General terms and conditions

Definitions

This Agreement is subject to the following definitions, unless otherwise specified or unless the context otherwise requires:

“Affiliate” Any legal entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means having more than 50% ownership interest.

“Agreement” The framework agreement signed by the Supplier and Customer, including Schedules and signed Statements of Work (SoW).

“Customer” The legal entity signing the Agreement or the applicable Affiliate in a signed SoW.

“Customer Data” Any data produced within the Services, excluding admission and session logs.

“Confidential Information” Information as defined in clause 11.

“The Data Act” European Regulation 2023/2854 regarding harmonized rules on fair access to and use of data.

“Deliverable(s)” Configurations, Documentation, or other items provided standalone or as part of the Services.

“Documentation” Service documentation, administrator guides, and technical specifications provided under a SoW.

“Intellectual Property Rights” Patents, copyrights, trade secrets, trademarks, and confidential know-how.

“Services” Any service performed under a SoW, including SaaS, support, or maintenance.

“Statement of Work (SoW)” The description of specific Services and Deliverables based on the template in Schedule SoW.

Introduction and Interpretation
1. These general terms and conditions apply to this Agreement and the
  Customer’s procurement of Services and Deliverables under a SoW.
2. In case of conflict or inconsistency between:
  1. the provisions of the main body of this Agreement (meaning this
    Agreement save for Schedules and SoW) and the Schedules, the
    provisions of the main body of this Agreement shall prevail; and
  2. the provisions of these general terms and conditions and the SoW, the
    general terms and conditions shall prevail unless specifically described
    otherwise.
3. If the Data Act applies to the Supplier’s delivery of Services under this Agreement, Annex 1 (Data Act Provisions) to this Schedule shall apply and, to the extent of any conflict, take precedence over any terms and conditions in this Agreement.
4. The words “include” and “including” shall not be construed as terms of limitation and shall mean “including without limitation” and ”include without limitation”, respectively.
5. The headings do not have influence on the interpretation of this Agreement.
Services delivery
1. General Service obligations
  1. The Supplier shall in all material aspects provide the Services and Deliverables in accordance with the service descriptions set out in Schedule SD (Services and Deliverables), the SoW and as otherwise set out in this Agreement.
    
