakes to process personal data on behalf of the Customer (as data processor), the parties must enter into a separate data processing agreement based on the Supplier's standard. The provisions of the data processing agreement take precedence in the event of a discrepancy with the provisions of the Agreement, the General Terms or the Terms of Service.

13.2. The Customer must ensure the necessary legal basis for the Supplier to legally process personal data on behalf of the Customer.

13.3. The supplier can anonymize all information that is received, generated or processed as part of the Services and use this for its own purposes. The supplier has all rights, including intellectual property rights, to the anonymised information.

14. CONFIDENTIALITY

14.1. Each party must ensure complete confidentiality in every respect regarding information and documentation etc. about the other party received in connection with the Agreement and the Services. This provision applies regardless of the termination of the Agreement and regardless of the reason for the termination of the Agreement.

15. ASSIGNMENT

15.1. The parties may only assign rights and obligations under the Agreement to a third party with the other party's prior written consent, which cannot be withheld or delayed without reasonable cause.

15.2. The Supplier may transfer the Agreement in whole or in part to (a) one of the Supplier's group-affiliated companies or (b) to a third party as part of a full or partial divestment of one or more of its business units, etc.

16. CHOICE OF LAW AND JURISDICTION

16.1. The agreement is governed by and must be interpreted in accordance with Danish law, except for (a) rules which lead to the application of legislation other than Danish, and (b) the United Nations Convention on Contracts for International Sales (CISG).

16.2. Any dispute and any claim arising from or in connection with the Agreement must be settled by a competent court at the Supplier's place of jurisdiction.