General Terms and Conditions
The following GENERAL TERMS AND CONDITIONS govern the relationship between the Customer, specified in Special Terms, and Infare Solutions A/S as the service provider (hereinafter the “Service Provider”) regarding the Service Provider’s provision to the Customer of access to an online service application with a web-based user interface (hereinafter “INFARE”) and/or data feed (e.g. via FTP) that contains information relating to prices and certain other data on airfares (hereinafter the “Data”) collected from different online booking sites or similar (hereinafter the “Service”).
1.Grant and Terms of License
1.1. Subject to the terms of the Agreement, Service Provider grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited, and revocable right and license: to access and use the Service until termination or expiry of this right under this Agreement; and to store, process, reformat, reproduce, make available and/or distribute Data from the Service only within the company of the Customer, and solely for Customer’s internal business purposes (hereafter the “License”).
1.2. This License is granted for the Initial Term (as set forth in the Special Terms). During this period, the License and Agreement cannot be terminated by either party, except if it is terminated pursuant to Section 10. After this Initial Term, the License and Agreement will automatically renew for the successive terms indicated in the Special Terms, unless either party gives written notice of termination per terms indicated in Special Terms.
2.Access to Service
2.1. The Customer is licensed to access the Service via the internet address(es) indicated in the Subscription Form. From time to time, Service Provider may add, delete, or alter data, design, navigation, or other content related to the Service depending on its operational requirements or may change the form in which or the means by which the Service is accessed by the Customer (in particular to make changes in the maintenance hours and user identification procedures). Improvements may be charged re. clause 4.2. Per industry good practice, the Service Provider will use reasonable efforts to provide Customer with advance written notice (e.g., via email, message in the customer portal, etc.) of such changes.
2.2. The Customer shall, at its own expense, arrange for any Customer side installation, operation, and maintenance of such telecommunication lines, equipment, and software as are necessary to enable the Customer to access Service. Service Provider shall not be responsible for any failure or inability to perform its obligations hereunder to the extent caused by Customer equipment or software.
2.3. Each party undertakes to comply with all regulations, conditions or restrictions laid down from time to time by any statute, telecommunications provider and/or regulatory authority in connection with access to, use, storage, and transmission of and dealing with Service.
3. The Customer’s Use of Service
3.1. For the purposes of this Agreement, the expression “use” means to use, store, process, reformat, reproduce, make available and/or distribute the information (which in this Section 3 includes any data so processed) in any way or form (including, but not limited to, by means of teleprinter, data feed, screen-based services, historical database services, graphics services or any other means), on a real-time or delayed basis within and among employees of the Customer.
3.2. The Customer shall not directly or indirectly: make available, disclose, display, distribute, license, rent or sell, or authorise any third party to make available, disclose, display, distribute, license, rent or sell any Data to any third party, including as part of a hosted application or service bureau. Except as indicated in Licence, Customer shall not permit any user of the Service to download, extract, copy or otherwise reproduce all or any substantial part of the Data and place such Data into a secondary database.
3.3. The Customer may process Data with or without other information for the purpose of creating and distributing new original works. Such new original works are the sole property of the Customer provided that the information or underlying Data is not at a later stage extracted and presented in its original form.
3.4. The Customer may allow employees of the Customer to use Service provided that the Customer guarantees that all users recognise that the Service Provider holds all intellectual property rights to Service and that Data can be used for the Customer’s internal use only. Customer shall use commercially reasonable legal, organisational, physical, administrative, and technical measures and security procedures to safeguard and ensure the security of Service and to protect the Service from unauthorised access, disclosure, duplication, use, modification or loss. Customer shall promptly notify Service Provider if Customer becomes aware of any breach of the permitted use or any other unauthorised use or copying of any Data or information from Service.
3.5. The Service Provider may suspend or terminate access to its Service if the Service Provider has reason to believe that the Service is not being used in compliance with this Agreement.
3.6. The Customer guarantees that INFARE and Data will not be used for any illegal purposes or purposes that are not set forth in this Agreement.