    The Supplier does not guarantee that the Services and Deliverables will be provided error free, however, the Supplier shall always discharge its obligations under this Agreement in a good and workmanlike manner with reasonable skill, care and diligence including good industry practice and in accordance with its own established internal procedures as applicable. Further, the Supplier shall use all reasonable efforts to provide the Deliverables within the agreed milestones/deadlines.
  2. The Supplier shall procure that the Supplier’s personnel is trained and suitable for the performance of the Services and Deliverables.
  3. The Services and Deliverables are subject to support and maintenance as further described in Schedule SD (Services and Deliverables).
2. General Customer obligations
  1. The Customer must use the Services and Deliverables only for the intended purposes and as otherwise set out in this Agreement.
  2. The Customer must observe all guidelines provided by the Supplier, including written as well as oral instructions.
  3. The Supplier is entitled to suspend any Services and Deliverables provided under this Agreement temporarily if the Customer is in breach of its payment obligations. In any other situations, the Supplier is entitled to suspend any Services and Deliverables provided under this Agreement temporarily only if (i) the Customer is in non-compliance of its obligations, and (ii) such non- compliance will or may likely affect any of the Supplier’s systems or the Supplier’s other customer’s use of the Services and Deliverables, or (iii) on a 5 reasonable basis, if it is considered necessary in order to prevent unauthorised access to data or breach of law.
  4. Upon the Supplier’s reasonable request, the Customer shall provide any data and information necessary for the set-up of the Services and Deliverables or as otherwise required in order to provide support and maintenance, and if relevant make suitable workspace, internet access, software and equipment available for the Supplier in order for the Supplier to perform the Services requested by the Customer. The Supplier shall return all equipment provided by the Customer, including access cards, laptops etc. immediately upon completion of the relevant Services.
Use rights
1. Subject to payment of the applicable charges, the Customer receives a limited subscription based, non-transferable, non-exclusive right to use the Services as further set out in this Agreement. Irrespectively of the foregoing, access to the Services may be subject to certain installation and setup activities, which are further specified in each SoW. The use right covers a right for the Customer to operate and use the Services according to the specification and only for internal business purposes.
2. Provided that software or software components are provided as part of the Services, the Customer has no right to (i) disassemble, decompile, reverse engineer, or otherwise attempt to reconstruct or discover the source code of such software; (ii) pledge software as collateral or otherwise, or encumber such software or third-party software with any lien or security interest; or (iii) remove any product identification, copyright, trademark, or other notice from software, Documentation etc. Any such attempt will be considered a material breach and entitle the Supplier to terminate this Agreement for cause without further notice.
3. To the extent that third-party software is provided as part of the Services, the Customer must accept and comply with the licence terms applicable to such software as amended from time to time. The Customer's obligation applies regardless of whether a licence to the software being part of the Services (i) has been obtained by the Supplier to the effect that the Customer derives its limited right from the Supplier; or (ii) has been obtained directly by the Customer.
4. This Agreement does not transfer any licenses or other third-party products from the Supplier to the Customer.
Intellectual Property Rights
1. All Intellectual Property Rights to pre-existing materials belonging to a Party or created independently under any SoW by a Party shall remain vested in that Party.
2. All Intellectual Property Rights vested in the Services and/or Deliverables or created as part of or in relation to such Services and/or Deliverables shall vest in the Supplier.
3. The Supplier grants to the Customer a limited, non-transferable, non-exclusive, royalty-free license to use any IPR provided or created under a SoW, including without limitation to the Deliverables.
