General Terms and Conditions FirstAgenda A/S

1          USE

1.1       The terms apply to all FirstAgenda supplies, e.g. supply of solutions, software, services, hotline, technical assistance and equipment, regardless of whether the supply is to be operationally exe-cuted at the Customer, the Customer's business partner or at a business partner chosen by FirstAgenda.

2          RIGHTS

2.1       FirstAgenda has all intellectual property rights for software and solutions developed by FirstAgenda, business concepts and similar, as well as written material, including documentation, user manuals, and training material prepared by FirstAgenda. This applies to both current and fu-ture versions of the above.

3          TRANSFER

3.1       FirstAgenda shall give consent to any transfer of rights and obligations under the Agreement be-tween the Customer and FirstAgenda.

4          SUBCONTRACTORS

4.1       FirstAgenda reserves the right to use subcontractors and external consultants to meet its obliga-tions.

5          THIRD-PARTY SUPPLIES

5.1       For third-party supplies, there may be special conditions to be observed. At disagreement the terms for third-party supplies in every respect come before the provisions of the General Terms and Conditions for First Agenda. This applies, among other things, with regard to the limitation of the right of use, liability, termination and price regulation.

6          PRICES AND TERMS OF PAYMENT

6.1       Changes in currency exchange rates, insurance, net price index and price adjustments from third-party providers have the effect that FirstAgenda may adjust the prices so that the conditions for FirstAgenda are unchanged. Moreover, FirstAgenda has the right to change the composition, con-tent and prices on products and subscriptions by e-mail notice or by postings on its websites.

6.2       The invoicing period and payment date are shown by each subscription type. Unless otherwise expressly agreed or appearing from the subscription Agreement, the Customer is invoiced monthly in advance.

6.3       At entering into a subscription agreement, the Customer automatically allows FirstAgenda to continuously deduct the subscription amount by means of the Customer's card. If use is made of additional services or extended functionalities, it shall at the same time be accepted that these additional services and extended functionalities are paid separately.

6.4       By deducting the amount from the Customer's card in connection with subscription renewal and/or supplementary services, an invoice for the purchase will be sent to the Customer's email.

6.5       Replacement/deletion of payment card

6.5.1    The Customer may at any time replace or delete his/her payment card.

6.6       Credit card payment

6.6.1    We accept the following payment cards: Dankort, Visa, MasterCard and American Express.

7          REMEDIES FOR BREACH OF AGREEMENT

7.1       The remedies for non-performance may be invoked up to 24 months after the supply, after which complaints can no longer be submitted.

7.2       Within 3 months after receipt of a written complaint, FirstAgenda is at any time entitled to un-dertake remedial action free of charge.

7.3       A pro rata reduction of the price shall only be granted at significant shortcomings, which FirstAgenda chooses not to remedy.

8          COMPENSATION

8.1       FirstAgenda is only obliged to compensate for losses, which are resulting from a significant short-coming of the Solution or other significant non-compliance from the part of FirstAgenda and which are covered by FirstAgenda’s IT liability insurance.

8.2       FirstAgenda’s liability to compensate includes only the Customer’s direct loss, whereas indirect losses and consequential damages, including consequential losses, increased operating expenses, lost savings, lost profit or expenses in connection with loss of data, are not compensated. Loss of data is considered indirect loss.

8.3       FirstAgenda’s total liability to compensate for ongoing services may under no circumstances ex-ceed an amount equal to the total payment of the ongoing service and until the occurrence of the liable event, however, with a maximum of 12 months’ payment from the Customer.

9          PRODUCT LIABILITY

9.1       FirstAgenda is responsible for product damage caused by the FirstAgenda supplies.

9.2       However, FirstAgenda is not responsible for indirect losses and consequential damages, including consequential losses, increased operating expenses, lost savings, lost profit or expenses in con-nection with loss of data and damage inflicted to real property or to movables.

9.3       FirstAgenda’s responsibility in connection with product damage is furthermore subject to the monetary limit specified in item 8.

10        FORCE MAJEURE

10.1     The Parties' obligations under the Agreement are delayed by force majeure, meaning conditions that are outside the control of FirstAgenda, including, but not limited to, war, riots, terrorism, revolt, strike, fire, natural disasters, currency restrictions, import or export restrictions, disruption of normal traffic, cuts or failure in energy supply, public data systems and communication systems, prolonged illness of key personnel, viruses, cyber terror, hacker attacks as well as the occurrence of force majeure with subcontractors, and which the Parties at the entry of the Agreement could not have considered.

10.2     Conditions at FirstAgenda’s subcontractors, which have the result that FirstAgenda is unable to meet its obligations towards the Customer, and which cannot be overcome without excessive costs for FirstAgenda, shall also be considered as force majeure.

11        CONFIDENTIALITY AND REFERENCES

11.1     FirstAgenda’s staff adheres to unconditional secrecy with regard to information relating to the Customer's circumstances and adequately imposes the corresponding obligations to subcontractors and others, who assist FirstAgenda in the supply.

11.2                 The Customer shall be imposed equivalent obligations as regards information about the supply, including information about the contractual conditions.

11.3     FirstAgenda is entitled to use the Customer as a reference when this takes place in general terms and without obligations for the Customer.

12        TERMINATION

12.1     Agreements for ongoing services may be terminated by the Customer in writing with 3 months’ notice, and by FirstAgenda in writing with 6 months' notice, unless otherwise agreed.

12.2     After the termination of the Agreement the provisions, which by their nature must apply, such as item 9, shall remain.

13        DISPUTES

13.1     Applicable law

13.1.1  The Agreement is subject to Danish law, and any disputes shall be settled in Denmark according to Danish rules by arbitration in accordance with the "Rules of Arbitration Procedure of the Danish Arbitration Institute".

13.2     Negotiation

In the event of a dispute between the Parties in connection with the Agreement, the Parties shall, with a positive, cooperative and responsible attitude, seek to initiate negotiations with a view to resolving the dispute. If necessary, the negotiations shall be lifted to a high level in the Parties’ organisations.

13.3     Mediation

If the Parties cannot reach a settlement by negotiation, an attempt shall be made to resolve the dispute by mediation with a mediator jointly designated by the Parties.

If the mediation ends without having settled the dispute, the dispute shall be finally settled by arbitration in accordance with the provisions of item 13.4.

13.4     Disputes

Disputes shall be settled by arbitration in accordance with the "Rules of Arbitration Procedure of the Danish Arbitration Institute".

The arbitral tribunal shall be appointed by the Arbitration Institute in accordance with the "Rules of Arbitration Procedure of the Danish Arbitration Institute". When the dispute is to be settled by three arbitrators, the plaintiff may in his/her statement of claim make suggestions to his/her ar-bitrator. The respondent may in his/her response make suggestions to his/her arbitrator. The third arbitrator, who is the presiding arbitrator, is suggested by the Danish Institute of Arbitra-tion, unless the Parties, before the expiration of the time limit for the respondent's reply, in unison propose a President.

The place of arbitration is the municipality of registration of FirstAgenda.