3.7. Only the Customer and employees of the Customer may use the Service without prior permission of the Service Provider. The Customer guarantees that all employees of the Customer will comply with all duties and obligations under this Agreement.
3.8. The Customer may include Data in both internal and external communications subject in the case of external communications to written prior approval by the Service Provider.
3.9. Any rights not expressly granted to Customer hereunder are reserved by Service Provider.
4. Invoicing and Payment
4.1. The Customer shall pay to the Service Provider the charges and fees as detailed in the Subscription Form, plus any applicable taxes (e.g., sales taxes). If any deduction or withholding is required by law, the Customer shall pay the required amount to the relevant governmental authority, provide Service Provider with an official receipt or certified copy or other documentation acceptable to Service Provider evidencing the payment, and pay to Service Provider in addition such amount as is necessary to ensure the net amount actually received by Service Provider equals the full amount Service Provider would have received had no such deduction or withholding been required.
4.2. The Service Provider may propose changes to charges and fees on short notice, for example, to reduce fees or introduce alternative fee structures.
4.3. The Service Provider will calculate used transactions on a monthly basis. Additional transactions exceeding the monthly minimum (if any) will be invoiced after each month. For the avoidance of doubt, the unused minimum monthly transaction volume shall not be transferred to subsequent months.
4.4. The Customer shall make payment of all fees, charges, and other sums due to the Service Provider within the term indicated in Special Terms of the date of delivery of each invoice issued by the Service Provider. The Service Provider reserves the right to charge interest on overdue payments at the rate indicated in the Special Terms, calculated daily from the due date of payment until such amount is fully paid. If the Customer’s account is thirty (30) days or more overdue, Service Provider reserves the right to suspend the Service, without obligation or liability to the Customer by reason of such suspension, until such overdue amount (including interest thereon) is fully paid.
4.5. All payments due to the Service Provider hereunder shall be made in the currency as agreed between parties in the Special Terms at the Service Provider‘s address or to such other address as the Service Provider shall specify in writing from time to time.
4.6. Fees under the Subscription Form are automatically adjusted upwards as it is indicated in the Subscription Form. Should the Service Provider raise fees by more percent than is indicated in the Subscription Form, the Service Provider shall notify the Customer at least ninety (90) days prior to the fee adjustment date. In that case, the Customer has the right to renegotiate the entire Agreement. If Customer (after having received notice of an increase in fees with more percentage than indicated in the Subscription Form) wants to exercise this right, Customer must inform Service Provider in writing no later than thirty (30) days after Customer has received such information from Service Provider.
5. The Customer’s Warranty and Indemnity
5.1. The Customer acknowledges that the use of and interpretation of Data requires special skills and knowledge of the market for airfares. The Customer warrants having such skill and knowledge and undertakes at all times to exercise its own judgement in the use of Service and with respect to any information available or obtained from Service. The Customer shall be solely responsible for any opinions, recommendations, forecasts, or other comments made or actions taken by the Customer, or any other party based in whole or in part on Data and/or information from Service. Service Provider does not assume any responsibility with respect to Customer’s use of Data or any information from Service.
5.2. The Customer will indemnify the Service Provider against all liabilities, damages, awards, losses, costs and expenses (including reasonable legal and other fees and disbursements) resulting from or imposed upon Service Provider in connection with claim, suit, action or proceeding to the extent arising out of or relating to: i) improper or unauthorised access to or use of Service by the Customer, ii) infringement of any third party proprietary rights by Customer used product in which the Data from Service are incorporated.
5.3. Where the Service Provider intends to rely upon this indemnity, the Service Provider shall promptly notify the Customer in writing (not later than with 30 days after becoming aware of it) of any such actions, claims, demands, proceedings, liabilities or expenses and the Customer shall have control of the settlement and defence of any action to which this indemnity relates. The Service Provider shall co-operate with the Customer to facilitate any such defence. The Customer will not consent to the entry of any judgment or enter into any settlement with respect to a claim without the Service Provider’s prior written consent unless the judgment or proposed settlement involves only the payment of monetary damages by the Customer and does not impose injunctive or other equitable relief upon or otherwise adversely affect the Service Provider. The Service Provider may also, at its own cost, participate, through its attorneys or otherwise, in such investigation, trial and defence of such claim and any appeal arising therefrom.
