Terms of Service.

This is an English translation provided for convenience. The Danish version is the legally binding one.

Terms of Business for SOLUTION8

Terms of Business including Service Terms

• GENERAL TERMS
• 1 INTRODUCTION
• 2 AGREEMENT BASED ON AN ORDER
• 3 THE SERVICES
• 4 COOPERATION BETWEEN THE PARTIES
• 5 SCHEDULE AND DELIVERY
• 6 CHANGES
• 7 USE OF SUBCONTRACTORS
• 8 THIRD-PARTY SERVICES
• 9 RETENTION OF TITLE
• 10 PRICES AND PAYMENT
• 11 DEFAULT AND REMEDIES
• 12 INTELLECTUAL PROPERTY RIGHTS
• 13 INFRINGEMENT OF THIRD-PARTY RIGHTS
• 14 TERMINATION
• 15 FORCE MAJEURE EVENT
• 16 DATA AND SECURITY
• 17 THE CUSTOMER'S PERSONAL DATA
• 18 CONFIDENTIALITY
• 19 ASSIGNMENT
• 20 VALIDITY AND SEVERABILITY
• 21 COMPLIANCE WITH INTERNATIONAL RULES AND ANTI-CORRUPTION
• 22 GOVERNING LAW AND VENUE
• SERVICE TERMS
• 1 Consultancy Services
• 2 Hosting Services
• 3 Software
• 4 Software-as-a-Service
• 5 Support and Maintenance

General Terms

1 INTRODUCTION

1.1. These general terms ("General Terms") apply to the delivery of all forms of products, services and offerings ("Services"). A Service may be subject to further specific terms ("Service Terms"). The General Terms and the Service Terms form an integral part of the Agreement (as defined below). The provisions of the Service Terms take precedence in the event of any inconsistency with the General Terms.

1.2. "Agreement" means any agreement for the delivery of Services between the customer ("the Customer") and the supplier ("the Supplier") named therein, regardless of the medium and method used to enter into the Agreement, and regardless of whether it is signed, confirmed by email or entered into in another manner. The provisions of the Agreement take precedence in the event of any inconsistency with the provisions of the General Terms or the Service Terms.

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

2 AGREEMENT BASED ON AN ORDER

2.1 An agreement for the delivery of Services may be entered into as a separate order, service agreement, work order, email or the like that contains information about the Services, the scope, the price and/or specific terms applicable to the Services (an "Order"). The provisions of an Order take precedence in the event of any inconsistency with the provisions of the Agreement, the General Terms or the Service Terms.

2.2 Each Order constitutes an individual agreement that is separate from other Orders and from the Agreement. For Services delivered on the basis of an Order, all references to the "Agreement" in the General Terms and Service Terms are deemed to be references to the separate Order.

2.3 There is no cross-effect between individual Orders or between Orders and the Agreement. Default, defects, delay, termination for any reason, etc. relating to Services under one Order will therefore not affect any other Order or the Agreement. Limitations of liability apply to and are calculated separately for each individual Order as well as for the Agreement. Termination of the Agreement (for any reason) does not affect an Order and vice versa. In the event of termination of the Agreement, the Supplier must continue to deliver the Services in accordance with an Order already entered into, unless that Order is also terminated.

3 THE SERVICES

3.1 The Services are specified in the Agreement, which contains the exhaustive specification of the Services and the requirements associated therewith, including scope, quantity and quality as well as any specific expectations thereto.

3.2 Information stated by the Supplier in brochures, catalogues, price lists, advertisements, previous offers, on websites or orally, as well as any terms or conditions in purchasing terms or a similar document from the Customer, does not apply to the Services unless reproduced in the Agreement.

3.3 The Services comprise project management, development, documentation, support, training and maintenance to the extent stated in the Agreement.

3.4 The Services must be delivered in accordance with what is generally accepted and recognised as good practice within the Supplier's industry.

3.5 Within the framework of the Agreement and what is specified therein, the Supplier decides how the Services are to be structured and delivered, including method, design and functionality.

4 COOPERATION BETWEEN THE PARTIES

4.1 The Parties must cooperate loyally on the performance of the Agreement with sufficient flexibility to ensure timely delivery of the Services. Each Party must in this connection ensure the necessary organisational structure. The Parties must, among other things, ensure that their representatives have sufficient authority and decision-making competence.

4.2 The Parties may communicate in writing without any formal requirements, including digitally or via a platform or another communication tool made available by the Supplier.

4.3 The Customer must contribute and participate as stated in the Agreement, as may reasonably be expected, or as the Supplier reasonably requests on an ongoing basis, including in relation to decision-making and resources.

4.4 To the extent necessary for the Supplier's delivery of the Services, the Customer must obtain the necessary approvals, licences, authorisations, consents and permissions to enable the Supplier to: (a) access the Customer's sites and the Customer's staff, and (b) use, access, maintain and modify software, hardware and other materials provided by the Customer or made available by the Customer.

4.5 The Customer must minimise the risk of loss of or damage to the Customer's IT systems and data before the Supplier is given access thereto. In this connection, the Customer must, for example, make sufficient backup of data and ensure that the Supplier is made aware in writing of any security provisions and other guidelines applicable to access to the Customer's IT systems.

4.6 If information provided by a Party is inaccurate or incomplete, or if a Party fails to fulfil its obligations, the Parties agree to negotiate loyally reasonable changes to the affected part(s) of the Services and/or the Agreement.

5 SCHEDULE AND DELIVERY

5.1 The Services are delivered in accordance with the schedule stated in the Agreement.

5.2 If a delivery time is not stated in the schedule, delivery of each individual part of a Service takes place at the latest when the relevant part is made available to the Customer for business use. The risk for the Services passes to the Customer at the time of delivery.

5.3 Each Party may postpone any deadline by giving the other Party five working days' prior written notice. However, each Party may not postpone a single deadline by more than 20 working days in total.

6 CHANGES

6.1 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.

6.2 The Supplier's reasonable time and materials spent in connection with preparing changes at the Customer's request are paid by the Customer.

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

6.4 The Supplier may adjust and change the General Terms and Service Terms with 14 days' prior written notice.

7 USE OF SUBCONTRACTORS

7.1 The Supplier may freely use and replace subcontractors for the delivery of the Services.

7.2 The Supplier is directly responsible for the Services delivered by a subcontractor in the same way as if they had been delivered by the Supplier itself.

