Terms of Service

1.1 Adversus A/S, Karupvej 2D, 3.tv., 8000 Aarhus C, company reg. no. 37831247 ("Adversus") is a Danish company that provides access to a cloud-based all-in-one call center software that streamlines customer's outreach.

1.2 These terms of service (the "Terms") sets out the conditions (a) under which Adversus agrees to provide you (the "Customer") with access to the services described in Section 2 (collectively referred to as the "Services") and (b) for any use of the Services by the Customer and/or its authorized employees, affiliates, agents, and/or representatives, etc. (in the following referred to as an "Authorized User"). 

Adversus and the Customer will in the following be referred to collectively as the Parties.

General

2.1  The Services comprise of the following products and services:

1. Cloud-based software solution: Consisting of the call center software as marketed on Adversus' website (the "App").
2. Additional Services: Consisting of standard integrations with other systems, making it easier for the Customer to connect Adversus' Cloud-based software solution to stacks.
3. Integration Services: Customised integrations developed by Adversus on the Customer's request.

2.2 Adversus will provide the Services substantially in conformity with the description provided, with reasonable skill and care and in accordance with good industry practice.

2.3 Adversus is entitled to provide the Services, in whole or in part, using third party service providers and other subcontractors.

2.4 Certain elements of the Services, such as plugins or other third party services, may be subject to supplementary terms and conditions. In such case, the supplementary terms and conditions shall apply similarly between Adversus and the Customer, including, but is not limited to, obligations, warranties, indemnities, and limitations of liability. Should the supplementary terms and conditions impose limitations of liability, such limitations apply only to the extent they afford Adversus a level of protection equivalent to or greater than that stipulated in Clauses 7.2 and 7.3. Adversus' liability under this Agreement shall be back-to-back with the supplier of such third party plugins or services, hence Adversus' liability will in any event be limited to such amount or claims that Adversus effectively reclaims from said supplier. Adversus' obligations in this respect are limited to passing on claims and information to the third party supplier according to instruction from the Customer.

2.5 In the event of a direct conflict between additional terms and any provision of these Terms with respect to the Customers use of the relevant Services, the conflicting additional term shall prevail.

Access and use

2.6 Adversus grants the Customer and any Authorized User with a non-exclusive, worldwide, non-transferable, and non-sub licensable right to access and use the Services, including all modifications and/or enhancements, for internal business use.

2.7 Adversus does not warrant that the Customer's use of the Services will be uninterrupted or error-free, nor that the Services will meet the Customer's requirements. The Customer acknowledges that the Services may be subject to limitations, delays, and other problems inherent to the use of external telecommunications and network infrastructure.

2.8 The Customer remains strictly liable for any Authorized User's use of and/or access to the Services. 

Service quality and security 

2.9 Adversus will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week (the "Service Level Objectives") except for:

1. planned maintenance carried out during a maintenance window determined solely by Adversus from time to time, Adversus will give an at least one (1) week written notice before such maintenance;
2. unscheduled maintenance, provided that Adversus, if practicable, has given the Customer prior notification within reasonable time;
3. actions necessary to update the Services to ensure its security and integrity; or
4. extraordinary interruptions due to external circumstances.

Adversus shall not incur any liability for failure to fulfil said Service Level Objectives, and failure to fulfil these will not entitle the Customer to terminate in accordance with Clause 11.

2.10 Adversus will, to the best of its ability, maintain reasonable safety and backup procedures and precautions to safeguard against third party unauthorized access and loss of data. Adversus is, however, not liable for i) third party access or attempts to obtain access to the Software or data related or important to the Customer; or ii) third party monitoring or collection of traffic or data, or iii) the Customer's and/or Adversus' (including third party service providers) systems or network units resulting in breakdown or reduced operability.

2.11 In the event of any loss or damage to data, the Customer's sole and exclusive remedy against Adversus shall be for Adversus to use reasonable commercial efforts to restore the lost or damaged data from the latest backup if such backup exists.

