Subscription Terms

1. Preamble

1.1 These subscription terms (the “Subscription Terms”) apply to the access to and use of the software-based solution by any customer (the “Customer”) to whom Pinksky ApS, CVR no. 46452135, C/O Studio 1-2, Teglvænget 29, 7400 Herning (the “Company”), makes the solution available under a software subscription licence, unless otherwise expressly agreed in writing.

1.2 The Company and the Customer are each referred to individually as a “Party” and together as the “Parties”.

1.3 The Company’s terms and conditions shall prevail over any terms and conditions of the Customer.

2. Definitions

2.1 In these Subscription Terms, terms which are defined in this manner (“Definition”) shall have the meaning assigned to them, unless the context expressly requires otherwise. Terms defined in the singular may also be used in the plural with the same meaning, unless otherwise expressly stated.

2.1.1 “Additional Services” means support, user support, assistance, advice, setup or other services which are not included in the Subscription.

2.1.2 “Agreement” means the entire contractual basis between the Company and the Customer concerning the Customer’s access to and use of the Service.

2.1.3 “Service” means the software-based solution developed by the Company to which the Customer is granted access under the Agreement, as well as technical support to the extent provided for in these Subscription Terms or the Agreement.

2.1.4 “Subscription” means the Customer’s ongoing right to use the Service during the subscription period within the agreed User Count and in accordance with the Agreement.

2.1.5 “Trial Period” means any initial period during which the Customer is granted access to the Service on separately agreed terms before transition to the paid subscription period.

2.1.6 “Usage Data” has the meaning as set out in clause 13.1.

2.1.7 “Users” means any natural person authorised by the Customer to use the Service on behalf of the Customer.

2.1.8 “User Count” means the number of Users for whom the Customer is entitled to use the Service under the Agreement.

3. The Agreement

3.1 The Agreement between the Company and the Customer may be entered into by the Customer accepting an offer from the Company in writing, by the Customer ordering the Service, or by the Company making the Service available to the Customer upon the Customer’s request.

3.2 The Customer’s acceptance of the Subscription Terms applies to the Customer’s access to and use of the Service, including both any Trial Period and any subsequent paid subscription period. The Subscription Terms therefore only need to be accepted once, unless otherwise agreed.

3.3 The Agreement shall set out, where relevant, the content of the Subscription, the price, the subscription period, the User Count, any Trial Period and any special terms for the Customer’s access to and use of the Service.

3.4 The Subscription shall be charged in accordance with the price, User Count and payment terms set out in the Agreement. Additional Services shall be charged on a time-spent basis in accordance with the Company’s hourly rates applicable from time to time, unless otherwise expressly agreed.

3.5 If, during the provision of Additional Services, it becomes apparent that the underlying assumptions have changed materially, or that the total fee may reasonably be expected to exceed a previously provided estimate or budget, the Company shall inform the Customer thereof as early as possible. In that connection, the Parties shall discuss any adjustments to the content, priorities or financial framework.

4. The Service

4.1 The Company makes the Service available to the Customer as a software licence. The Subscription grants the Customer a time-limited, non-exclusive, non-transferable and non-sublicensable right to use the Service during the subscription period and solely in accordance with the Agreement.

4.2 The Service is installed and used in the Customer’s own IT environment and on the Customer’s existing systems. The Company does not operate the Customer’s other IT environment or provide hardware, third-party software, Microsoft licences or other third-party services, unless expressly agreed.

4.3 The Service only covers the agreed User Count. The Customer may not grant more Users access to the Service than the User Count set out in the Agreement, unless otherwise agreed in writing with the Company.

4.4 Technical support in relation to breakdowns, errors in the Service and other technical matters attributable to the Service or the Company is included in the Subscription without separate payment. Technical support is provided during the Company’s ordinary business hours. No separate response times, service levels or uptime guarantees shall apply, unless this is expressly stated in the Agreement.

4.5 Other support, including user support, advice, assistance with the Customer’s own systems, assistance exceeding customary onboarding, or support requirements not caused by errors in the Service, is not included in the Subscription and shall be provided as an Additional Service against payment on a time-spent basis in accordance with the Company’s hourly rates applicable from time to time, unless otherwise agreed in writing.