6. The Service Provider‘s Warranty and Indemnity
6.1. The Service Provider will use reasonable efforts to ensure the accuracy, reliability and continuity of Service and to correct at the Service Provider‘s expense any errors or omissions as soon as reasonably practical to the extent it is within the Service Provider‘s reasonable control and ability to do so.
6.2. Subject to clause 7.1, the Service Provider represents warrants that:
- (a) It has the power and authority to enter and perform its obligations under this Agreement; and
Accordingly, the Service Provider does not warrant that:
- (b) The Data or information to be included in Service can be collected from all websites, as these websites are not under the control of the Service Provider and as such, may be altered or made inaccessible temporarily or permanently to the Service Provider, and
- (c) The Service Provider has the necessary rights to collect and process the Data or information to be included in Service, as the legal position in this area is not resolved.
6.3. Subject to clauses 6.2 and 7.4, the Service Provider will indemnify the Customer against all liabilities, damages, awards, losses, costs and expenses (including reasonable legal and other fees and disbursements) resulting from or imposed upon the Customer in connection with a third-party claim, suit, action or proceeding to the extent arising out of or relating to a claim for infringement of third party intellectual property rights by Customer’s use of INFARE application pursuant to the terms of this Agreement.
6.4. Where the Customer intends to rely upon this indemnity, the Customer shall promptly notify the Service Provider (not later than 30 days after becoming aware of it) in writing of any actions, claims, demands, proceedings, liabilities or expenses and the Service Provider shall have control of the settlement and defence of any action to which this indemnity relates. The Customer shall cooperate with the Service Provider to facilitate any such defence. The Service Provider will not consent to the entry of any judgment or enter into any settlement with respect to a claim without the Customer’s prior written consent unless the judgment or proposed settlement involves only the payment of monetary damages by the Service Provider and does not impose injunctive or other equitable relief upon or otherwise adversely affect the Customer. The Customer may also, at its own cost, participate, through its attorneys or otherwise, in such investigation, trial and defence of such claim and any appeal arising therefrom.
6.5. If Customer’s use of Service results (or in Service provider’s opinion is likely to result) in an infringement claim, Service Provider may either: (a) substitute allegedly infringing portion of INFARE with similar, without reducing INFARE overall functionality; (b) procure for Customer the right to continue using INFARE, or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Customer the pro-rata amount of any prepaid, unused fees for the applicable Service. The foregoing obligation of the Service Provider will not apply to the extent the applicable claim is attributable to any use of INFARE in non-conformity with this Agreement. This section sets forth the Customer’s sole remedy and the Service Provider’s sole liability with respect to any third-party claim of intellectual property infringement.
7. Disclaimer of Warranty; Limitation of Liability
7.1. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATING TO ITS PERFORMANCE UNDER THIS AGREEMENT OR THE SERVICE AND DATA MADE AVAILABLE HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, SUITABILITY, ORIGINALITY, COMPLETENESS OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR RESULTS TO BE DERIVED FROM THE USE OF SERVICE, NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION. ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED. THE CUSTOMER ACKNOWLEDGES THAT THE UNDERLYING DATA IS COLLECTED ON TRAVEL/AIRLINE BOOKING SITES, AND ON TRAVEL/AIRLINE APIS, GDS AND SIMILAR MECHANISMS AND THAT THE SERVICE PROVIDER DOES NOT ALTER THE CONTENTS OF THIS DATA. THE DATA IS PROVIDED FOR INFORMATION PURPOSES ONLY, NOT TO PROVIDE ANY SPECIFIC OFFER, RECOMMENDATION OR OPINION AND IS PROVIDED “AS IS”. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE PARTIES EACH ACKNOWLEDGE THAT NO REPRESENTATION OR WARRANTY IS BEING MADE WITH RESPECT TO WHETHER WEB-SCRAPING OR GATHERING DATA OR OTHER INFORMATION FROM THE INTERNET COMPLIES WITH APPLICABLE LAW OR VIOLATES EN USER LICENSES OR OTHER CONTRACTUAL OBLIGATIONS OF EITHER PARTY. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE SERVICE PROVIDER SHALL NOT BE LIABLE FOR THE CONTENTS OF THE DATA, OR THE ALTERATION OF THE DATA DUE TO SYSTEM ERROTS, SOFTWARE MALFUNCTIONS, OR SIMILAR.