4. Customer Data is the sole an exclusive property of the Customer. Irrespectively of the foregoing, the Supplier shall be entitled to use Customer Data (i) when needed for the Supplier to provide the Services and Deliverables to the Customer, (ii) for internal purposes and (iii) to improved and further develop the Services, provided however, that the origin of any Customer Data is not disclosed.
Default and notices
1. The Customer must upon delivery immediately inspect the Deliverables and provide the Supplier with a written specification of any identified defects. Upon any other defects in the Services and/or Deliverables, the Customer must give notice to the Supplier of such defects immediately.
2. Upon notification of a defect the Supplier will – at its sole discretion – either correct the defect or replace the Deliverables or part hereof. Any remediation efforts must be conducted within reasonable time after receipt of Customer’s due notification.
3. Irrespectively of the foregoing, the Customer acknowledges that defects can be remediated through the general support and maintenance services provided by the Supplier.
Termination for cause
1. Either Party may by written notice terminate a SoW with immediate effect if:
  1. the other Party is in material default of one or more of its obligations under such SoW and if either:
    1. the material default is capable of remedy and the defaulting Party has failed to remedy the material default within thirty (30) calendar days of the defaulting Party’s receipt of notice specifying the material default and requiring its remedy within the notice.
    2. the material default is not capable of remedy
  2. a Party at any time is in breach of any of its payment obligations under this Agreement for a period exceeding sixty (60) days or
  3. If a Party is taken under insolvency, liquidation or bankruptcy
    proceeding.
Liability
1. General liability
  1. If the Customer uses third party software together with the Services and/or Deliverables, the Supplier will not be liable for the functionality of such software or its use in relation to the Services and Deliverables. Further, the Supplier will not be liable for any losses or non-performance if the Services are used in combination with other third-party products and/or services, which affects the Services.
  2. The Supplier is not liable for the content or information, which is send through or used in combination with the Services and Deliverables.
2. Product liability
  1. The Supplier's potential liability for statutory product liability or other types of product liability shall be limited to the largest extent possible, and in any case be subject to the limitation of liability provisions set out clause 8.3, unless such claim cannot be limited due to mandatory regulation.
  2. If a third-party claims product liability involving the Deliverables against only one of the Parties, that Party shall immediately notify the other Party of the claim.
3. Limitation of liability
  1. Each Party shall be liable for damages arising out of or in connection with this Agreement in accordance with the general principles of Danish law/Delaware law.
  2. Notwithstanding clause 8.3.1, the Supplier is not liable for any indirect or consequential losses, including loss of profit, loss of goodwill, any failure to obtain or reach economic benefits and objectives, any loss of production or loss or distortion of data.
  3. Notwithstanding clause 8.3.1, the Supplier’s total liability under each SoW is limited to an amount equal to twelve (12) months’ payment made under the applicable SoW calculated from the date of the incident leading to the claim. If twelve (12) months have not yet passed, then the total liability will be calculated as the average monthly payment made times twelve.
  4. Nothing in this Agreement will exclude or limit either Party’s liability for (a) death or personal injury caused by its negligence, (b) gross negligence or wilful misconduct, or (c) indemnification claims under clause 9.
Indemnification
1. The Supplier shall indemnify, defend, and hold the Customer harmless from and against any liabilities, costs, fees, and damages (including reasonable attorney’s fees) arising from or connected with any claims or action against the Customer by a third party that the Services and/or Deliverables infringe the third party’s Intellectual Property Rights.
2. If the Services and/or Deliverables are used in breach of the intended use or in combination with other third-party products or services, which leads to a third-party claim that the Services and/or Deliverables infringe the third party’s Intellectual Property Rights, the Customer shall indemnify, defend and hold the Supplier harmless from and against any liabilities, costs, fees and damages (including reasonable attorney’s fees) arising from or connected with such third party claim.
  
