Appendix 1 - General terms and conditions

General

These general terms and conditions apply between Orbit Online A/S and the Customer.

The Agreement constitutes the placed order, these terms and Appendix 2 (Data Processing Agreement), which exhaustively regulates the total services to be provided by Orbit to the Customer, including the Customer's access to and use of Orbit, maintenance and support (hereinafter the "Service")

Ownership and rights

Orbit and Orbit's subcontractors own the Service and hold and acquire all rights in and to the Service, including copyright, patent, design, database and trademark rights and any other intellectual property rights that exist at the time of the signature of the Agreement or may arise as part of the fulfilment of the Agreement.

The Customer's infringement of Orbit's or third parties' intellectual property rights to the Service is considered a material breach of contract and grounds for cancellation.

Customer's right of use

During the term of the Agreement and subject to the Customer's compliance with the Agreement, including payment of the agreed remuneration, the Customer is granted a limited, non-exclusive, revocable and non-transferable right to access and use the Service in accordance with the purpose and functionality of the Service.

The Customer is only entitled to allow the number of employees to use the Service for which the Customer has acquired a license.

In addition to the Customer's employees' use in connection with the Customer's business, the Customer shall only be entitled to allow third parties to use the Service, documentation or data for their own or the Customer's purposes and only after prior written authorisation from Orbit.

Limitations in right of use

The Customer is not entitled to:

1. circumvent access and copy protection, distribute, sell, publish, sublicense, rent, lease, lend, alter, modify or reconfigure the Service.
2. to recreate, disassemble or decompile the Service, including by reverse engineering, or otherwise attempt to examine, tamper with and/or obtain or recreate all or part of the source code, the structural framework, the principles on which the Service is based and/or the content of the Service, unless otherwise expressly permitted by mandatory law.

The Customer's breach of the provisions in this clause shall be deemed to be a material breach and shall be grounds for cancellation.

Orbit's commitments

Orbit skal stille Tjenesten til rådighed for Kunden i overensstemmelse med Aftalen.

Orbit assumes no obligations or liability in relation to interoperability, integrations or delivery of upgrades and new versions, telecommunication line failures and matters not under Orbit's full control. All obligations, risks and costs related thereto are the responsibility of the Customer.

Customer obligations

The Customer shall ensure that all technical requirements and other prerequisites for the Customer's use of the Service are met and the Customer shall bear all costs in this regard.

Upon request, the Customer shall assist Orbit and its subcontractors with documentation regarding Orbit's provision of the Service, including in connection with troubleshooting and verification of the Customer's compliance with the Agreement.

The Customer is responsible for the Customer's employees' access to and use of the Service and compliance with the Agreement and applicable law.

Service goals

Orbit assumes no responsibility for the fulfilment of specific service levels, but aims to meet a service level for availability on 99.5%. The Service is considered available when it is possible for the Customer to use the Service on working days between 8 a.m. to 5 p.m. and the lack of availability is not due to circumstances for which Orbit is not responsible. The Customer shall not be entitled to any penalty or other remedy for breach of contract in the event of Orbit's failure to fulfil service targets.

Maintenance and support

Orbit handles general maintenance and support of the Service, including through the use of third-party suppliers.

Contact details for support, updates and other matters relating to the operation and provision of the Service are set out in the Service Order.

Information provided by the Customer or otherwise obtained as part of support provided by Orbit or Orbit's subcontractors shall be authorised to be used by Orbit and its sub-contractors for business purposes, including in relation to support and development of the Service.

Orbit may, at Orbit's sole discretion, decide to implement upgrades, new versions or corrections to the Service at any time.

Orbit is entitled to fully or partially interrupt access to the Service with at least a twelve (12) hour written notice where this is necessary to carry out maintenance or support tasks.

Orbit is entitled to discontinue access to the Service without notice where this is due to urgent circumstances, including unauthorised use of the Service or rectification of significant errors and security updates.

Maintenance shall, as far as possible, be carried out outside normal working hours (Monday to Friday, 8 a.m. to 5 p.m.) and with the least possible inconvenience to the Customer.