7.2. The Service Provider shall not be liable for any interruptions, faults, interference (including hacking), delays, omissions, or errors of any kind in access to Service or for any resulting loss or damage, unless such loss or damage is the result of service Provider’s wilful misconduct or gross negligence.
7.3. Neither Party shall be liable to the other for any special, indirect, incidental, consequential, exemplary or punitive damages however caused and under any theory of liability, including but not limited to contract or tort (including products liability, strict liability or negligence) arising under or in connection with this Agreement, including but not limited to loss of opportunity, lost profits, loss of contract, revenue or savings, or loss of or damage to, and restitution of, records or data even if such party has been advised, knew or should have known, of the possibility of such damages.
7.4. In no event Service Provider’s aggregate liability to the Customer (for damages or liability of any type) arising out of or relating to this Agreement shall exceed the amount of fees actually paid by Customer to Service Provider within twelve (12) month period preceding the event giving rise to the claim. The existence of more than one claim in relation to the Service shall not enlarge or extend this limit.
7.5. The limitations in clauses 7.3 and 7.4 do not apply to the liability or either party for death or personal injury caused by the negligence of that party, or for fraudulent misrepresentation.
7.6. This Section 7 shall apply to the fullest extent permitted by applicable law.
8. Access to Customer’s Website
Service Provider’s Services are based on “give-to-get” principle – Customer is entitled to receive Service Provider’s Services (and Data) only and to extend it shares its own same data with Service Provider in the same detailed and qualitative manner.
8.1. The Customer acknowledges that the Service Provider without cost to the Service Provider, has the right to free and uninhibited access to the Customer’s website/ internet booking engine (IBE) (and/or alternative website equal data source provided by the Customer to Service Provider, e.g. API, NDC API, etc.) for the purpose of extracting data on airfares and related information (and breakdown of these incl. taxes, ancillary fees, fare base, scheduling information, fare availability, and etc.), hereinafter referred to as “Customer data”. Customer’s data extracted from alternative data source shall be the same as on Customer’s website/IBE in terms of data richness, availability and components (i.e. the same data feed parameters shall be available, included but not limited to, fare basis, fare family, leg fares, fare breakdown, and other related information, e.g. tax, service fees, etc.), data quantity (e.g. the same number of flight combinations shall be returned, etc.) and data accuracy (data shall be the same on website/IBE and alternative source) as if data is accessed by any website/IBE user. In case access to alternative Customer data source referred herein is subject to additional fees to Service Provider, the Customer shall be responsible for such Service Provider’s costs. In case Customer refers Service Provider to alternative Customer data source that is not available to Service Provider, Customer shall be responsible for negotiating set-up of Service Provider’s access to such source. From time to time, Service Provider has the right to perform dual searches to compare data richness, quality and accuracy parameters on the Customer’s website/IBE and alternative data source (if any). In case dual searches show discrepancies in data on a website and alternative data source, Service Provider shall have the right to extract Customer data from the Customer website/IBE with written advanced notice to the Customer and continue to do so until the data discrepancies between the website/IBE and the alternative data source are solved by the Customer. In case an alternative Customer data source becomes permanently unavailable to Service Provider for any reason, Service Provider shall have the right to extract Customer data from the Customer website/IBE with written advanced notice to the Customer, and Customer shall have the right to provide Service Provider with access to another alternative website equal Customer data source. Notwithstanding anything herein, Customer acknowledges that Service Provider may access and collect Customer data, including search parameters via supplementary sources, such as GDS API (e.g., Amadeus API or alternative products, Sabre API, ITA/Google API, Travelport API, Travelsky API, etc.), OTAs, TSEs and/or similar.
