Terms and Conditions

Effective July 1, 2020

Previous version 1.0

The purpose of the Agreement is to provide cloud-based printing services from the Provider to the Customer.

The following documents:

Terms and Conditions (“Terms”)
Privacy Policy
Service Level Agreement (“SLA”)
Data Processing Agreement (“DPA”)
Acceptable Use Policy

constitute the entire agreement between the Parties (“Agreement”) in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the Parties in respect of that subject matter.

The Agreement may be changed in accordance with contract law.

The Agreement applies to all Services, including professional services, provided by the Provider and all use of the Services and professional services by the Customer.

All contracts that the Provider may enter into from time to time for the provision of Services and related services shall be governed by the Agreement.

All contracts that the Provider may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer’s express written acceptance of these Terms and Conditions before providing any such services to the Customer.

1. Definitions

1.1 Except to the extent expressly provided otherwise in the Agreement, “Account” means an account enabling a physical person related to Customer to access and use the Services, including both administrator accounts and user accounts;

“Affiliate” means any separate legal entity that Controls Customer totally or partially or is controlled by Customer totally or partially;

“Agreement” means the abovementioned documents, Terms and Conditions, Privacy Policy, Service Level Agreement, Data Processing Agreement, Acceptable Use Policy and any changes from time to time as agreed between the Parties;

“Business Day” means any weekday other than a bank or public holiday in Denmark; see https://www.officeholidays.com/countries/denmark/

“Business Hours” means the hours of 09:00 to 17:00 Central European Time (CET) on a Business Day;

“Control” means the legal power to control (directly or indirectly) an entity;

“Customer” means any legal entity who is Party to the Agreement;

“Confidential Information” means any data or proprietary information of the Customer that is not generally known to the public or has not yet been revealed, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:

  1. any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
  2. any concepts, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications, software programs, source code, object code, flow charts, and databases;
  3. any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the Customer’s past, present or future business activities, or those of its Affiliates;
  4. trade secrets; plans for products or services, and customer or supplier lists;
  5. any other information that should reasonably be recognized as Confidential Information by the Customer.

Confidential Information shall exclude information that

  1. is already in the public domain at the time of disclosure by the Customer to the Provider or thereafter enters the public domain without any breach of the terms of the Agreement;
  2. was already known by the Provider before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure);
  3. is subsequently communicated to the Provider without any obligation of confidence from a third party who is in lawful possession thereof and under no obligation of confidence to the Customer;
  4. becomes publicly available by other means than a breach of the confidentiality obligations by the Provider (not through fault or failure to act by the Provider);
  5. is or has been developed independently by employees, consultants or agents of the Provider (proved by reasonable means) without violation of the terms of the Agreement or reference or access to any Confidential Information pertaining to the Customer; or
  6. is in aggregated or anonymized form.

“Documentation” means the documentation for the Services produced by the Provider and delivered or made available by the Provider to the Customer on the web page of the Provider;

“Effective Date” means the point in time, when the Customer having agreed to the Agreement has completed the onboarding process on the Providers website creating an account (tenant). Section 9 does not take effect until after the trial period has ended.

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of a Party and that effectively hinders the performance of a Party under the Agreement. A Force Majeure Event includes, but is not limited to, failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, pandemics and (civil) wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights. Intellectual Property Rights include all copyrights, patents, trademarks, and trade secrets owned or controlled by the Parties in accordance with the full application of the laws governing the Parties at the Effective Date;

“Maintenance Services” means the general maintenance of the Platform and Services, and application Updates and Upgrades;

“Party” means the Customer or the Provider depending on the context of the Agreement;

“Parties” means the Customer and the Provider.

“Platform” means the platform managed by the Provider at the relevant URL, currently printix.net, and used by the Provider to provide the Services, including the application and client software for the Services, the system and server software used to provide the Services, and the computer hardware on which that application, database, system and server software is installed;

“Provider” means Printix.net Aps, a company incorporated in Denmark (registration number 36086416) having its registered office at Hoerkaer 20, 2730 Herlev, Denmark;

“Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under the Agreement;

“Site” means a website operated by Printix.net Aps, including www.printix.net, as well as all other websites that the Provider operates.