Orbit shall provide general support of the Service to the Customer online. Support shall be available during normal business hours and all incidents shall be resolved on a best effort basis within normal business hours.

Pricing and payment

The Customer shall pay the remuneration agreed between the Parties.

All prices are stated in Danish kroner (DKK) and are exclusive of VAT, taxes and duties.

The Customer shall bear its own costs in connection with the implementation, integration and use of the Service.

The subscription fee is billed on a monthly basis in advance.

Payment is due thirty (30) days from the invoice date.

Fees paid are not refundable.

If the Customer fails to make adequate payment in due time, Orbit shall be entitled to interest in accordance with the rules of the Danish Interest Act.

Orbit shall at any time be entitled to fully or partially adjust the prices applicable under the Agreement. Price increases shall be announced with at least two (2) months' written notice and the Customer shall, in the event that the total annual price adjustments entail an increase of more than 20 % of the Customer's total remuneration in the relevant contract year and notwithstanding the notice period in "Term and termination" be entitled to terminate the Agreement at the time when the price increase takes effect.

Rights to data

The Customer exclusively owns data that the Customer shares or stores in connection with the Customer's specific use of the Service. However, Orbit is subject to compliance with applicable regulations entitled to use, store, copy, modify, compile and otherwise utilise:

1. Customer's product data in Orbit's efforts to fulfil the Agreement, including improving the product data and increasing data quality,
2. Data relating to the Customer's use of the Service, including the Customer's use of functionality, errors and other technical data; and
3. Statistical data.

Orbit acquires and retains a permanent and irrevocable right to use, store, copy, modify, compile and otherwise utilise data generated by Orbit.

Personal data

In the relationship between the Customer and Orbit, the Customer is the data controller and Orbit is the data processor. Orbit and the Customer have entered into a data processing agreement (hereinafter the "Data Processing Agreement"), which regulates Orbit's processing of the Customer's data, which constitutes personal data. The Data Processing Agreement is set out in Appendix 2 (Data Processing Agreement).

Changes made

Orbit is entitled to make changes to the Service on an ongoing basis, including in its structure and functionality.

Orbit is thus entitled at any time to remove functionality from or add functionality to the Service or otherwise change the delivered Service without this implying any other right for the Customer to terminate the Agreement than what otherwise follows from the Agreement

Liability and limitation of liability

The parties are liable in accordance with the general rules of Danish law with the changes that follow from this clause and clause "Disclaimers".

Neither Party shall be liable to the other Party or any third party for any indirect damages or losses, including, without limitation, damages for loss of profits, loss of business, loss or corruption of data (including personal data) or its recovery, product liability or personal injury arising out of the use of or inability to use the Service.

The above limitations apply regardless of whether such damage or loss is caused by acts or omissions committed by or attributable to Orbit as negligent (but excluding gross negligence and wilful misconduct).

Orbit's total liability under the Agreement (regardless of the basis for such liability) shall not exceed the total remuneration paid by the Customer to Orbit in the twelve (12) month period preceding the time when the event giving rise to the claim first occurred.

Disclaimers

The Service is provided by Orbit "as is" and Orbit does not guarantee the availability and functionality of the Service, however, Orbit shall provide the Service on a best-effort basis in all material respects in accordance with the service levels and quality standards set out in the Agreement.

Orbit disclaims any warranty, whether statutory, express or implied to the fullest extent permitted by applicable law.

Indemnification

Customer shall immediately notify Orbit in writing in the event that Customer becomes aware of

1. any breach or alleged breach of the Agreement,
2. (ethvany claim or alleged claim of infringement of any third party rights related to the Service or Customer's use of the Service and/or
3. any violation of applicable law in connection with Customer's use of the Service.

The Customer shall indemnify Orbit from and against any claims, damages and losses relating to the Customer's use of the Service to the extent that such claims, damages or losses are a result of the Customer's breach of the Agreement, applicable law and/or of third party intellectual property rights.