Support

2.12 Adversus will, as part of the Services, provide the Customer with support related to functionalities in the App, e.g., the setup of telephony, journeys, campaigns, user settings etc. (i.e. everything that is happening within the App). The customer support is provided under these Terms of Service, and subject to a monthly fair use-limit of 10 hours. Any support exceeding the fair use-limit above and system functionalities outside of the App, e.g., integrations with third-party software, maintenance, creating or updating custom integrations, or guidance on custom or external solution will be provided only if agreed upon by the Parties. Such additional support will be subject to separate support terms and separate payment.

2.13 Unless explicitly agreed upon differently in a written support arrangement, the following will apply to Adversus' support services:

1. Availability: Adversus aims for consistent availability in accordance with the Service Level Objectives.
2. Channels: Support may be provided through various channels.
3. Language: Adversus strives to offer support services across a spectrum of languages. However, the predominant languages for support remain Danish and English, and on certain occasions and at Adversus' sole discretion, the provision of support might be exclusively in English.
4. Third-party support: Adversus provides support within normal business hours (Monday-Friday from 08:00-16:00). Outside regular business hours, the Customer can receive limited support from our external support partner for minor issues. More complex issues will be reviewed and addressed by Adversus within normal business hours.

Service limitations

2.14 The Customer acknowledges that the Services may be subject to limitations, delays, and other problems inherent to the use of external telecommunications and network infrastructure.

2.15 The Customer shall in using the Adversus API employ optimized programming practices to prevent an undue volume of requests within a brief timeframe, as determined at Adversus' sole discretion. Failure to adhere may result in Adversus throttling the Customer's API connections or taking further measures, including the suspension or termination of the Customer's Adversus account.

Changes to the services

2.16 Adversus is entitled to change the Services during the Term at its sole discretion.

2.17 Adversus shall be entitled to improve and update the Services at any time to e.g. fix defects, bugs, malfunctioning or errors; cure security vulnerabilities; or ensure compliance with any laws, regulations, or orders of the authorities.

 

3.1 The Customer shall not, through its use of the Services or by a third party, access, store, distribute or transmit any type of malicious software, or any other material that:

1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2. facilitates illegal activity;
3. infringes on third-parties' intellectual property rights;
4. is otherwise illegal, disrupts the Services or causes damage or injury to any person or property.

3.2 Further, the Customer is not entitled, neither independently nor through a third party, to:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means.
2. attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Services;
3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise use or make the Services available to any third party;
4. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under these Terms; or
5. perform load or penetration tests on the Service or parts thereof without Adversus' prior written consent.

3.3 The Customer shall, further, use all reasonable efforts to prevent any unauthorized access to or use of the Services, and in the event of any such unauthorized access or use, the Customer shall notify Adversus immediately.

3.4 Adversus retains the right to suspend or disable the Customer's access to the Services and / or terminate immediately, without liability or prejudice to its other rights under these Terms, should the Customer breach its obligations under these Terms or any additional terms. In the event of suspension of the Customer's access, the Customer remains obligated to pay the fees for the current term, as per Section 11.

3.5 Adversus reserves the right to collect, utilize, and disclose transactional and performance data to further its business objectives, such as software optimization and product marketing. Notwithstanding the foregoing. Adversus will handle such utilization in a manner that aims to avoid disclosing the identity of the Authorized User, confidential information, or personal data.

Compliance with license and regulatory requirements

3.6 The Customer is solely responsible for complying with all applicable laws and regulations with respect to its activities under these Terms. Adversus does not warrant that the Services will comply with regulatory requirements or enable anyone to comply with such regulatory requirements.

Fair use limit

3.7 To ensure the quality and availability of the Services, the Customer's usage is subject to a fair-use limit of 2500 minutes per user license eligible for telephony per month (the "Fair Use Limit"). This Fair Use Limit includes inbound calls and applies to all usage of the Services, regardless of the number of Authorized User on the Customer's account. The Fair Use Limit relates solely to local traffic, meaning telephony traffic within the same country (e.g. dialling Norway to Norway). In regard to international traffic (e.g. Norway to Australia), separate terms in regards to costs will apply for the telephony usage.

3.8 If the Customer exceeds the Fair Use Limit in any month, Adversus may, at our sole discretion, throttle or limit the Customer's usage, suspend the Customer's account, and/or charge the Customer additional fees.