8.2. In the event that Customer and/or the Customer’s IT department restrict Service Provider’s access as indicated in clause 8.1 above, Customer will rectify this at its earliest opportunity. Should the Customer in any way prohibit or restrict the Service Provider’s access to the Customer’s website/IBE (and/or alternative data source) and Customer data and does not remedy this within a reasonable time (in five (5) business days after it receives written notice from Service Provider), the Service Provider has the right without prior written notice to Customer and effective immediately to take corrective measures, including, but not limited to i) suspend Customer’s access to INFARE, ii) leave out Customer data from Service and do not deliver Customer data to Customer, or iii) leave out any of airfare data and do not deliver this data to Customer. In any such event Service Provider shall not be liable or in any way be held responsible for any negative effects, including, but not limited to, suspension of Customer’s access to INFARE, errors in data and breach of agreed service levels, related to the restriction of the Service Provider’s access and the Customer is not entitled to a refund of any fees in the event that data for any period of time is incomplete or missing completely.
8.3. The Customer acknowledges that any Customer data (whether collected through the website/IBE and/or any alternative and/or supplementary data source) may be hosted and used by the Service Provider for the Service Provider’s services in general.
9. Intellectual Property Rights
9.1. The Customer acknowledges that the Service Provider is the owner of all intellectual property rights to INFARE (including copyrights, source codes, patents, trademarks, designs, trade secrets, know-how and other proprietary rights of whatever kind or nature) and the format in which the Data is supplied to the Customer, and all rights not expressly granted to Customer hereunder are reserved by Service Provider. The Data and information contained within the Service are licensed, not sold. As between the parties, Service Provider retains exclusive ownership of Data. Except for the limited License expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the INFARE and/or Data. Service Provider shall be entitled to use any data (including, but not limited to, usage and operations data in connection with the Customer’s use of the Service, including query logs and metadata (e.g., object definitions and properties) derived from the provision of the Services in aggregated, aliased, or anonymous form, for analysis, machine learning and the improvement of Service Provider’s products and services. If Customer gives Service Provider feedback regarding improvement or operation of Service, Service Provider may use the feedback without restrictions or obligation of any kind.
9.2. The Customer will, at the Service Provider’s request, do all such further reasonable acts, deeds and things and execute all such further documents, deeds, and instruments, both during the term of this Agreement and thereafter, necessary for the protection and enforcement of the Service Provider’s intellectual property rights.
9.3. Nothing in this Agreement permits the Customer to make use of any trademarks from INFARE beyond such use as occurs through the ordinary use of INFARE in accordance with the terms of this Agreement.
9.4. Notwithstanding anything on the contrary herein, during the term of this Agreement, either party may identify the other party as its customer or service provider, as the case may be, and use the other party’s name and logo in connection with proposals (e.g. brochures, presentations, etc.) to prospective customers or otherwise refer to the other party in print or electronic (including video) form for marketing purposes (e.g. in webinars, white papers, newsletters, etc.). Each party has the right to revoke the consent, given as per this clause 4, with written notice to the other party.
10.1. The Agreement and /or the License may be terminated immediately or on the date specified in written notice by the party not at fault if any of the following events shall occur:
- 10.1.1. If the other party commits any material breach of the terms or conditions of this Agreement and fails to remedy such breach (insofar as such breach is capable of remedy) within thirty (30) days after receiving written notice from the party not at fault requiring it to do so; or
- 10.1.2. If the other party shall present a petition for its winding up, or enters into compulsory or voluntary liquidation (other than for the purpose of a bona-fide reconstruction or amalgamation), or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed to be unable to pay its debts, or shall cease to carry on business; or
- 10.1.3. If the other party becomes the subject of a winding-up petition which is not discharged within forty-five (45) days after the said filing if a receiver is appointed who is not discharged within forty-five (45) days after appointment, or if execution is levied on any of its goods and such execution is not discharged within forty-five (45) days.