  If the Services and/or Deliverables is held to infringe a third-party’s Intellectual Property Rights pursuant to clause 9.1 above, the Supplier will, at the Supplier’s sole option and expense either (i) procure the Customer’s right to continue using the Deliverables, (ii) replace the Deliverables or part hereof with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function, (iii) modify the Services and Deliverables or part hereof to make it non-infringing; or (iv) refund any pre- paid charges for the remaining period and terminate the affected SoW with immediate effect. These remediation efforts constitute in addition to the indemnification, the Supplier’s sole liability for Intellectual Property Rights infringements.
Assignment and sub-contracting
1. Neither Party shall be entitled to assign or subcontract any rights or obligations under this Agreement without the other Party’s prior written consent.
2. Irrespectively of the foregoing, the Supplier shall be entitled to (i) assign its rights and obligations under this Agreement to a group entity and/or (ii) sub- contract any performance under this Agreement to a third-party sub- contractor, provided however, that the Supplier remains liable for any non- performance of such third-party sub-contractor.
Confidentiality
1. ach Party undertakes that it shall not at any time during this Agreement and for a period of 60 months after the termination effective date or expiry of this Agreement disclose to any person or company any confidential information disclosed to it by the other Party concerning the business or affairs of the other Party or of any member of its group, including information relating to a Party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (“Confidential Information”), except as permitted by clause 11.2 and 11.3.
2. Each Party may disclose the other Party’s Confidential Information as may be required by law, court order or any governmental or regulatory authority.
3. Notwithstanding clause 11.1 the Supplier may share Customer Confidential Information with any of its Affiliates or sub-contractors if necessary to fulfil its obligations towards the Customer under this Agreement.
Insurance
1. The Supplier will, throughout the term of this Agreement, maintain valid and in force, insurances required by law and the following insurance with minimum limits as set forth below:
  1. Commercial general liability including Services and Deliverables/completed operations and contractual liability coverage with minimum limits on an occurrence form of EUR 1,000,000 per occurrence and EUR 1,500,000 in aggregate.
  2. Technical errors and omissions liability insurance, with a minimum limit of EUR 2,000,000 in the aggregate, covering all Solutions, including failure of IT security and data privacy breach and software copyright infringement.
Force Majeure
1. The Supplier shall not be liable towards the Customer for non-performance or delayed delivery caused by events outside of the Supplier’s control, including but not limited to fire, war, civil unrest, government intervention, legislative or similar restrictions , natural disasters, export or import bans, lack of labour or raw materials, strikes and lockouts (save for strikes and lockouts caused by the Supplier) and cyber-attacks (provided that the Supplier uses firewalls and market standard anti-virus programs (“Force Majeure”).
2. In case of any Force Majeure event, the Supplier shall be entitled to postpone delivery of the affected Services and Deliverables until such circumstance has ceased.
3. If the conditions set out in in clause 13.1 persist for more than sixty (60) days, the Customer may terminate the affected SoW with immediate effect in whole or in parts, without assuming any liability towards the Customer.
4. The Customer is aware that certain countries may be subject to specific import restrictions or trade embargoes or have special rules requiring certifications or other trade or import permission. The Supplier is – notwithstanding anything else stated in this Agreement – not obliged and cannot be forced to provide any 1 0 Services and Deliverables to the extent this will be in breach of any such international restrictions or trade embargoes.
Processing of Personal Data
1. Any collection and processing of personal data as part of the delivery of Services and Deliverables is collected and processed by the Supplier, a subcontractor or an Affiliate solely with the purpose of entering and concluding this Agreement and any SoW including invoicing and communication. The personal data to be collected is only the strictly necessary personal data primarily furnished by Customer.
2. The Supplier may, however also, when exercising their legitimate interest, use the collected personal data to offer additional solutions and services to Customers and to invite Customers to seminars, conferences, and other marketing events.
3. When the Supplier, in the context of providing a cloud service in association with the delivery of Services and Deliverables to the Customer processes personal data on behalf of Customer in a manner comprised by Regulation (EU) 2016/679 of the European Parliament and of the council, a separate data processor agreement (Schedule DPA) must be concluded between the Parties. The Supplier will conclude such agreement.
Audit
1. Upon the Supplier’s request, the Customer shall without undue delay (and in any case within fifteen (15) days from receipt of the request) provide the Supplier will all information and Documentation relating to the Customer’s use of the Services and Deliverables. The Supplier may also request the Customer to verify and/or confirm in writing how the Services and Deliverables are used. Further, the Supplier (or a third-party auditor initiated by the Supplier) shall be entitled to initiate an audit at the Customer’s site(s) to verify that the Customer’s use of the Services and Deliverables are in compliance with the terms and conditions of this Agreement. The audit will be subject to a written notice of at least twenty (20) days unless the purpose of the audit will otherwise be jeopardized by such notice. The Supplier and/or third- party auditor shall have unlimited access to the relevant production sites and/or Documentation, provided however, that the Supplier and/or third-part auditor shall comply with the Customer’s reasonable security procedures and instructions.
Survival
1. On termination of this Agreement the following clauses and any other clauses capable of surviving termination shall survive and continue in full force and effect:
  1. Clause 5 Intellectual Property Rights
  2. Clause 8 Liability
  3. Clause 9 Indemnity
  4. Clause 11 Confidentiality
  5. Clause 14 Processing of Personal Data
  6. Clause 17 Governing law and disputes
Governing law and disputes
1. If Services and Deliverables are provided within the European Union (or anywhere else except for USA) the following shall apply:
  1. This Agreement shall be governed by and construed in accordance with [Irish law], without regard to conflicts of law principles.
  2. Any dispute or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The number of arbitrators shall be one unless the amount in controversy exceeds EUR 3,000,000, in which case the arbitration shall be conducted by three arbitrators. The place of arbitration shall be Dublin, Ireland. The language of the arbitration shall be English.
2. If Services and Deliverables are provided within USA, the following shall apply:
  1. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of law principles.
  2. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, performance, breach, or termination, shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect.
  3. The arbitration shall be conducted by a single arbitrator, unless the amount in controversy exceeds $3,000,000, in which case the arbitration shall be conducted by three arbitrators. The place of arbitration shall be Wilmington, Delaware, and the language of the arbitration shall be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
  4. The Parties expressly waive any right to a trial by jury. Nothing in this clause shall preclude either party from seeking interim or injunctive relief in aid of arbitration from any court of competent jurisdiction.