“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Services, but shall not include the provision of training services;

“Supported Web Browser” means the current release from time to time of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;

“Update” means a hotfix, patch or minor version update to any Platform software; and

“Upgrade” means a major version upgrade of any Platform software.

“Written notice” can be in the form of a letter or an email.

2. Set Up Services

2.1 Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by the Provider shall be the exclusive property of the Provider.

3. Services

3.1 The Platform will automatically generate an Account for the Customer on the Effective Date and will provide to the Customer login details for that Account.

3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive license to use the Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.

3.3 The license granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations: a) the Services may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer; b) the Services may only be used by the named users defined in the Platform, providing that the Customer may change, add or remove a designated named user and c) the Services must not be used at any point in time by more than the number of concurrent users specified in the administration panel, providing that the Customer may add or remove concurrent user licenses in accordance with.

3.4 Except to the extent expressly permitted in the Agreement or required by law on a non-excludable basis, the license granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions: a) the Customer must not sub-license its right to access and use the Services; b) the Customer must not permit any unauthorized person to access or use the Services; c) the Customer must not republish or redistribute any content or material from the Services; and

3.5 The Customer shall use reasonable endeavors, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorized person can gain access to the Services using an administrator Account.

3.6 The Customer must comply with the Acceptable Use Policy and must ensure that all persons using the Services with the authority of the Customer or by means of an administrator Account comply with Acceptable Use Policy.

3.7 The Customer must not use the Services in any way that causes, or may cause, damage to the Services or Platform or impairment of the availability or accessibility of the Services.

3.8 The Customer must not use the Services: a) in any way that is unlawful, illegal, fraudulent or harmful; or b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.9 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

3.10 The Provider may suspend the provision of the Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Services on this basis.

4. Maintenance Services

4.1 The Provider shall provide the Maintenance Services to the Customer during the Term.

4.2 The Provider shall provide the Maintenance Services with reasonable skill and care.

4.3 The Provider shall provide the Maintenance Services in accordance with the Service Level Agreement ( https://www.printix.net/sla)

4.4 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

5. Support Services

5.1 The Provider will, at no additional charge, provide applicable standard customer support for the Services to Customer as detailed on the applicable Site and Documentation, and upgraded support, if purchased.

5.2 The Provider shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a comparable IT service provider in the Provider’s area of business.

5.3 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6. No assignment of Intellectual Property Rights

6.1 Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

7. Charges

7.1 The Customer shall pay the Charges to the Provider in accordance with the Agreement.

7.2 All amounts stated in or in relation to the Agreement are, unless stated otherwise on the invoice, exclusive of any applicable value added taxes, charges, duties and the like, which will be added to those amounts and payable by the Customer to the Provider.

If applicable, VAT is assigned according to EU law for EU customers. Non-EU customers will be invoiced exclusive of VAT on condition that valid company information is provided. If valid company information is not provided, then Provider will add VAT.

7.3 The Provider may elect to vary any element of the Charges.

8. Non-disclosure

8.1 The Provider agrees to use the Confidential Information solely in connection with purposes contemplated in this Agreement and not to use it for any other purpose without the prior written consent of the Customer.

8.2 Provider will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purpose.

8.3 The Provider shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information.

8.4 All Confidential Information disclosed under the Agreement shall be and remain under the property of the Customer and nothing contained in the Agreement shall be construed as granting or conferring any rights to such Confidential Information on the Provider.

8.5 The Provider shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under the Agreement, upon the earlier of (i) the termination of the Agreement; (ii) or at the time the Customer may request it to the Provider.

8.6 Notwithstanding the foregoing, the Provider may retain such of its documents as required to comply with mandatory law, provided that such Confidentiality Information or copies thereof shall be subject to an indefinite confidentiality obligation.  