8 THIRD-PARTY SERVICES

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

8.2 Third-Party Services are subject to the third party's service terms/licence terms in force at any given time made available to the Customer, e.g. as part of the Agreement, on request, as an integral part of a software product or otherwise. All provisions of third-party terms, including regarding usage rights and limitations of liability, take precedence over the Agreement and are deemed accepted by the Customer as part of the Customer's acceptance of an agreement for Services that comprises Third-Party Services.

8.3 Notwithstanding any conflicting provisions, the Supplier assumes no liability of any kind for Third-Party Services, including as regards availability, functionality, updates, modifications or defects. Third-Party Services are delivered solely "as is". The Supplier's sole responsibility is to forward any complaint from the Customer to the third party or its distributor.

8.4 The third party delivering Third-Party Services is not considered a subcontractor.

8.5 The Supplier may at any time replace suppliers of Third-Party Services, provided that the replacement does not have a materially adverse impact on the Services as a whole.

8.6 This section 8 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.

9 RETENTION OF TITLE

9.1 Physical deliverables such as hardware are delivered with retention of title. The Supplier retains full title to each individual unit, notwithstanding that delivery to the Customer has taken place and notwithstanding the Customer's possession and use of the unit.

9.2 The retention of title is maintained until the Customer has paid the entire purchase price for the relevant unit, including interest, costs and expenses.

10 PRICES AND PAYMENT

10.1 The Services are delivered against payment as stated in the Agreement. For Services where nothing is stated about payment in the Agreement, the Services are delivered against payment for time and materials spent in accordance with the actual number of hours and materials used for the delivery thereof, and in accordance with the Supplier's price list in force at any given time.

10.2 The Supplier may 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.

10.3 The Customer is responsible for all third-party costs for installation, shipping, handling and insurance. At the Supplier's request, the Customer must either pay such costs directly to the third party or reimburse such costs to the Supplier, to the extent the Supplier pays the costs to the third party.

10.4 The payment terms are 8 days from the invoice date.

10.5 All prices are stated and invoiced in Danish kroner excluding VAT and other taxes/duties.

10.6 Each Party is responsible for its own compliance with the legislation in force at any given time regarding VAT and other taxes/duties.

10.7 Taxes/duties may not be deducted from the payments to the Supplier unless this is required under the legislation. In that case, the Customer must pay a correspondingly increased amount so that the Supplier, after all required deductions and withholdings (after tax), receives an amount corresponding to the amount the Supplier would have received had no deductions or withholdings been made.

10.8 Interest accrues on overdue payments in accordance with applicable law.

10.9 The Supplier may adjust the agreed prices annually.

10.10 Changes due to external circumstances, including exchange rates, supply costs, insurance and transport expenses, changes in prices of third-party services, etc., entitle the Supplier to adjust its prices further by the net impact of the changes without prior notice.

10.11 Set-off may not be made against the Supplier's invoices.

10.12 The Supplier may collect and/or request information about the Customer's credit rating. In addition, the Supplier may require advance payment or sufficient security in the form of a bank guarantee from a recognised financial institution for an amount corresponding to the estimated payments for the Services, as a condition for (continued) delivery.

11 DEFAULT AND REMEDIES

11.1 General

11.1.1 Each Party has the rights and remedies available under applicable legislation, unless otherwise agreed, including in the Agreement.

11.1.2 The Customer must examine the Services without undue delay from the time of delivery.

11.1.3 The Supplier's liability for default, including for defects and delay, lapses if the Supplier has not received notice thereof without undue delay after the default was or ought to have been discovered.

11.1.4 The Supplier's liability for default, including for errors and defects, lapses at the latest 12 months after the time of delivery of the relevant Services.

11.1.5 Notice of default does not release the Customer from paying invoiced amounts when they fall due.

11.2 Defects

11.2.1 A Service is defective if it does not, in all material respects, meet the specifications stated in the Agreement, it being recognised that IT services are never completely free of errors, defects or interruptions.

11.2.2 Failure to meet guaranteed service levels is not considered a delay but a defect.

11.3 Delay

11.3.1 A Service is delayed if delivery takes place after the agreed delivery time for the relevant Service.

11.3.2 Each Party must give written notice of an actual or expected delay and loyally attempt to limit the adverse effects thereof.

11.3.3 If a Party is prevented from fulfilling its obligations due to circumstances attributable to the other Party, that Party may postpone an affected deadline by the duration of the delay.

11.3.4 If a delay is mainly due to circumstances attributable to the Customer, affected payments continue to be invoiced in accordance with the Agreement, regardless of whether the Services, phases, milestones, tests, etc. triggering the payment are delayed.

11.3.5 The Supplier may withhold or suspend a Service if payment for the delivered Service is delayed, provided that the Supplier has given at least 30 working days' prior written notice and the full delayed payment has not been received at the expiry of the deadline.

11.4 Remediation

11.4.1 When a Party receives notice of its default, or itself becomes aware thereof, the Party is entitled and obliged to remedy the default without undue delay. Specific service levels may be agreed in the Agreement.

11.4.2 Remediation comprises all necessary measures to remedy the default and ensure restoration of the delivered Services or payment of any outstanding amounts.

11.4.3 Default may, at the Supplier's option, be remedied by remediation or re-delivery.

11.4.4 If the default cannot be remedied without undue delay, the Parties must loyally discuss a plan for remedying the default and any reasonable workaround.

11.5 Compensation

11.5.1 To the extent that a Party fails to remedy a default, the non-defaulting Party may claim compensation in accordance with the Agreement.

11.5.2 If the Customer reports a non-existent or non-reproducible default, the Supplier may claim payment for time and materials spent in relation thereto.

11.5.3 For matters where the Supplier is obliged to pay a penalty, the Customer may only claim further compensation for loss exceeding such penalty.

11.6 Limitation of Liability

11.6.1 A Party is not liable for indirect loss or consequential damages, including the Customer's lost profit or earnings, expected earnings, operating loss, loss of goodwill, business interruption, reduced business value or loss of data (with the exception of direct costs for re-establishing data for which the responsible Party has a backup obligation). Cover purchases, the Supplier's lost profit or earnings under the Agreement, the Supplier's increased use of resources or payment for surplus resources that cannot be reallocated, are considered a direct loss.