3.9 Adversus reserves the right to monitor the Customer's usage of the Services to ensure compliance with the Fair Use Policy. Adversus may take any action which it deems appropriate, including suspension or termination of the Customer's account, if Adversus believes that the Customer has violated or may violate the Fair Use Limit in a fraudulent manner.

Numbers purchased through the services

3.10 All numbers purchased through the Services are subject to a binding and non-terminable period that extends through the current month and through an additional three (3) months, subject to Clause 11.

3.11 Adversus retain the right to change or replace existing numbers due to technical or legal reasons without any prior notification.

3.12 The Customer is required to maintain at least (1) calling line identification (the "CLI") per Authorized User in the cloud based system, as per 2.1 a). CLI activity is limited to 300 call attempts per CLI per hour.

3.13 The Customer must furnish accurate and up to date information associated with their access and usage of numbers purchased through the Services. Adversus may, if Adversus is obligated under applicable law to do so, request cooperation with information inquiries from law enforcement, regulators, or telecommunications providers. Failure to comply may lead to account suspension or termination.

3.14 Adversus may request justification for use of numbers purchased through the Services, and the Customer must provide the necessary evidence of compliance within five (5) business days Failure to provide this information within the stipulated timeframe will result in suspension of the Customer's access, see Clause 3.4. Additionally, the Customer remains obliged to pay remaining fees for the current term, and may be liable for non-compliant use of the affected numbers purchased through the Services.

3.15 Upon request, Adversus will assist the Customer with transferring their numbers to Adversus. The Customer maintains all risks and responsibilities associated with such transfer. Consequently, Adversus assumes no liability towards problems arising during this process, that being delays, ownership problems or other issues related to this transfer.

4.1 Adversus delivery of Integration Service is subject to the following specific terms in addition to any written agreement which may be entered into between the Parties. In the event of a direct conflict between these Terms and an additional agreement on Integration Services the conflicting additional agreement shall prevail.

4.2 Integration Services may be provided on the following basis:

1. Time and material whereby Adversus agree to provide the Integration Services based on the time spent, and invoiced at Adversus' applicable hourly rates, as available from time to time, and at reimbursement of other costs incurred up until delivery of the Integration Service.
2. Project-based whereby the Parties agree to project based fee in advance of the initiation of any development activities.

4.3 Integration agreement. Any Integration Services shall only be provided by Adversus to the Customer’s system as described in a separate agreement detailing the scope, objectives, functionalities, requirements, and other specifics regarding the Integration Services to be performed.

4.4 Required cooperation. The Customer shall contribute to and cooperate with Adversus in connection with the delivery of Integration Services. The Customer provides the required participation, free of charge, and will not be entitled to reimbursements, discounts, or reductions of any kind. Such participation includes providing the necessary consents and licenses for any data transfers.

4.5 Development efforts. Adversus will use commercially reasonable efforts to develop and deliver the Integration Services in accordance with the timelines, specifications, and requirements set forth in the separate agreement. No specific work hours apply.

4.6 Testing and rectification. Upon completion of the Integration Services, the Customer shall have a period of 14 days to conduct acceptance testing under conditions similar to those under which the integration will be used. If the test is passed, the Customer will notify Adversus in writing within three (3) business days. In the absence of such notification, Adversus is entitled to consider the testing successful. Should any discrepancies or defects be discovered, Adversus will use commercially reasonable efforts to correct such discrepancies or defects in a timely manner, and the testing procedure will recommence.

4.7 Intellectual property. Unless otherwise specified, Adversus shall retain all intellectual property rights in the Integration Services, granting the Customer a non-exclusive, non-transferable license to use the developed integrations solely in connection with the use of Adversus' services.

4.8 Maintenance and support. Adversus shall only provide support and maintenance services for the Integration Services as described in a separate agreement. Additional support and maintenance may be available subject to additional fees. If support or maintenance is needed due to upgrades or changes that relates to the Customers system or the system that Adversus' Services have to integrate into/up against, renumeration or assistance in this regard will be charged separately according to the pricing list available on Adversus' website for support, solution engineer or developer time (that is amended without notice from time to time).