10.2. Service Provider may terminate this Agreement in whole or in part at any time, without incurring any financial obligation or other liability, with immediate effect, and without prior notification, if any of the necessary permissions and/or other rights held by the Service Provider for the collection and distribution of the Data as part of this Agreement are withdrawn prematurely or not renewed, or if there occurs any change in applicable law or regulation (or interpretation thereof) that, in Service Provider’s sole discretion, impairs Service Provider’s ability to permissibly collect or distribute the Data for use as contemplated under this Agreement. The Customer shall promptly take such steps with regard to Service in their possession as may be reasonably required by the Service Provider in order to fulfil any obligations owed by the Service Provider to such third parties.
10.3. This Agreement may be suspended or, at Service Provider’s option, terminated immediately without liability in the event that the Customer is listed on any sanction regimes of the United Kingdom, European Union, or United States of America’s regulatory authorities.
10.4. In the event that Customer terminates this Agreement pursuant to clause 10.1, or Service Provider terminates this Agreement in whole pursuant to clause 10.2, Customer shall be entitled to receive a pro-rata refund of advance payments made by the Customer to Service Provider. Except as otherwise set forth herein, Customer shall not have a right of refund of any fees paid hereunder upon termination or partial termination of this Agreement.
10.5. Termination shall be without prejudice to the rights of either party at the date of termination with respect to any antecedent breach or otherwise and to any provisions which impose continuing or subsequent obligations.
10.6. The Customer shall not be entitled to any compensation (whether for loss of agency rights, goodwill or otherwise) as a result of termination of the right to use Service for any cause whatsoever. In the event of termination of the right to use Service for any reason, the Service Provider shall be relieved forthwith of any obligation to deliver to the Customer any further use of INFARE and the Customer shall have the non-exclusive non-transferable right to continue distributing in perpetuity Data from INFARE acquired during the term of the Agreement in accordance with and subject to the provisions of the Agreement.
11.1. Each party acknowledges that information of a confidential nature relating to the business of the other may be disclosed to it under this Agreement. Each party undertakes to hold such information in confidence and not, without the written consent of the other, disclose it to any third party nor use it for any purpose other than in the performance of this Agreement.
11.2. This obligation does not apply to confidential information which:
- (a) at the time of disclosure is already in the public domain,
- (b) has not been identified as confidential and which no reasonable person would assume is confidential,
- (c) after disclosure becomes generally available to third parties other than by breach of this Agreement by the recipient,
- (d) is or becomes rightfully known to either party without restriction from another source,
- (e) is required to be disclosed by order of legal or regulatory authorities.
12.1. Neither party shall be liable for any delay or failure to meet its obligations (other than a payment obligation) under the Agreement due to any cause outside its reasonable control and which is neither an intentional act nor an act of gross negligence by either party, including but not limited to, war, riot, civil commotion, strike, lockout or any other industrial action, an act of God, storm, fire, earthquake, flood, disruption of communication systems, disruption of data feeds, electrical failure or action of government. If such circumstances continue for more than fourteen (14) days, either party may terminate this Agreement immediately on written notice to the other party.
12.2. The parties warrant that they comply with all laws in the jurisdiction in which each of them operates concerning bribery, corruption, fraud and any other prohibited business practices. This obligation encompasses, in any case, the prohibition of unlawful payments or the granting of other unlawful benefits to public officials, business partners, their employees, family members or other partners and the prohibition of facilitation payments to public officials and other persons. The contracting parties shall assist each other in measures to prevent corruption and, in particular, inform each other without delay if they have specific knowledge or suspicion of corruption cases which are in a reasonable relation to this agreement or its performance.