4.6 The Customer acknowledges that the Service functions as an integration with Microsoft products and services. The functionality of the Service therefore depends on the necessary features, access rights, permissions, APIs and other technical prerequisites being available from Microsoft and within the Customer’s Microsoft environment. The Company shall not be liable for any changes, restrictions, errors, breakdowns, discontinuations or lack of availability relating to Microsoft or the Customer’s Microsoft environment which cause the functionality of the Service to be wholly or partly restricted, reduced or discontinued.

5. Payment Terms

5.1 All prices stated by the Company are in Danish kroner (DKK) and exclusive of VAT.

5.2 As a general rule, the Company shall invoice the Subscription in advance of each subscription period, unless otherwise agreed between the Parties. Additional Services shall, as a general rule, be invoiced monthly in arrears.

5.3 The payment term is net 14 days, unless otherwise agreed in writing between the Parties.

5.4 The Company shall be entitled to adjust the price of the Subscription by giving 30 days’ written notice effective from the end of a subscription period. If the Customer does not accept the price adjustment, the Customer shall be entitled to terminate the Agreement with effect from the date on which the price adjustment takes effect.

5.5 In the event of non-payment after the due date, provided that such non-payment is not attributable to the Company, interest shall accrue at a rate of 2% per commenced month from the due date until payment is made.

5.6 If the Customer fails to make payment when due, the Company shall be entitled to suspend the Customer’s access to the Service and withhold Additional Services until payment has been made or other adequate security has been provided.

6. Delivery

6.1 Delivery time

6.1.1 The Service shall be deemed delivered when the Trial Period commences. The Trial Period commences upon the first interaction through Outlook.

6.1.2 Times for establishing access, activation or onboarding stated by the Company are indicative only. A time shall be binding only if expressly stated in the Agreement.

6.2 Customer review and notice of defects

6.2.1 The Customer shall, without undue delay after access to the Service has been established, carry out a reasonable review to verify whether the Service substantially functions as agreed.

6.2.2 If the Customer identifies any errors or defects in the Service and wishes to rely on such alleged errors and defects against the Company, the Customer shall notify the Company thereof in writing without undue delay after the time when the error or defect was discovered or ought to have been discovered.

6.2.3 If the Customer fails to give notice as required, the Customer shall forfeit its right to make any claim in respect of the relevant errors or defects. In all circumstances, the Customer shall be barred from making any claim in respect of errors or defects if notice is given more than 6 months after delivery of the Service.

7. Liability and Limitation of Liability

7.1 The Service is made available as a standardised software-based solution. The Company does not warrant that the Service will at all times be free from errors, defects, interruptions or operational disruptions, or that the Service can be used without interruptions or downtime.

7.2 Errors, breakdowns, operational disruptions and other technical matters attributable to the Service or the Company shall be handled by the Company as part of the technical support, maintenance, error correction and ongoing development of the Service. Any corrections may be implemented by updates, error corrections, new versions or other technical adjustments to the Service.

7.3 The Customer shall not be entitled to any price reduction, damages, termination for cause or other compensation as a result of errors, breakdowns, operational disruptions, lack of availability or other technical matters relating to the Service, unless otherwise required by mandatory law or the relevant matter is caused by the Company’s gross negligence or wilful misconduct.

7.4 The Company’s aggregate liability under the Agreement, whether arising in contract or tort, shall be limited to an amount corresponding to the fee exclusive of VAT paid by the Customer to the Company for the Subscription during the 12 months preceding the event giving rise to the claim. For claims arising during the Trial Period where the Customer has not paid any fee, the Customer shall not be entitled to damages, a proportionate price reduction or any other compensation, unless otherwise required by mandatory law.

7.5 Except as set out in this clause 7, the Company shall not be liable for any loss of revenue, goodwill or profit, loss arising from business interruption, reputational damage or any other indirect loss.

7.6 The Company shall not be liable for any errors, defects, breakdowns, operational disruptions, lack of functionality or lack of availability relating to the Service to the extent that the relevant matter is caused by circumstances attributable to the Customer, the Customer’s IT or Microsoft environment, Microsoft or other third-party suppliers, the Customer’s failure to install or use relevant updates, or the Customer’s use of the Service in breach of the Agreement or the Company’s instructions.

8. Subscription Period, Termination and Expiry

8.1 The Subscription shall enter into force from the time when the Service is put into use by the Customer.

8.2 Unless otherwise agreed, the Subscription shall continue until terminated by either Party by giving 30 days’ written notice expiring at the end of a subscription period.