11.6.2 Each Party's total liability 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 liability in contract, indemnification, legislation, Article 82(5) of the General Data Protection Regulation or otherwise, is limited to an amount corresponding to 100% of the payments received by the Supplier under the Agreement for the same period.

11.6.3 The Parties are each liable for claims from data subjects in accordance with Article 82 of the General Data Protection Regulation and Section 26 of the Danish Liability for Damages 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 claims against the Supplier, if any, may not exceed the agreed monetary limitation of liability, and the Customer must indemnify the Supplier for any claim from data subjects that may be directed against the Supplier and that exceeds the monetary limitation.

11.6.4 The limitations of liability do not limit a Party's liability for:

11.6.4.1 payment of overdue invoices;

11.6.4.2 loss that cannot be excluded or limited under applicable mandatory law;

11.6.4.3 product liability in connection with death or personal injury;

11.6.4.4 claims from third parties as a result of infringement of intellectual property rights;

11.6.4.5 breach of the confidentiality obligation stated in the Agreement;

11.6.4.6 gross negligence, wilful intent or fraud.

11.6.5 The Supplier is not liable for loss or damage due to the Customer's lack of training, use of the delivered Services in a manner other than stated in the delivered documentation, or due to the Customer's or a third party's implementation of, changes to or interference with the delivered Services.

11.6.6 A Party is not liable for default caused by the other Party, its staff, representatives, other suppliers or other collaboration partners, including for having acted in reliance on such a Party's instructions, permissions, approvals or information.

12 INTELLECTUAL PROPERTY RIGHTS

12.1 General

12.1.1 "Intellectual property rights" means all forms of intellectual property rights and industrial property rights as well as all derivative matters - including applications for such rights - of any kind and form, anywhere in the world, and all rights attaching thereto, regardless of whether they are applied for, recorded or registered in any way, including but not limited to trade secrets, know-how, patents, trademarks, copyrights, design, database and software rights as well as all other rights under the Danish Copyright Act, the Danish Marketing Practices Act, the Danish Trade Secrets Act and all other legal rights anywhere in the world that protect intangible assets.

12.2 The Supplier's intellectual property rights

12.2.1 In the relationship between the Supplier and the Customer, the Supplier holds all intellectual property rights:

12.2.1.1 held by or licensed to the Supplier on or before the date of the Agreement;

12.2.1.2 developed by the Supplier independently of the Agreement; that are created by the Supplier (including all intellectual property rights,

12.2.1.3 that are created jointly with the Customer) in connection with the delivery of the Services; and

12.2.1.4 all modifications, improvements and derivative works of the intellectual property rights regardless of which Party has developed them.

12.3 The Customer's intellectual property rights

12.3.1 In the relationship between the Supplier and the Customer, the Customer holds all intellectual property rights:

12.3.1.1 held by or licensed to the Customer on or before the date of the Agreement; and

12.3.1.2 developed by the Customer independently of the Agreement.

12.3.2 The Customer grants the Supplier a non-exclusive, worldwide, royalty-free licence to use, reproduce and modify all of the Customer's intellectual property rights to the extent necessary for the Supplier's delivery of the Services.

12.4 Licence to the Supplier's intellectual property rights

12.4.1 Upon the Customer's payment for the Services, the Supplier grants the Customer a perpetual, non-transferable, non-exclusive licence to all intellectual property rights created by the Supplier (including any intellectual property rights developed jointly with the Customer) as part of the delivered Services, including documentation, data, adaptations, integrations and customer-specific software developed or modified specifically for the Customer as part of the Services.

12.4.2 The licence is unlimited as regards territory, configuration, form, design, method and medium, as long as any rights are enforced in relation to the Customer's own, internal use.

12.5 Specific licence terms

12.5.1 To the extent that specific licence terms apply to specific Services, including standard software, the specific licence terms will apply to the licence granted to the Customer, instead of the aforementioned terms.

13 INFRINGEMENT OF THIRD-PARTY RIGHTS

13.1 Notwithstanding generally applicable limitations of liability, a Party (the "Defending Party") must indemnify the other Party (the "Affected 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.

13.2 Indemnification is conditional upon the Affected Party:

13.2.1 immediately informing the Defending Party of the claim and giving the Defending Party the opportunity to take over the defence thereof;

13.2.2 cooperating with and giving the Defending Party all information reasonably requested, as well as giving the Defending Party the sole right to defend and settle the claim;

13.2.3 not making any kind of statement that may have a detrimental effect on the possibilities of settling or defending the claim.

13.3 The Defending Party may, at its own option, secure a valid licence to the infringed intellectual property rights or bring the infringement to an end by modifying or replacing the affected Service with a solution that, in all material respects, has the same functionality as the one infringing the third party's intellectual property rights.

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

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

13.5.1 the Affected Party's failure to comply with the Agreement;

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

13.5.3 use of the Services for purposes other than the intended purposes and/or contrary to the guidance on correct use.

13.6 This section constitutes the Affected Party's exhaustive remedy in the event of infringement of a third party's intellectual property rights.

14 TERMINATION

14.1 Termination for convenience

14.1.1 The term of the Agreement (and the term of any licences and/or services granted thereunder) is stated in the Agreement.

14.1.2 The Agreement may be terminated by either Party with 3 months' prior written notice.

14.1.3 In the event of the Customer's termination, the Customer must pay:

14.1.3.1 for Services delivered up to the time the termination is given;

14.1.3.2 for Services delivered during the notice period;

14.1.3.3 for surplus resources allocated during the notice period that cannot reasonably be reallocated before the expiry thereof;

14.1.3.4 other reasonable and unavoidable costs.

14.1.4 All costs must be limited to a reasonable extent by the Supplier.

14.2 Termination for cause

14.2.1 Each Party may terminate the Agreement with immediate effect:

14.2.1.1 if the other Party materially breaches the Agreement, and the material breach is not remedied within 30 days of receipt of a written notice from the non-defaulting Party requesting remediation;

14.2.1.2 if the other Party's material breach of the Agreement cannot be remedied;

14.2.1.3 in the event of the other Party's bankruptcy, subject to the right the bankruptcy estate has to accede to the Agreement, to the extent permitted under the Danish Bankruptcy Act or similar legislation.

14.2.2 The Customer's failure to pay an outstanding amount (except outstanding amounts disputed in good faith) is considered a material breach.