8.7 In the event that the Provider is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Customer of the terms of such disclosure and will collaborate to the extent practicable with the Customer in order to comply with the order and preserve the confidentiality of the Confidential Information.

8.8 The Provider shall immediately notify upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Customer may wish to take to prevent, stop or obtain compensation for such a breach or threatened breach.

8.9 The Customer is not under any obligation under the Agreement to disclose any Confidential Information it chooses not to disclose.

9. Subscription Plans, Billing and Payments

9.1 Active Users
Billing is based on Active Usage during a billing period. An active user is any user that logged into Printix (client and admin interface) at least once during the monthly billing cycle. When a user is registered as active in any given month, Printix counts this as “use of service”.

9.2 Business Plans
The monthly business payment plan is a postpaid variable pricing based on the number of active users registered in the preceding month. The Customer can request to adjust to an annual plan at any time.

The annual business payment plan is prepaid for the expected number of active users over a 12-month period.

With annual business subscriptions, the Customer pays for the expected consumption of so-called user credits, establishing a credit balance i.e. number of users x 12 months = initial credit balance. Subscription renewal takes place on an annual basis, or before should the Customers’ credit balance fall below zero at the end of any given monthly period during the year. Reconciliation of users takes place upon on renewal.

The Customer will be charged for the estimated future usage by the time of renewal, for their next annual subscription period. The projection of users will be done by the Provider unless otherwise arranged by the Customer.

9.3 Education Plans
The monthly education payment plan is a postpaid fixed pricing model based on the number of administrative staff and faculty the Customer nominates. The Customer can request to adjust to an annual plan at any time.

The annual education payment plan is a prepaid fixed pricing model based on the number of staff and faculty the Customer nominates. Subscription renewal takes place on an annual basis. On renewal, the nominated staff users may be adjusted as required. The Customer can adjust to a monthly subscription plan or cancel the subscription at time of renewal.

Should total active users (students and staff) exceed a student-staff ratio of more than 10:1 at any time, the Provider reserves the right to adjust the Customers’ subscription or renewal date, to reflect the additional consumption.

9.4 Monthly payments
For monthly subscriptions, and unless otherwise agreed with Provider, the Customer must have a credit card registered at the Providers’ service. The Provider shall issue monthly invoices, whereby Charges are deducted immediately after each monthly period.

9.5 Annual payments
For annual subscriptions, accepted payment methods are credit card, international wire transfer or local bank payment. The Provider does not accept cheques or any other payment methods, unless otherwise agreed with the Provider. For annual subscriptions, the Provider shall issue an invoice to be prepaid at the start of each annual period.

9.6 Both the monthly and annual subscription plans have the start date as being the trial end date, unless otherwise agreed with the Provider. The subscription period dates will be stated on the invoices issued by the Provider.

9.7 For payment by credit card or by international wire transfer, the Provider only accepts payment for European countries in EUR and for the rest of the world in USD.

9.8 For Customers based in Denmark payments are accepted in DKK. The Customer must inform the Provider if they wish to pay in DKK.

9.9 For Customers based in the Australia, Canada, Great Britain and the United States, it is possible to pay in local currency by local bank transfer to a Printix account. This option is only available as agreed upon in advance and as per details provided by the Provider.

9.10 If the Customer does not pay any amount due to the Provider under the Agreement, the Provider may charge interest as pursuant to applicable law.

9.11 The Provider’s Service offers a web-interface for the Customer to change billing information. Invoice copies are available on the web-interface.

9.12 The Customer agrees to keep account information and billing details up to date and valid at any time via the web-interface.

9.13 If the Customer fails to pay the Subscription Charges within five (5) business days of the Providers notice to the Customer that payment is due, or if the Customer does not update payment information upon the providers’ request, in addition to the Providers other remedies, the Provider may suspend or terminate access to and use of Services.