8.3 If the Customer has access to the Service during a Trial Period, the Trial Period shall expire at the end of the agreed period, unless the Parties agree that the Customer shall transition to a paid subscription period.

8.4 Upon cessation of the Agreement, irrespective of the reason, the Customer’s right to use the Service shall cease.

8.5 In the event of the Customer’s material breach, including material payment default, the Company shall be entitled to terminate the Agreement for cause with immediate effect.

9. Force Majeure

9.1 The Company shall not be liable to the Customer for circumstances beyond the Company’s reasonable control which the Company could not reasonably have been expected to take into account when entering into the Agreement and could not reasonably have avoided or overcome.

9.2 Force majeure shall include, but not be limited to, epidemics, hyperinflation, lightning strikes, floods, natural disasters, absence of or delay in obtaining governmental approvals, governmental intervention, acts of war, fire, armed conflict, terrorism, riots, work stoppages, strikes and lockouts, including strikes and lockouts among the Company’s own employees, operational disruptions, transport difficulties, or other failures by third parties, including a supplier’s insolvency, shortage of goods, non-delivery or the like.

9.3 In the event of force majeure, the Company may, without liability, suspend or postpone delivery of the Service or terminate the Agreement in whole or in part if the force majeure event permanently or to a material extent prevents the Company’s delivery. Notice thereof shall be given to the Customer without undue delay.

10. Product Liability

10.1 The Company shall be liable for damage caused by the Service delivered by the Company only to the extent that such damage is due to the Company’s gross negligence and the Company’s liability cannot validly be excluded.

10.2 If the Company is held liable towards a third party for damage under product liability rules, the Customer shall indemnify the Company against any liability imposed on the Company that exceeds the Company’s liability under this clause 10.

11. Intellectual Property Rights

11.1 All intellectual property rights, including copyright, in the Service and in the material prepared by the Company as part of the delivery, maintenance, development or support of the Service, including documentation, code, models, templates, analyses, descriptions, further developments and other materials, shall belong to the Company.

11.2 The Customer obtains only the right of use to the Service set out in clause 4.1. The right of use may only be exercised for the Customer’s internal business purposes during the subscription period and in accordance with the Agreement.

11.3 The Customer’s own data, materials and intellectual property rights, including the Customer’s trade secrets and third-party rights lawfully made available by the Customer, shall remain the property of the Customer or their respective owners. The Customer grants the Company a non-exclusive, non-transferable licence to use such materials to the extent necessary for the provision of the Service under the Agreement.

11.4 The Customer may not copy, modify, further develop, decompile, reverse engineer, attempt to circumvent licence keys or technical restrictions, lease, lend, resell, sublicense or otherwise make the Service available to any third party.

12. Personal Data

12.1 If the Customer discloses personal data to the Company in connection with the provision of the Service, the Customer shall be the data controller and the Company shall be the data processor. In such case, the Parties shall enter into a data processing agreement. The Customer shall be responsible towards third parties for the processing of personal data in accordance with the General Data Protection Regulation.

13. Use of Usage Data

13.1 As part of the provision, operation, troubleshooting, maintenance, security and development of the Service, the Company may process technical information and information concerning the Customer’s and the Users’ use of the Service, including information on features used, frequency of use, error and security logs, and overall interaction patterns (“Usage Data”).

13.2 The Company may use aggregated or anonymised Usage Data for analysis, statistics, product improvement, development and optimisation of the Service, as well as for the planning and prioritisation of the Company’s product-related and commercial initiatives, provided that such data cannot be attributed to identifiable Users or other identifiable natural persons.

13.3 The Company may use Usage Data at Customer level to analyse the Customer’s use of the Service, including for the purposes of support, user adoption, product improvement and dialogue with the Customer concerning the Customer’s use of the Service, provided that the Usage Data does not include, or is not used to analyse, the individual behaviour of identifiable Users.

14. Compliance

14.1 The Company shall organise and provide the Service with due regard to the laws, executive orders, standards and guidelines issued by authorities, supervisory bodies and relevant industry organisations applicable to the Company.

14.2 If such rules require the Company to change the manner in which it provides the Service, including its methods, processes or documentation, the Company may make the necessary adjustments. Material changes shall be discussed with the Customer, and the work resulting therefrom shall be charged in accordance with the Agreement.