14.3 Effects of termination

14.3.1 Regardless of the reason, termination only takes effect for the future (ex nunc).

14.3.2 Regardless of the reason, termination does not entail repayment of amounts already paid.

15 FORCE MAJEURE EVENT

15.1 Neither Party is considered to be in default of an obligation to the extent and for the period that the Party in question is prevented from fulfilling the obligation in question due to a force majeure event.

15.2 Force majeure events include natural disasters, war, mobilisation, breakdown of telecommunications infrastructure/the Customer's infrastructure not provided by the Supplier, external security incidents (e.g. hacker attacks, computer virus attacks or other destructive conduct by third parties) and similar circumstances (if the event is not due to the Supplier's default, including failure to comply with agreed security requirements under the Agreement), health and safety restrictions and recommendations issued by public authorities, pandemics, epidemics, natural disasters, strikes, lockouts, fire, damage to production facilities, import and export regulations and other unforeseeable circumstances beyond the affected Party's control.

15.3 Without undue delay after the affected Party has given notice of a force majeure event and at regular intervals thereafter, the Parties must loyally make reasonable efforts to agree on measures and a suitable plan to enable continued delivery of the Services affected by the force majeure event.

15.4 At any time after the occurrence of a force majeure event, and for as long as it persists, the Parties must each make reasonable efforts to prevent and mitigate the effects of the force majeure event. If, due to a force majeure event, the Supplier is prevented from delivering the Services, the Supplier must, at the Customer's request and against payment for time and materials spent, take reasonable steps to overcome or minimise the consequences of the force majeure event.

15.5 The part of the Agreement relating to the affected Services may be terminated by the Parties with immediate effect if the force majeure situation has prevented delivery of the affected Services for 30 consecutive working days.

16 DATA AND SECURITY

16.1 The Customer holds all rights, including intellectual property rights, to the Customer's own data.

16.2 The Customer is responsible for ensuring proper backup of the Customer's data.

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

16.4 To the extent that the Supplier undertakes to process the Customer's data, the processing will be subject to the Supplier's IT security policy in force at any given time.

16.5 The Customer may not require the Supplier's staff to personally accept terms regarding the Customer's IT security policy.

17 THE CUSTOMER'S PERSONAL DATA

17.1 If the Supplier undertakes to process personal data on behalf of the Customer (as a 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 an inconsistency with the provisions of the Agreement, the General Terms or the Service Terms.

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

17.3 The Supplier may anonymise all information received, generated or processed as part of the Services and use it for its own purposes. The Supplier holds all rights, including intellectual property rights, to the anonymised information.

18 CONFIDENTIALITY

18.1 Each Party must ensure full 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.

18.2 Each Party may disclose confidential information to its representatives, including legal advisers, consultants, etc., if the disclosure is necessary for the legal advisers, consultants, etc. to perform their tasks or function in relation to the Agreement or the Services. A Party may furthermore disclose confidential information when it is obliged to do so under mandatory legislation, an order from a court or a public authority acting within the scope of its powers.

18.3 The confidentiality obligations do not comprise:

18.3.1 information which the receiving Party knows or comes to know without being subject to a confidentiality obligation;

18.3.2 information which is independently developed by the receiving Party;

18.3.3 information which is publicly known.

18.4 Personal data covered by data protection legislation is not in itself confidential information.

19 ASSIGNMENT

19.1 The Parties may only assign rights and obligations under the Agreement to a third party with the other Party's prior written permission, which may not be withheld or delayed without reasonable cause.

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

20 VALIDITY AND SEVERABILITY

20.1 If a provision of the Agreement is considered to be unlawful, invalid or unenforceable, such a provision must be enforced to the widest extent permitted, and such a provision must not affect the lawfulness and validity of the other provisions.

21 COMPLIANCE WITH INTERNATIONAL RULES AND ANTI-CORRUPTION

21.1 The Services are delivered for the Customer's internal use and not for commercial exploitation. If the Customer exports, imports or otherwise transfers a Service, the Customer will be responsible for complying with the legislation in force at any given time and for obtaining any necessary export or import permits.

21.2 Both Parties must comply with the legislation in force at any given time regarding the combating of bribery and corruption. The Supplier may suspend performance of the Agreement to the extent required under applicable law.

22 GOVERNING LAW AND VENUE

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

22.2 Any dispute and any claim arising out of or in connection with the Agreement must be settled by a competent court at the Supplier's venue.

Service Terms

1 Consultancy Services

1.1 INTRODUCTION

1.1.1 These Service Terms form an integral part of the Agreement and apply to Services in the form of the delivery of consultancy services, including services within advisory, training, integration, application development, project management, implementation, scripting, data transfer and documentation, as well as the results and deliverables delivered as part thereof.

1.2 THE SERVICES

1.2.1 Unless otherwise stated in the Agreement, the Services are delivered as an obligation of means, which means that the Supplier provides a work effort but does not guarantee a specific functionality or a specific result.

1.2.2 To the extent expressly stated in the Agreement, the Services are delivered as an obligation of result, which means that the Supplier must deliver a specific functionality or a specific result.

1.2.3 The initiative for the delivery of the Services in accordance with the schedule stated in the Agreement rests with the Supplier.

1.2.4 The Supplier may fulfil a specification in the Agreement by delivering standard functionality.

1.3 COOPERATION BETWEEN THE PARTIES

1.3.1 The Customer must ensure that the Customer's sites are safe and comply with all relevant working environment legislation in force at any given time. The Supplier may refuse to deliver to or perform the Services from the Customer's site if the conditions at the site, in the Supplier's reasonable assessment, do not meet these requirements.

1.4 SCHEDULE AND DELIVERY

1.4.1 The Supplier endeavours to deliver the Services in accordance with any schedule stated in the Agreement. A schedule in the Agreement is solely for planning and estimation purposes and does not express a binding schedule of material importance to the Services.

1.4.2 Unless a specific process for acceptance testing or delivery is stated in the Agreement, delivery will take place on an ongoing basis as the Supplier delivers the Services.

1.4.3 If a specific process for acceptance testing or delivery is stated in the Agreement, the time of delivery will be the earlier of either (a) when the acceptance test or the specific delivery process has been approved/completed, or (b) when the Customer starts using the delivered Services or puts them into production use.

1.4.4 If a postponement of a deadline results in additional costs for the non-postponing Party, including reasonable costs associated with resources that cannot be reallocated, the non-postponing Party must be compensated for such costs by the postponing Party.