9.14 No refunds or credits for Subscription Charges or other fees or payments will be provided to the Customer if the Customer elects to change any of the Services provided. Changing the Services provided may cause loss of content, features, or capacity of the Service as available to the Customer under the Account, and the Provider does not accept any liability for such loss.

10. Warranties

10.1 The Provider warrants to the Customer that: a) the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions; b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under the Agreement; and c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under the Agreement.

10.2 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement.

10.3 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement.

11. Acknowledgements and warranty limitations

11.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of the Agreement, the Provider gives no warranty or representation that the Services will be wholly free from defects, errors and bugs, that can have an adverse effect on the appearance, operation, functionality or performance of the Services

11.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of the Agreement, the Provider gives no warranty or representation that the Services will be entirely secure.

11.3 The Customer acknowledges that the Services are designed to be compatible only with that software and those systems specified as compatible in the Documentation at the web page of the Provider; and the Provider does not warrant or represent that the Services will be compatible with any other software or systems.

11.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under the Agreement or in relation to the Services; and, except to the extent expressly provided otherwise in the Agreement, the Provider does not warrant or represent that the Services or the use of the Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

12. Indemnities

12.1 If the Provider breaches the Agreement, the Provider shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer arising directly or indirectly as a result of the breach.

12.2 Upon becoming aware of an actual or potential event, that triggers the obligation of the Provider to indemnify the Customer, the Customer must notify the Provider. Moreover, the Customer must provide all such assistance as may be reasonably requested by the Provider. Also, the Customer must, if requested to do so by the Provider, provide the Provider the exclusive control of all disputes, proceedings, negotiations and settlements with third parties. Finally, the Customer must not admit liability to any third party or settle any dispute or proceeding involving a third party without the prior written consent of the Provider.

12.3 If the Customer breaches the Agreement, the Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider arising directly or indirectly as a result of the breach.

12.4 Upon becoming aware of an actual or potential event, that triggers the obligation of the Customer to indemnify the Provider, the Provider must notify the Customer. Moreover, the Provider must provide all such assistance as may be reasonably requested by the Customer. Also, the Provider must, if requested to do so by the Customer, provide the Customer the exclusive control of all disputes, proceedings, negotiations and settlements with third parties. Finally, the Provider must not admit liability to any third party or settle any dispute or proceeding involving a third party without the prior written consent of the Customer.

12.5 The indemnity protection set out in this Clause shall be subject to the limitations and exclusions of liability set out in the Agreement.

13. Limitations and exclusions of liability

13.1 Nothing in the Agreement will: a) limit or exclude any liability for death or personal injury resulting from negligence; b) limit or exclude any liability for fraud or fraudulent misrepresentation; c) limit any liabilities in any way that is not permitted under applicable law; or d) exclude any liabilities that may not be possible to exclude under applicable law.

13.2 The limitations and exclusions of liability set out in this Clause and elsewhere in the Agreement govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.

13.3 Neither Party shall be liable to the other Party in respect of any losses arising out of a Force Majeure Event.

13.4 Neither Party shall be liable to the other Party in respect of any loss of profits or anticipated savings.

13.5 Neither Party shall be liable to the other Party in respect of any loss of revenue or income.

13.6 Neither Party shall be liable to the other Party in respect of any loss of use or production.

13.7 Neither Party shall be liable to the other Party in respect of any loss of business, contracts or opportunities.

13.8 Neither Party shall be liable to the other Party in respect of any loss or corruption of any data, database or software; this limitation of liability only applies, if the Party at fault is not in material breach of the Data Processing Agreement.

13.9 Neither Party shall be liable to the other Party in respect of any special, indirect or consequential loss or damage.

13.10 The aggregate liability of the Provider for claims relating to the Agreement, whether for breach, in tort or claims by data subjects, will not exceed the amount paid by the Customer to the Provider in the 12 months period preceding the date the claim arose.