14.3 The Customer shall be responsible for ensuring that its use of the Service is lawful and complies with the rules specifically applicable to the Customer.

14.4 The Customer is responsible for keeping itself informed of changes in legislation, standards and other requirements that particularly concern the Customer’s industry, products or services, and for informing the Company of circumstances that may be relevant to the design or performance of the Service, unless the Parties have expressly agreed otherwise.

15. Insurance

15.1 The Company maintains commercial general liability insurance which, having regard to the Company’s size and line of business, is considered customary. The insurance covers the Company’s liability to the extent that the Company may incur liability under Danish law in connection with the provision of the Service.

15.2 The Company’s insurance coverage does not include the Customer’s own systems or data. The Customer itself bears the risk relating to its IT systems and data and shall ensure a level of protection as well as insurance and backup arrangements that are adequate and appropriate in light of the nature of the circumstances and the Customer’s business.

16. Assignment

16.1 Neither Party may assign its rights or obligations under the Agreement to any third party unless the other Party has given its prior written consent.

17. Confidentiality

17.1 A Party may not, without the consent of the other Party, disclose to any third party information concerning the other Party’s business affairs, technical matters or other internal affairs of which the Party becomes aware in connection with the Agreement and which is not already publicly available. Such information shall be treated as confidential (“Confidential Information”) and may only be used to the extent necessary for the performance of the Agreement.

17.2 Confidential Information may be shared internally within the receiving Party and with group companies, advisers, subcontractors and other persons assisting with the performance of the Agreement, provided that such persons keep the information confidential.

17.3 If a Party is required to disclose Confidential Information by law, court order or order of a governmental authority, such information may be disclosed to the extent necessary. Where legally and practically possible, the other Party shall be informed in advance.

17.4 The confidentiality obligation shall apply during the term of the Agreement and for 5 years after its termination, irrespective of the reason for such termination.

17.5 The Company may refer to the Customer as a reference in neutral terms, for example in a general customer list, unless the Customer has requested otherwise in writing. Any other use of the Customer’s name, logo or business identifiers in marketing shall require the Customer’s prior written consent.

18. Amendments

18.1 Amendments to the Agreement may only be made in writing, unless otherwise provided by these Subscription Terms.

18.2 The Customer undertakes to notify the Company if the Customer becomes subject to bankruptcy proceedings, restructuring proceedings or other insolvency proceedings, or enters into voluntary liquidation. In such event, the Company shall be entitled to terminate the Agreement for cause with immediate effect.

18.3 Notwithstanding clause 18.1, the Company shall be entitled to make ongoing updates, improvements and minor changes to the Service as part of its ordinary development and maintenance, provided that the overall functionality of the Service is not materially impaired.

18.4 The Company shall be entitled to change the content, features, packages and pricing models of the Subscription by giving written notice, with such changes taking effect at the end of a subscription period. Changes which do not materially impair the Customer’s access to the core functionality of the Service may, however, be implemented as part of the ordinary development, maintenance and operation of the Service. If a material change is detrimental to the Customer, the Customer shall be entitled to terminate the Agreement with effect from the date on which the change enters into force.

18.5 The Company may make updates, error corrections and new versions of the Service available on an ongoing basis. The Customer is responsible for installing or accepting such updates within a reasonable time if this is necessary for the functionality, security or continued support of the Service. The Company shall not be liable for errors, security risks or operational disruptions caused by the Customer’s failure to install or use relevant updates.

19. Effect of Invalid Provisions

19.1 Should any provision of the Agreement be found to be contrary to mandatory law or otherwise unenforceable, this shall not affect the remainder of the Agreement, which shall remain valid between the Parties. The provision in question shall instead, to the extent possible, be applied in a manner that reflects the Parties’ original intention behind the provision.

20. Governing Law and Venue

20.1 The Agreement and any dispute or claim arising out of or in connection with the Agreement, including any dispute regarding the existence, validity, interpretation, performance, breach or termination of these Subscription Terms, shall be governed by Danish law, excluding any conflict of law rules that would lead to the application of the laws of another jurisdiction.

20.2 Any dispute arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction of the Danish courts. Proceedings shall be brought before the District Court of Herning as the court of first instance.

21. Entry into Force

21.1 These Subscription Terms shall enter into force on 19 August 2026 and shall apply to Agreements entered into on or after that date.