1.5 TESTING AND APPROVAL

1.5.1 Formalised testing such as acceptance testing is carried out to the extent stated in the Agreement and in accordance with the schedule stated therein.

1.5.2 The Customer must provide "dummy data" for testing. No live data or personal data is used for this purpose.

1.5.3 The Customer must prepare and carry out the acceptance test.

1.5.4 The purpose of the acceptance test is to determine whether the delivered Services meet the specifications in the Agreement.

1.5.5 The acceptance test must be carried out in accordance with the test plan and the scope of the acceptance test as stated in the Agreement. If the Agreement does not contain information about a specific test plan or a specific scope, the test plan or scope must be mutually agreed between the Parties prior to the commencement of the acceptance test.

1.5.6 The test plan and the scope of the acceptance test must be defined on the basis of a risk-based approach, where only material aspects of the delivered Services and the specifications are tested.

1.5.7 Approval is based solely on the agreed test plan and the agreed scope, and any form of testing beyond that - i.e. testing beyond the agreed scripts and use cases - does not affect the approval of the acceptance test.

1.5.8 The Customer must, without undue delay during the acceptance test, report and classify all discrepancies and provide documentation thereof.

1.5.9 The acceptance test is considered approved unless the Customer, within 10 working days of the completion of the acceptance test, refuses in writing to approve the acceptance test and provides supporting documentation thereof.

1.5.10 The Customer may only refuse to approve the acceptance test if the Customer can document reproducible defects that deviate from the agreed specifications and materially prevent the Customer from putting the delivered Services into business use.

1.5.11 If the acceptance test is refused in accordance with the Agreement, the Supplier may remedy the defects that stand in the way of acceptance and initiate a renewed acceptance test of the delivered Services until the acceptance test is approved or the Agreement is terminated.

1.6 STAFF

1.6.1 The Supplier must use qualified staff for the delivery of the Services.

1.6.2 The Parties must endeavour to ensure continuity in the staff used. If necessary, however, the Parties may replace staff, including named staff allocated to the Agreement, with other equivalent staff.

1.6.3 The Parties may not replace key staff, defined as such in the Agreement, unless this is necessary due to personal circumstances such as termination of employment, illness, etc. or due to organisational changes.

1.6.4 A Party must inform the other Party if a named staff member is no longer available. In this case, the Party must provide a replacement staff member with equivalent competence.

1.7 PRICES AND PAYMENT

1.7.1 Time and materials

1.7.1.1 Services delivered under the time-and-materials pricing model are invoiced on the basis of the actual number of hours and the materials used in the delivery of the Services. To the extent that hourly rates are stated in the Agreement, these are used in the calculation.

1.7.1.2 Only effective time may be invoiced - i.e. excluding, for example, lunch breaks, longer breaks, social events and internal training.

1.7.1.3 Travel time is invoiced at 50% of the applicable rate when it is passive, and 100% if work is carried out along the way.

1.7.1.4 The Supplier must prepare a price estimate if the Customer so requests. If there is a risk that an estimate may or will be exceeded, the Supplier must immediately inform the Customer thereof. The Parties must loyally agree on the necessary adjustments. If an estimate is exceeded, the Supplier may continue to deliver the Services against payment beyond the estimated remuneration, unless a change is agreed.

1.7.1.5 The Supplier must keep records of the time spent and, for each individual case, state the relevant staff member as well as the scope and nature of the work performed.

1.7.2 Fixed price

1.7.2.1 Services delivered under the fixed-price pricing model are invoiced on the basis of the agreed fixed price regardless of time and materials spent.

1.7.3 Other expenses

1.7.3.1 The Supplier delivers the Services between 9 am and 5 pm Monday to Friday, with the exception of official public holidays in the Supplier's jurisdiction. If the Customer expressly requests the Supplier to deliver the Services outside normal working hours, the time spent is invoiced at the normal hourly rate without overtime supplement regardless of the pricing model applied.

1.7.3.2 Costs, expenses and disbursements are invoiced in addition to the remuneration for the Services regardless of the pricing model applied. Extraordinary expenses must be approved in advance by the Customer.

1.7.3.3 Mileage is invoiced in addition to the remuneration for the Services regardless of the pricing model applied and is calculated in accordance with the state's rates for mileage allowance. Mileage does not include bridge tolls or public transport tickets, which are invoiced separately as expenses. The Supplier must reduce transport costs to a reasonable extent.

1.7.4 DEFAULT AND REMEDIES

1.7.4.1 The Supplier's delay in delivering the Services only constitutes a material breach if the agreed delivery time is delayed by more than 30 days due to circumstances attributable to the Supplier.

2 Hosting Services

2.1 INTRODUCTION

2.1.1 These Service Terms form an integral part of the Agreement and apply to Services in the form of the delivery of hosting services such as hosting of the Customer's platforms and infrastructure, other than software-as-a-service.

2.1.2 Access to and use of the Services may be subject to further terms and conditions, including an acceptable use policy. The further terms may be contained in the Agreement or made available by a third party delivering the relevant Services.

2.2 THE SERVICES

2.2.1 The Supplier will at all times endeavour to make available the Services stated in the Agreement, except for any planned downtime and unavailability caused by external events.

2.2.2 Notwithstanding any conflicting provisions, the Services are delivered "as is" and without warranty of any kind. The Supplier will endeavour to correct any errors and defects but expressly disclaims any legal obligation to do so.

2.2.3 The Supplier does not guarantee any particular service levels for the Services, or that the Services will be error-free or without interruptions.

2.2.4 Any planned downtime will, to the extent possible, take place outside normal working hours - i.e. at night or at weekends.

2.3 SCHEDULE AND DELIVERY

2.3.1 The Services are delivered from the agreed delivery time.

2.3.2 If a transition period or a project has been agreed to handle the takeover of activities, software, hardware, etc. or other preparatory work that enables the Supplier to deliver the Services from the agreed delivery time, the Supplier delivers such transition services as separate Services and as stated in the Agreement.

2.3.3 The Services are delivered as a recurring service for the period (including any renewal periods) stated in the Agreement. If the Services are delivered on a renewal or subscription basis, the Customer acknowledges that continued delivery of the Services is conditional upon the Customer's timely effective payment of renewal or subscription fees as stated in the Agreement.