12.3. If any part or term of provision of this Agreement be held illegal or unenforceable, the validity or enforceability of the remainder of the Agreement shall not be affected unless removal of the invalidated provision renders the other provision impossible to implement or inconsistent with the intent of the parties. It is further agreed that in the event of any provision being held illegal or unenforceable, such a provision shall be replaced by a mutually acceptable provision which, being legal and enforceable, comes closest to the intention of the parties so as to benefit the parties or party, affected by the invalid, or unenforceable provision.
12.4. All notices required or permitted to be given under this Agreement shall be in English and in writing or such electronic means as are agreed between the parties and shall be sent by letter, email, or delivered by hand to the registered office address or such other address as the receiving party may from time to time designate. The parties agree that Contact persons, indicated in Special Terms, shall be entitled to solve daily matters arising in the execution of this Agreement however, all notices related to claims in regards to a material breach, renewal, non-renewal, or termination of the Agreement shall be exchanged between authorised signatories of this Agreement. A party shall be obliged to immediately notify the other party of any changes in its address (including email address), telephone numbers and contact persons indicated in the Special Terms. Either party which fails to comply with the afore-mentioned requirement shall not be entitled to bring claims or replies against the other party that the obligations of the latter performed according to the most recent available details of the other party do not meet the requirements of this Agreement or that the notices sent according to such details have not been received.
12.5. This Agreement shall be binding upon and endure to the benefit of the Service Provider and the Customer and their respective successors and permitted assigns. This Agreement may not be assigned by the Customer without the prior written consent of the Service Provider, such consent not to be unreasonably withheld, conditioned or delayed.
12.6. The failure of either party at any time to enforce any provision of the Agreement shall in no way affect its right thereafter to require complete performance by the other party, nor shall the waiver of any breach of any provision be taken or be held to be a waiver of any subsequent breach of any provision or be a waiver of the provision itself. Any waiver to be effective must be in writing.
12.7. The Customer in performing this Agreement is acting as an independent contractor and not as an employee or agent of the Service Provider. The Customer shall not assume any obligation of any kind, whether express or implied, on behalf of the Service Provider or bind or commit the Service Provider in any way.
12.8. This Agreement (including any exhibits or amendments) is the complete and exclusive statement of the Agreement between the parties and supersedes all prior agreements, oral or written, and all other communications between the parties concerning the subject matter of the Agreement. Each party acknowledges that no reliance is placed on any representation made but not embodied in the Agreement.
12.9. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.
12.10. The clause headings of this Agreement are for convenience of reference only and do not form a part of the Agreement and do not in any way modify, interpret or construe the intentions of the parties.
12.11. The provisions of clauses 3, 5, 7, 8, 9, 11, 12, 13 and 14 shall survive termination of the present Agreement or any portion thereof. In addition, Section 6 shall survive for 2 years following expiration or termination of this Agreement.
12.12. This Agreement or any amendments thereof may be executed by means of an electronic signature or a comparable electronic procedure. The parties agree that the electronic signature shall not be denied concerning the legal effect and its admissibility as evidence in legal proceedings because of its electronic form or its missing for qualified electronic signatures.
13. Governing Law
13.1. This Agreement shall be governed and construed in accordance with the laws of Denmark. Any disputes arising out of or in connection with this Agreement shall be settled with Voldgiftsinstituttet (The Danish Institute of Arbitration) in Copenhagen as first instance.
13.2. The parties exclude the application of United Nations Convention on Contracts for International Sale of Goods (CISG) to this Agreement.
14. Personal Data
14.1. Notwithstanding any other provision of this Agreement, in exercising its rights and performing its obligations under this Agreement the Parties shall, to the extent necessary, at all times comply with all applicable Personal Data Protection laws and regulations established in their respective country and shall not do or omit to do anything which has the effect of placing the other Party in breach of any such laws or regulations. Each Party is responsible for the security of the received personal data and must ensure its protection by using the appropriate technical and organisational measures.
This policy was last updated on the 11th of May, 2023.