Orbit shall indemnify the Customer from and against any claims, damages and losses arising from the Supplier's provision of the Service to the extent that such claims, damages or losses are due to Orbit's infringement of third party intellectual property rights.

Trial period

The Customer may, by separate agreement with Orbit, test the Service during a trial period, which will be of a duration of fourteen (14) days. The Service is provided "as is" during the trial period, without any warranties of any kind, either express or implied.

Orbit shall not be liable for any damages, losses or liabilities of any kind incurred by the Customer arising out of or in connection with the use of or inability to access the Service. Orbit shall not be liable for any interruptions, errors or defects in the Service during the trial period.

Term and termination

The Agreement shall enter into force on the date of execution of the Agreement by the Parties and shall remain in force until terminated in accordance with this clause.

This Agreement may be cancelled by either Party by giving not less than three (3) months' written notice to expire at the end of a twelve (12) month contract period. The Agreement may thus be terminated with effect twelve 12) months after the Agreement's entry into force at the earliest and thereafter to the expiry of each subsequent twelve (12) month contract period.

This Agreement may be cancelled by either Party in the event of a material breach of the Agreement by the other Party and provided that such breach has not been remedied within thirty (30) days after the Party has specified the breach in writing to the defaulting Party.

The Customer is not entitled to a refund of any consideration paid if the Agreement is terminated due to the Customer's breach of the Agreement.

Force majeure

Neither Party shall be liable to the other Party for any failure or delay in the performance of its obligations under the Agreement (other than obligations relating to the payment of remuneration) resulting from events beyond its reasonable control, including disaster, fire, flood, earthquake, acts of war (whether or not war has been declared), terrorism or a labour dispute, interruption or failure of the internet or other network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing, provided that the Party:

1. notify the other Party in writing within a reasonable time of the nature and extent of the circumstances and likely effects; and
2. take all reasonable steps to mitigate the effects of the circumstances in order to reduce or avoid adverse effects on the other Party.

Confidentiality

Each party to this Agreement acknowledges that in the performance of this Agreement, each party (as receiving party) will receive or otherwise become aware of Confidential Information from the other party (as disclosing party). Confidential Information of a Disclosing Party shall be the sole property of the Disclosing Party.

Each party undertakes to keep confidential information received from the other party strictly confidential and to take all reasonable steps to protect the security and confidentiality of confidential information received from the other party and to avoid unauthorised disclosure and use of confidential information and to prevent it from becoming publicly available or coming into the possession of unauthorised third parties.

Each party shall immediately notify the other party in writing of any disclosure, misuse or misappropriation of the other party's confidential information of which the party becomes aware.

Notwithstanding the above, a Party may disclose Confidential Information to third parties

1. if and to the extent that such information is demonstrably publicly available through no fault of the disclosing Party;
2. if and to the extent required by mandatory law or ordered by a court or other public authority in connection with legal proceedings; or
3. if and to the extent that the information was already known or becomes known to the receiving Party from a third party other than by breach of confidentiality.

Marketing

The Parties are not entitled to use the other Party's name, trademarks or other distinguishing marks without prior written authorisation. Orbit is, however, entitled to use the Customer's name, trademark and distinguishing marks as a reference in connection with marketing of the Service.

Assignment

Neither Party shall be entitled to assign the Agreement or transfer any rights or obligations under the Agreement (or any part thereof) without the express written authorisation of the other Party, which shall not be unreasonably withheld.

However, the Parties may assign the Agreement in whole or in part to the extent that such assignment is part of a transaction, reorganisation, divestiture, merger, acquisition or similar involving the Party in question.

Choice of law and jurisdiction

The Agreement shall be governed by and construed in accordance with Danish law, with the exception of conflict of law rules that may lead to the application of the law of another country.

Each Party may seek resolution of disputes in the ordinary Danish courts. Legal proceedings shall in the first instance be brought before the Copenhagen City Court.

Notwithstanding the above, each Party is entitled to secure enforcement of rights, including filing for a preliminary injunction and/or preservation of evidence, in other courts.