2.4 STAFF

2.4.1 No staff are transferred from the Customer or any third party to the Supplier under the Agreement.

2.4.2 If a staff member is entitled to be transferred to the Supplier, e.g. as a result of the Danish Transfer of Undertakings Act (or other similar legislation) applying, the associated costs, including for wages and severance costs, are borne by the Customer.

2.5 CHANGES

2.5.1 The Services may, at the Supplier's own option, at any time be subject to changes, including by the addition or removal of features, provided that the changes do not have a materially adverse impact on the Services as a whole. The changes may take place without notice. However, the Supplier will endeavour to notify the Customer prior to the Changes.

2.5.2 If the Services are delivered using the Supplier's software or hardware, the Supplier may replace or upgrade this software or hardware without the Customer's prior consent.

2.6 LIMITATION OF LIABILITY

2.6.1 If a penalty has been agreed in relation to the Supplier's failure to comply with guaranteed service levels, the Customer may not claim other compensation or indemnification for such failure, unless an incident is caused by the Supplier's gross negligence or wilful default.

2.7 RESTRICTED ACCESS

2.7.1 If the delivery of the Services or the Customer's use thereof at any time poses a risk of not insignificant harm (of any kind) to the Supplier or any other party, the Supplier may block or restrict access to the Services in whole or in part. The Supplier must immediately inform the Customer if access to the Services is restricted.

2.8 ASSISTANCE IN CONNECTION WITH TERMINATION

2.8.1 The Supplier must contribute to the migration of the Services from the Supplier to the Customer or a third party appointed by the Customer in a loyal and responsible manner at the Customer's reasonable request thereof.

2.8.2 The delivery of assistance in relation to a third party in connection with termination is conditional upon the third party entering into a confidentiality agreement with the Supplier on terms and conditions no less onerous than those stated in the Agreement.

2.8.3 Assistance in connection with termination may be requested for delivery from the date of notice of termination (for any reason) and up to three months after the effective termination date.

2.8.4 Assistance in connection with termination is delivered as separate services after an agreement thereon has been entered into. Assistance in connection with termination is delivered against payment for time and materials spent in accordance with the actual number of hours and materials used for the delivery thereof, and is calculated in accordance with the Supplier's price list in force at any given time.

3 Software

3.1 INTRODUCTION

3.1.1 These Service Terms form an integral part of the Agreement and apply to Services in the form of the delivery of licensed software ("the Software"), other than software-as-a-service.

3.1.2 These Service Terms only apply to the extent that the Services are not covered by separate licence terms, in which case such separate licence terms apply to the Services instead of these Service Terms.

3.2 THE SERVICES

3.2.1 The Software, including the data contained in the Software, is a standard software product.

3.2.2 Subject to the Customer paying the remuneration, the Customer is granted a perpetual, non-exclusive, non-transferable right to use the Software, including any upgrades, updates, versions, releases, maintenance, development services, etc. delivered by the Supplier as stated in the Agreement.

3.2.3 Only the Customer is entitled to use the Software. The Customer may only use the Software for its own purposes.

3.2.4 The Customer may permit any affiliated company to use the Software for its own purposes on the same terms as the Customer itself, including terms on acquiring the necessary licences. The Customer remains directly responsible for any use of the Software as well as compliance with the terms thereof, including for the Customer's affiliated companies.

3.2.5 The Software may only be used as expressly permitted by the Supplier, unless otherwise permitted under applicable mandatory legislation. It is expressly not permitted to:

3.2.5.1 break or circumvent technical restrictions;

3.2.5.2 reverse engineer, decompile or disassemble the Software or use any other methods to gain access to the Software's source code or trade secrets contained in the Software;

3.2.5.3 modify or change the Software or the object code;

3.2.5.4 allow a third party to make changes or maintenance to the Software on behalf of the Customer;

3.2.5.5 make the Software or the Software's functionality available in any way to a third party (e.g. via a network or a hosting service);

3.2.5.6 publish or allow others to copy or access the Software;

3.2.5.7 sell, rent or lend the Software;

3.2.5.8 use the Software for commercial software hosting services;

3.2.5.9 use the Software to support a third party's business or to operate a separate service;

3.2.5.10 change or remove any marks and/or notices regarding copyright, trademarks or other rights or references thereto stated in the Software or on the medium on which the Software is delivered.

3.2.6 Notwithstanding the above, the Customer is, subject to the Supplier's express written consent, entitled to make the Software available to a third party that uses the Software on behalf of or for the benefit of the Customer (e.g. a supplier of hosting services or a supplier of outsourcing services). The Supplier may require such a third party to enter into a separate agreement regarding the rights to the Software.

3.2.7 The Software's source code must be considered and treated as confidential information.

3.2.8 To the extent the Customer receives a copy of the Software, the Customer is only entitled to receive it in object code. The Customer obtains no rights to the source code of the Software.

3.2.9 In the event that the Customer uses the Software in breach of these Service Terms, the Supplier may immediately and without notice suspend or terminate the Agreement due to material breach.

3.3 LICENCE METRIC

3.3.1 The licence is granted in accordance with the licence metric stated in the Agreement, including with the restrictions stated therein.

3.3.2 The Customer must at all times ensure that it holds a sufficient number of licences corresponding to the Customer's actual use, regardless of the Customer's organisational affiliation, including employment or other affiliation.

3.4 UPDATES AND CHANGES

3.4.1 The Supplier may, at its own discretion, at any time choose to make the Software subject to upgrades, updates, releases, maintenance, development services and other changes, including by adding new versions, updates and changing features, provided that this does not have a materially adverse impact on the Software as a whole. Such upgrades and changes may require planned downtime and may take place without notice. However, the Supplier will endeavour to notify the Customer in advance thereof.

3.4.2 Access to upgrades, updates, versions, releases, maintenance, development services and other changes may be subject to entering into a separate agreement thereon.

3.5 PRICES AND PAYMENT

3.5.1 The Customer's use of the Software is conditional upon the Customer's payment of the remuneration set out in the Agreement.

3.5.2 Invoicing and payment of the remuneration must be carried out as set out in the Agreement.

3.6 INTELLECTUAL PROPERTY RIGHTS

3.6.1 The Customer acknowledges that the Supplier (or its licensors) holds all copyright and intellectual property rights or exclusive industrial rights in and to the Software, including but not limited to the Software's code. This also applies to any changes, adaptations, upgrades, etc. of the Software. The Customer must respect such intellectual property rights, and the Customer is responsible for any breach of such rights, including a third party's unauthorised access to the Software.