4.9 Third-party data handling. Adversus does not endorse or assume responsibility for how third-party providers handle, protect, manage, or process the Customer's data through the custom integration. The Customer waives claims in relation to issues or damages arising from or in connection with the custom integration.

4.10 Complications and interruptions. Adversus shall bear no liability for any complications or interruptions that arise as a consequence of modifications or updates to the Customer's software or any third-party software that has been integrated, provided such modifications or updates were beyond the purview and control of Adversus at the time of the integration. The Customer hereby acknowledges their responsibility to ascertain the compatibility of such updates with the bespoke integration.

5.1 The Customer acknowledges and agrees that Adversus and its licensors' own all intellectual property rights to the Services and its components, unless otherwise is agreed in writing, including all transactional and performance data related to your use of the Service.

5.2 Except as expressly stated herein, these Terms do, therefore, not grant the Customer any rights to copyrights, trademark rights, patent rights, rights of use, design rights, domain rights, as well as all results and partial results, including but not limited to rights in knowhow, preliminary drafts, diagrams, software, coding, websites, etc. and in all subsequent changes thereto.

5.3 The Customer assigns and transfers all rights, title, and interest in and to the metadata IPR relating to the Customer's use of the Services on an ongoing basis, including but not limited to copyrights, rights protected under the Danish Marketing Practices Act, trademark rights, design rights, domain names, and specific knowhow. The transfer of IPR includes but is not limited to any comments, content, or interactions Authorized Users may submit, upload, post, or share (in the following referred to as "User Content"). The transfer grants Adversus with an exclusive, irrevocable, royalty-free, worldwide and sub-licensable right to use, modify, dispose, and to effectuate subsequent transfers of the metadata collected through the Customer's use of the Services.

5.4 The Customer is under no obligation to furnish Adversus with suggestions, enhancement requests, recommendations, comments, or other feedback related to the Services. To the extent the Customer provides any feedback to Adversus, the Customer acknowledges that:

1. Adversus is entitled to utilize such feedback for the improvement of the Services or any other related purpose;
2. all rights, title, and interest in and to such Feedback shall vest entirely with Adversus, and that all rights, title, and interests in and to the feedback, including any intellectual property rights therein, are hereby irrevocably assigned by the Customer to Adversus.
3. Adversus, its affiliates, licensees, clients, partners, third-party providers, and other authorized entities leveraging, reproducing, licensing, distributing, and commercially exploiting the Feedback in connection with the Service or any associated technologies.

5.5 In case the Services infringe third-party intellectual property rights, Adversus shall at its own choice be obliged and entitled to (i) retain proper licenses at its own choosing, (ii) change the Services in such a way that they do not infringe third-party intellectual property rights, or (iii) terminate immediately and reimburse the Customer for Fees paid in the last three (3) months. This Clause 5.5 shall be the Customer's sole and exclusive remedy against Adversus infringement of third-party intellectual property rights.

5.6 Adversus is entitled to use the Customer's name and logo for marketing purposes, e.g., as a general reference on Adversus' website, social media, and other marketing channels in accordance with any branding guidelines the Customer may provide to Adversus in advance.

6.1 Except as expressly stated in this provision, the services are provided "as is" and "as available" without any warranties or representations, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Adversus disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

6.2 Adversus warrants and represents that:

1. Adversus has full power to enter into these Terms, and to perform its obligations and that such performance will not violate any other agreement executed by it;
2. Adversus has obtained and shall maintain all approvals, licences and/or authorisations of any third party or governmental or regulatory authority that are required in order for Adversus to enter into and perform the obligations under these Terms;

7.1 Each Party is liable under the general rules of Danish law.

7.2 The aggregate liability of Adversus arising under or in connection with these Terms, whether in tort, contract, by misrepresentation, restitution or otherwise shall be limited to the lowest of (a) to the fees collected by Adversus in the six (6) months preceding the event from which the liability arose, or (b) an aggregate amount of 100.000 DKK.