Annex 1 (Data Act Provisions)

This annex applies only to the extent that the Services and Deliverables are subject to the provisions of the Data Act. This annex is intended to ensure that the Agreement is in compliance with the Data Act and does not intend to make any material changes to any agreed provisions of the Agreement. Capitalized terms not defined here have the meanings in the Agreement unless specifically set out differently in this annex.

General compliance with the Data Act
Each Party shall reasonably comply with the general provisions set out in the Data Act to the extent they apply to the Parties.
Transition Right and Notice
Customer may (i) transition to another provider of data processing services or (ii) port exportable data and digital assets, or (iii) request erasure of such data and assets, in each case in accordance with Articles 25-30 of the Data Act. Customer shall initiate the transition process by a written notice delivered no later than two (2) months (“Maximum Notice Period”) before the desired effective date.

The notice shall state (a) Customer’s name and VAT number, (b) the desired effective date, and (c) the full name, e-mail address and technical contact details of the person or third-party provider authorised to receive the exportable data. A notice submitted by a third party must be accompanied by verifiable proof of Customer’s authorisation.
The Supplier will cooperate in good faith and will not impose contractual, technical or organizational obstacles in relating to the transition.

The Customer shall not use any data obtained pursuant to a transition request under this annex to develop a connected product that competes with the connected product from which the data originates, nor shall Customer share such data with any third party for this purpose. Furthermore, Customer shall not use the data to gain insight into the economic situation, assets, or production methods of the manufacturer or, where applicable, the data holder.
Obligations during the transition period
Upon expiry of the Maximum Notice Period, a mandatory transition period of up to thirty (30) consecutive calendar days (“Transition Period”) shall commence.

During the Transition Period, the Customer shall:
1. provide reasonable assistance to Customer and any Customer-designated third parties to enable an effective transition;
2. support Customer’s exit strategy relevant to the contracted services, including by making all relevant information available;
3. exercise due care to maintain business continuity and to continue providing all contracted functionalities and Services;
4. provide Customer with clear, written information on any known risk affecting the continuity of the Services; and
5. maintain a high level of security, including protection of data in transit and at rest, in accordance with applicable Union and national law.

If completion of the transition process within the Transition Period is not technically feasible, Supplier shall, within fourteen (14) business days of receiving Customer’s transition request, provide a written, reasoned notice of the technical impediment and propose an alternative Transition Period not exceeding seven (7) months.

Customer may extend the Transition Period (or the alternative transitional period as extended by Supplier) once for a period that Customer considers more appropriate for its own purposes by notice to the Supplier.

Data Retrieval
The Supplier will at no cost, upon expiry of the Transition Period, make all exportable data and digital assets available for download in a file in a structured, commonly used and machine-readable for a minimum data-extraction period of thirty (30) consecutive calendar days (“Extraction Period”). If Customer requests a longer Extraction Period, such extended duration may be provided by Supplier on commercially reasonable terms and at Supplier’s then-current rates, provided such extension does not conflict with Article 29 of the Data Act. Except to the extent retention is required by applicable law or agreed in writing, Supplier shall at the end of the Extraction Period irreversibly delete all exportable data and digital assets generated directly by, or directly relating to, Customer.
No Transition Costs
No additional fees will be imposed on the Customer for transition in accordance with this annex for requests initiated on or after January 12th, 2027. Prior to January 12th , 2027, any transition fee shall be limited to Supplier’s direct costs incurred to execute the transition.

There are no transition fees as long as the transition is performed in accordance with the Agreement. In no case will Customer be liable to pay fees for the terminated services exceeding what would have been due if the services had not been terminated.
Exempted Data
Only data and digital assets generated directly by Customer or directly relating to Customer will be made available for export

The following limited categories are excluded from export in accordance with Article 25(2)(f) of the EU Data Act:
1. Operational data essential for Supplier’s service functionality and security, such as system logs, audit trails, and access logs, are not included in the export;
2. Data where export would risk a breach of Supplier’s trade secrets, provided that such exemptions do not impede or delay the transition process;
3. Proprietary configuration files, deployment scripts and source code;
4. data that have been irreversibly anonymised;
5. documents that, in accordance with documented retention periods, have already expired, failed or been deleted before receipt of the transition notice.

The Supplier shall provide the Customer with a description of all categories of data specific to the internal functioning of Supplier’s Services that are to be exempted from the exportable data due to a risk of breach of trade secrets of Supplier’s, provided that such exemptions do not impede or delay the transition process.

Payment Obligations for Committed Term (Early Termination Fee)
The Customer’s payment obligations for the committed term as set out in the applicable SoWs are not affected by Customer’s decision to execute a transition. If Customer terminates a fixed subscription term for convenience before the end of the committed term, Customer shall pay an early termination fee equal to the fees that would have become due for the unperformed portion of the committed term under the SoW, excluding taxes and any variable usage not subject to a minimum commitment, and with the same payment terms as agreed within the Agreement. If Customer has prepaid any fees for a fixed period, such fees will not be repaid.
Order of Precedence and Amendments
This annex prevails over any contrary term in the Agreement solely with respect to transition, data portability, exit assistance and related fees.

Supplier may amend this annex with thirty (30) days’ prior written notice to the Customer to reflect changes in applicable regulations. Such amendments shall be deemed accepted unless explicitly rejected by the Customer in writing within thirty (30) days of receipt of the notice. In the event of a rejection, the Parties shall engage in good faith discussions to seek a mutually agreeable resolution.

General terms and conditions

Annex 1 (Data Act Provisions)

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