3.7 WARRANTIES

3.7.1 The Software is delivered "as is", which means that the Software is delivered as it is and as available.

3.7.2 However, the Supplier warrants that the Software will, in all material respects, function in accordance with specifications and any original documentation delivered by the Supplier, and that all material functions work, provided that the Software is used for the intended purpose, in accordance with the specifications, and on the computer hardware and with the operating system the Software is developed for.

3.7.3 The above constitutes the only warranties, and the Supplier gives no other warranties of any kind, whether express or implied. The Supplier expressly disclaims all warranties regarding merchantability and fitness for a particular purpose.

3.8 AUDIT AND INFORMATION

3.8.1 The Supplier is at any time and without prior notice entitled to verify the Customer's compliance with these Service Terms. Such verification may be in the form of electronic access to the Software and records therein. The Customer must provide the Supplier with reasonable assistance with these verification tasks.

3.8.2 Without prejudice to any other remedies the Supplier may have available, and in the event that the Customer is not correctly licensed, the Supplier is entitled to claim payment of additional remuneration for the period during which the Customer has not been correctly licensed.

3.8.3 Neither Party is responsible for the other Party's costs associated with this clause 8. Notwithstanding the foregoing, the Customer is responsible for costs incurred by the Supplier if an audit reveals the Customer's failure to comply with the Service Terms.

3.9 SYSTEM REQUIREMENTS

3.9.1 The Customer is aware of and acknowledges that use of the Software may require and be subject to system requirements and/or a software subscription. Such requirements are stated in the Agreement. The Customer is responsible for meeting such system requirements and paying any associated costs and fees. The Supplier does not guarantee that the Software is compatible with future versions of third-party software.

3.10 TERMINATION

3.10.1 Regardless of the reason for termination, the Customer must, upon termination of the Agreement, immediately cease any use of and delete all copies of the Software as well as remove them from the Customer's systems.

4 Software-as-a-Service

4.1 INTRODUCTION

4.1.1 These Service Terms form an integral part of the Agreement and apply to Services in the form of the delivery of software-as-a-service ("the Solution").

4.1.2 Access to and use of the Solution may be subject to further terms and conditions, including an acceptable use policy. Such further terms may be contained in the Agreement or made available by a third party delivering the relevant Solution.

4.2 THE SERVICES

4.2.1 The Supplier will at all times endeavour to make available the Services stated in the Agreement, except for any planned downtime and unavailability caused by external events.

4.2.2 Notwithstanding any conflicting provisions, the Services are delivered "as is" and without warranty of any kind. The Supplier will endeavour to correct any errors and defects but expressly disclaims any legal obligation to do so.

4.2.3 The Supplier does not guarantee any particular service levels for the Solution, or that the Solution will be error-free or without interruptions.

4.2.4 Any planned downtime will, to the extent possible, take place outside normal working hours, i.e. at night or at weekends.

4.2.5 The Solution, including the data contained in the Solution, is a standard product.

4.2.6 Subject to the Customer paying the remuneration, the Customer is granted a time-limited, non-exclusive, non-transferable right to use the Solution, including any upgrades, updates, versions, releases, results of maintenance and development services, etc. delivered by the Supplier for the period stated in the Agreement.

4.2.7 Only the Customer is entitled to use the Solution. The Customer may only use the Solution for its own purposes.

4.2.8 The Customer may permit any affiliated company to use the Solution for its own purposes on the same terms as the Customer itself, including terms on acquiring the necessary user rights. The Customer remains directly responsible for any use of the Solution as well as compliance with the terms thereof, including for the Customer's affiliated companies.

4.2.9 The Solution may only be used as expressly permitted by the Supplier, unless otherwise permitted under applicable mandatory legislation. It is expressly not permitted to:

4.2.9.1 break or circumvent technical restrictions;

4.2.9.2 reverse engineer, decompile or disassemble the Solution or use any other methods to gain access to the Solution's source code or trade secrets contained in the Solution;

4.2.9.3 modify or change the Solution or the object code;

4.2.9.4 allow a third party to make changes or maintenance to the Solution on behalf of the Customer;

4.2.9.5 make the Solution or the Solution's functionality available to a third party in any way (e.g. via a network or a hosting service);

4.2.9.6 publish or allow others to copy or access the Solution;

4.2.9.7 sell, rent, or lend the Solution;

4.2.9.8 use the Solution for commercial software hosting services;

4.2.9.9 use the Solution to support a third party's business or to operate a separate service;

4.2.9.10 change or remove any marks and/or notices regarding copyright, trademarks or other rights or references thereto stated in the Solution or on the medium on which the Solution may be delivered.

4.2.10 Notwithstanding the above, the Customer is, subject to the Supplier's prior express written consent, entitled to make the Solution available to a third party that uses the Solution on behalf of or for the benefit of the Customer (e.g. a supplier of hosting services or a supplier of outsourcing services). The Supplier may require such a third party to enter into a separate agreement regarding the rights to the Solution.

4.2.11 The Solution's source code must be considered and treated as confidential information.

4.2.12 The Customer is not entitled to receive a copy of the Solution's source code. The Customer is only entitled to receive a copy of the object code, to the extent the Solution is delivered for installation on the Customer's hardware (client-side).

4.2.13 In the event that the Customer uses the Solution in breach of these Service Terms, the Supplier may immediately and without notice suspend or terminate the Agreement due to material breach.

4.3 USER RIGHTS

4.3.1 The right to use the Solution is granted in accordance with the metric for the user rights stated in the Agreement, including with the restrictions stated.

4.3.2 The Customer must at all times ensure that it holds a sufficient number of user rights corresponding to the Customer's actual use, regardless of the Customer's organisational affiliation, including employment or other affiliation.

4.4 CHANGES

4.4.1 The Solution may, at the Supplier's option, at any time be subject to changes, including by the addition or removal of features, provided that the changes do not have a materially adverse impact on the Solution as a whole. The changes may take place without notice. The Supplier will endeavour to notify the Customer prior to changes.

4.4.2 If the Solution is delivered using the Supplier's software or hardware, the Supplier may replace or upgrade this software or hardware without the Customer's prior consent.