7.3 Notwithstanding Clauses 7.1-7.3, Adversus is in no circumstances liable for any operational losses, loss of profit, consequential and/or punitive damages or other indirect losses, unless otherwise stated, nor for:

1. the Customer's non-compliance with regulatory requirements within the Customer's jurisdiction;
2. false, incorrect, inadequate, or insufficient data;
3. delays, delivery failures, or other loss or damage resulting from the transfer of data, over communications networks and facilities;
4. problems, delays, delivery failures or other loss or damage arising from or relating to the Customer's network infrastructure or telecommunications links;
5.  loss, destruction, alteration, or disclosure of data caused by a third party; or
6. any claim that arises from the Customer’s utilization of Integration Services, should such claims originate from an omission by a third party or any issue in a third party's software beyond Adversus' control.

8.1 Neither Party will be liable in damages for non-fulfilment of its obligations if the Party can prove that such non-fulfilment is due to circumstances beyond its control, and that the Party could not be expected, on or after conclusion of these Terms, to have foreseen, avoided, or overcome such circumstances or their consequences.

8.2 Force majeure includes (without limitation) war, civil war, riot, public restrictions, regulatory orders, import or export prohibition or other public intervention, natural disasters, vandalism, theft, failing energy supply, breakdown of communication lines, seizure of funds, industrial disputes, lockouts and strikes, disease outbreak, epidemics, pandemics or any other extraordinary event beyond the Party's reasonable control.

8.3 In the event of force majeure, the Party's obligations will be suspended until the time when the Party is again able to perform its obligations.

9.1 The Customer shall defend, indemnify and hold harmless Adversus against all third-party claims, actions, proceedings, losses, damages, fines, penalties, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services.

Fees

10.1 The Customer shall pay all fees as agreed in the contract in accordance with these Terms.

10.2 All amounts specified are, unless otherwise stated, exclusive of customs, VAT, duties, and other charges imposed by local authorities, and must, therefore, be added to payments in accordance with applicable rules.

10.3 Adversus shall annually adjust the fees in accordance with the changes in the Danish Net Price Index from October the prior year to October of the current year plus an additional 2%, applying from the beginning of the upcoming calendar year.

10.4 Any price adjustment is to take effect at the beginning of a renewal period, as defined in Section 11.1.

10.5 Adversus may, from time to time at its sole discretion, offer promotions or discounts that deviate from any listed pricing.

Payment terms 

10. 6 Fees become due on the date the Parties agree on these Terms, if the Service provided is a one-off payment; and otherwise, at the beginning of each Subscription Period or Renewal Period if the Service provided is a subscription service.

10.7 If payment has not been received by Adversus within fourteen (14) days of the due date, and without prejudice to any other rights and remedies outlined in these Terms, Adversus reserves the right to, without incurring any liability, suspend the Customer's access to all or a portion of the Services until the outstanding payment is settled. Additionally, for Services comprising telephony, Adversus may suspend such Service immediately if payment has not been made on the due date. Adversus is also in all cases entitled to charge interest in compliance with the Danish Interest Act, starting from the due date and continuing until the payment is made in full, regardless of whether it occurs before or after any legal judgment.

11.1 These Terms shall commence on the date of the Customer's acceptance of said Terms and shall remain effective until terminated by either Party or expiry of the Services. Subscription services shall remain effective for the initial period agreed upon (the "Subscription Period"). The Terms shall, thereafter, be automatically renewed for successive subscription periods similar to the initial Subscription Period ("Renewal Period"), unless either Party:

1. notifies the other Party of termination, in writing (the customer shall write at hello@adversus.io or terminate at the cost-center in the App), at least 3 months' before the end of the Subscription Period or a Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable Subscription Period or Renewal Period;
2. or terminates for breach of the Agreement in accordance with Clause 11.4 below.

11.2 The Terms for subscription services shall be non-terminable to the Customer during the Subscription Period, meaning that the Customer will have to pay the full contract value for the Subscription Period, whether (i) the Customer chooses to cease the use of the Services during the Subscription Period, or (ii) the Customer is suspended from use of the Services due to breach of these Terms as set out in Clause 11.4.

11.3 Promotions and discounts, as mentioned in Clause 10.4 above, are only applicable for the Subscription Period, and does therefore not apply to Renewal Periods.

11.4 If the Customer commits a material breach of its obligations under these Terms, Adversus is entitled to terminate and suspend access to the Services immediately. Material breach includes, but is not limited to:

1. use of the Services for illegal purposes and fraudulent actions;
2. use of the Services for acts or purposes that infringe third party rights;
3. transmission or distribution of spam (unsolicited electronic marketing) or contribution thereto;
4. propagation of viruses or other harmful code;
5. conduct contrary to good practice on the Internet determined solely by Adversus;
6. and non-payment.

11.5 Unless mandated otherwise by applicable law or stipulated differently within these Terms, Adversus shall only be required to retain all data generated by or provided by the Customer in connection with the use of the Services for a period of up to 120 days from the date of cessation of the Services. Upon the expiration of the 120-day retention period, all of the Customer's data will be deleted from Adversus' systems.

12. 1 Processing of personal data under these Terms on behalf of the Customer will be subject to Adversus' data processing agreement, by which the Parties acknowledge that the Customer is the data controller and Adversus is the data processor.

12.2 Clause 13.1 does not apply in relation to data for which Adversus is to be considered as the data controller, and all processing of personal data in this relation will be subject to the Adversus' privacy policy.

13.1 All information received by a Party about the other Party in connection with (i) the negotiation and conclusion of these Terms or (ii) the use or provision of the Services must be treated as confidential before and after conclusion and termination, and may not be used other than as provided in these Terms or disclosed to any third party, for whatever purpose, without the other Party's consent, unless the information:

1. is intended to be presented to other Parties;
2. is or becomes available to the public other than as a result of disclosure contrary to this obligation;
3. is positively demonstrated to have been received by a Party from a third party who is lawfully in possession of and entitled to disclose the information;
4. is sufficiently anonymized or aggregated information related to the Customer, shared by Adversus for the purposes of, e.g., delivering or enhancing the Services, developing new services, and statistics;
5. by the provisions of these Terms is allowed and/or intended to be disclosed to a third party or is required to be disclosed in order for the Party to comply with current legislation or other rules and regulations (including but not limited to any disclosure obligations imposed by a stock exchange), or to satisfy a specific court order; or
6. is disclosed to the Party's accountant, legal advisor or others who are required by law to keep the information confidential.

13.2 The Parties are strictly liable for their representatives, agents, and employees' compliance with the duty of confidentiality laid down in these Terms.

13.3 A Party's breach of its obligations may be restrained by an injunction or other interim remedies.

14.1 The rights provided under the Terms are only granted to the Customer, and shall, therefore, not be considered as granted to any subsidiary or holding company of the Customer, unless otherwise is agreed in writing between the Parties.

14.2 The Customer may not assign its rights or obligations under this Terms in whole or in part to any third party without the prior written consent of Adversus, unless the assignment is part of an overall assignment of that Party's business or part of such business to a company in the same group as that Party, a wholly-owned subsidiary, parent company or sister company.

14.3 Adversus may assign its rights or obligations under these Terms in whole or in part to any third party without the prior written consent of the Customer.

15.1 These Terms constitutes the entire Terms between the Parties. References to the Terms or any provision herein include the appendices and sub-appendices which constitute an integral part of the Terms. In case of any discrepancy between the appendices and the Terms, the Terms shall prevail, unless otherwise is stated.

15.2 If any of the provisions in these Terms are held invalid or contrary to mandatory law, to any subsequent changes to the law or to regulatory requirements, the other provisions of the Terms should not be deemed invalid or terminated and the Parties agree to make such amendments to the Terms which are necessary or appropriate and which do not distort the legal balance between the Parties as expressed in the Terms.

16. 1 Unless otherwise stated, agreements between the Parties may only be amended through written agreement between the Parties.

16.2 Adversus retains the right to amend, update and modify these Terms and the Services from time to time, and the Customer will be subject to the Terms in force at the time of the Customer's use of the Services. In the event Adversus determines it is necessary to make a material amendment to these Terms, the Customer will be notified of such change with a three month's written notice to the end of a Subscription Period or a Renewal Period. The Customer's continued use of the Services after amendments to these Terms constitutes a binding acceptance of such changes.

17.1 Any dispute or disagreement arising directly or indirectly out of this Agreement or its interpretation is to be settled by the district court of Aarhus in accordance with Danish law, excluding Danish conflicts of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).