4.5 INTELLECTUAL PROPERTY RIGHTS

4.5.1 The Customer acknowledges that the Supplier (or its licensors) holds all copyright and intellectual property rights or exclusive industrial rights in and to the Solution, including, but not limited to, the Solution's code. This also applies to any changes, adaptations, upgrades, etc. of the Solution. The Customer must respect such intellectual property rights, and the Customer is responsible for any breach of such rights, including a third party's unauthorised access to the Solution.

4.6 WARRANTIES

4.6.1 The Solution is delivered "as is", which means that the Solution is delivered as it is and as available.

4.6.2 However, the Supplier warrants that the Solution will, in all material respects, function in accordance with specifications and any original documentation delivered by the Supplier, and that all material functions work, provided that the Solution is used for the intended purpose, in accordance with the specifications, and on the computer hardware and with the operating system the Solution is developed for.

4.6.3 The above constitutes the only warranties, and the Supplier gives no other warranties of any kind, whether express or implied. The Supplier expressly disclaims all warranties regarding merchantability and fitness for a particular purpose.

4.7 AUDIT AND INFORMATION

4.7.1 The Supplier is at any time and without prior notice entitled to verify the Customer's compliance with these Service Terms. Such verification may be in the form of electronic access to the Solution and records therein. The Customer must provide the Supplier with reasonable assistance with such verification.

4.7.2 Without prejudice to any other remedies the Supplier may have available, and in the event that the Customer has not secured the correct user rights, the Supplier is entitled to claim payment of additional remuneration for the period during which the Customer has not had correct user rights.

4.7.3 Neither Party is responsible for the other Party's costs associated with this clause 7. Notwithstanding the foregoing, the Customer is responsible for costs incurred by the Supplier if an audit reveals the Customer's failure to comply with the Service Terms.

4.8 SYSTEM REQUIREMENTS

4.8.1 The Customer is aware of and acknowledges that use of the Solution may require and be subject to system requirements and/or a software subscription. Such requirements are stated in the Agreement. The Customer is responsible for meeting such system requirements and paying any associated costs and fees. The Supplier does not guarantee that the Solution is compatible with future versions of third-party software.

4.9 SCHEDULE AND DELIVERY

4.9.1 The Solution is delivered from the agreed delivery time.

4.9.2 If a transition period or a project has been agreed to handle the takeover of activities, software, hardware, etc. or other preparatory work that enables the Supplier to deliver the Solution from the agreed delivery time, the Supplier delivers such transition services as separate services, and as stated in the Agreement.

4.9.3 The Solution is delivered as a recurring service for the period (including any renewal periods) stated in the Agreement. If the Solution is delivered on a renewal or subscription basis, the Customer acknowledges that continued delivery of the Solution is conditional upon the Customer's timely payment of renewal or subscription fees as stated in the Agreement.

4.10 TERMINATION

4.10.1 Effects of termination

4.10.1.1 Regardless of the reason for termination, the Customer must, upon termination of the Agreement, immediately cease any use of and delete all copies of the Solution as well as remove them from the Customer's systems.

4.10.2 Assistance in connection with termination

4.10.2.1 The Supplier must contribute to the transfer of data from the Solution to the Customer or a third party appointed by the Customer in a loyal and responsible manner at the Customer's reasonable request thereof.

4.10.2.2 The delivery of assistance related to a third party in connection with termination is conditional upon the third party entering into a confidentiality agreement with the Supplier on terms and conditions no less onerous than those stated in the Agreement.

4.10.2.3 Assistance in connection with termination may be requested for delivery from the date of notice of termination (for any reason) and up to three months after the effective termination date.

4.10.2.4 Assistance in connection with termination is delivered against payment for time and materials spent in accordance with the actual number of hours and materials used for the delivery thereof, and is calculated in accordance with the Supplier's price list in force at any given time.

5 Support and Maintenance

5.1 INTRODUCTION

5.1.1 These Service Terms form an integral part of the Agreement and apply to Services in the form of the delivery of support and maintenance.

5.2 THE SERVICES

5.2.1 The Services are delivered for the supported software and/or hardware as stated in the Agreement.

5.2.2 These Service Terms only apply to the delivery of Services in relation to support and maintenance and not to the licence for the supported software and/or hardware (including any changes thereto as a result of the delivered support and maintenance). The licence for the supported software is subject to the separate terms and conditions applicable to it.

5.2.3 The Services do not comprise the following:

5.2.3.1 support of versions earlier than the latest version of the software and/or hardware;

5.2.3.2 upgrading, modifying or repairing supported software;

5.2.3.3 new versions or releases of software other than the supported software;

5.2.3.4 supply and installation of consumables (including units to be replaced by the user);

5.2.3.5 updates of documentation;

5.2.3.6 data correction, data transfer or data conversion;

5.2.3.7 Services necessary due to: (i) misuse, (ii) damage or errors caused by fire, smoke, heat, water, flood, storm, lightning, electrical failure or other similar event, (iii) repairs or modifications made by a party other than the Supplier, (iv) use not in accordance with the manufacturer's instructions, (v) manufacturer recalls, including replacement, (vi) the manufacturer's inability or refusal to deliver services or spare parts, (vii) program errors, defects or defective materials and defective workmanship caused by software and/or hardware other than the supported software and/or hardware, or (viii) deliberate or negligent acts or omissions on the part of the Customer or a third party.

5.2.4 Unless otherwise stated in the Agreement, the Services are delivered as an obligation of means, which means that the Supplier provides a work effort but does not guarantee a specific functionality or a specific result.

5.2.5 The Customer will take care of the supported hardware, store it in suitable premises with appropriate climate conditions and follow reasonable operating instructions or other manufacturer instructions regarding the storage and use of the hardware.

5.2.6 The Supplier does not guarantee any specific service levels for the Services.

5.3 SCHEDULE AND DELIVERY

5.3.1 The Services are delivered from the agreed delivery time.

5.3.2 The Services are delivered for the period stated in the agreement. If the Services are delivered on a renewal or subscription basis, the Customer acknowledges that continued delivery of the Services is conditional upon the Customer's timely payment of renewal or subscription fees as stated in the Agreement.

5.3.3 The Services are delivered within the Supplier's usual opening hours and at/from a location determined by the Supplier at any given time.

5.4 PRICES AND PAYMENT

5.5 All recurring payments regarding the Services are invoiced monthly or annually by agreement, in advance of the period or renewal period.