14. Force Majeure Event

14.1 Force Majeure Events suspend those obligations of the affected Party for the duration of the Force Majeure Event, that are specifically made practically impossible to perform due to the Force Majeure Event. Obligations, which are unaffected by the Force Majeure Event, must still be performed.

14.2 A Party that becomes aware of a Force Majeure Event, must promptly notify the other Party and include information on the estimated period of delay and the short- and long-term possible consequences thereof.

14.3 A Party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

15. Term and termination

15.1 Term. Agreement comes into force upon the Effective Date. This Agreement is effective until all subscription terms for the Provider Service(s) have expired or are terminated as expressly permitted in this Agreement.

15.2 The Provider may terminate the Agreement, as of the end of the Customers’ then current subscription term, by giving to the Customer not less than ninety (90) days’ written notice of termination, in accordance with this Agreement

15.3 The Customer may terminate the Agreement by giving to the Provider written notice of termination. On a monthly subscription plan, the Customer may cancel their subscription at any time by submitting a support ticket to the Provider. On an annual subscription plan, the Customer may cancel their subscription at any time prior to the renewal date by submitting a support ticket to the Provider. A support ticket may be submitted via the Printix Administrator or by email to support@printix.net.

15.4 Either Party may terminate the Agreement immediately by giving written notice of termination to the other Party if a Party commits a material breach of the Agreement, and the breach is not immediately remediated upon request; or if a Party persistently commits breaches of the Agreement despite a request to cease breaching the Agreement irrespective of whether such breaches individually constitute a material breach or not.

15.5 The Provider may terminate the Agreement immediately by giving written notice to the Customer, if any amount due is not paid.

16. Effects of termination

16.1 Upon the termination of the Agreement the Parties are no longer required to respectively provide the Services and to pay the Charges. All other obligations persist, unless otherwise expressly stated.

16.2 Within 30 days following the termination of the Agreement for any reason, the Customer must pay to the Provider any Charges in respect of Services provided to the Customer.

16.3 No Refunds. Except for Customer’s termination rights under Section 15.4, if Customer elects to terminate their subscription to the Service or cancel their Account prior to the end of their then current subscription term, no refunds or credits for subscription charges or other fees or payments will be provided to Customer.

16.4 On termination of the Agreement the Provider deletes all Confidential Information within a maximum period of 180 days, unless EU or EU Member State law requires a longer storage period. Provider may use Confidential Information in aggregated or anonymized form.

17. Notices

17.1 Any notice from one Party to the other Party under the Agreement must be given by one of the following methods:

a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery;

b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting; or

c) sent via email,

providing that if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next day begin after the stated time.

17.2 The Provider’s contact details for notices under this Clause 17 are as follows: Printix.net ApS, Hoerkaer 20, DK-2730 Herlev, Denmark. Email: Info@printix.net.

18. Assignment

18.1 The Customer hereby agrees that the Provider may assign, transfer or otherwise deal with the Provider’s contractual rights and obligations under the Agreement.

18.2 The Customer must not assign, transfer or otherwise deal with the Customer’s contractual rights and/or obligations under the Agreement without the prior written consent of the Provider, such consent not to be unreasonably withheld or delayed.

19. No waivers

19.1 No breach of any provision of the Agreement will be waived except with the express written consent of the Party not in breach.

19.2 No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any breach of that provision or any other provision of the Agreement.

20. Severability

20.1 If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

20.2 If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

21. Third party rights

21.1 The Agreement is for the benefit of the Parties and is not intended to benefit or be enforceable by any third party.

21.2 The exercise of the Parties’ rights under the Agreement is not subject to the consent of any third party.

22. Changes

22.1 The Agreement may not be changed except in accordance with the terms below.

22.2 The Agreement may be changed by means of an addendum or a changed Agreement published on the web page of the Provider and by notifying the Customer at the same time. The Customer must upon reception of the notification accept the changes within 30 days. If the Customer has not accepted the change, the Provider may terminate the Service immediately.

23. Entire agreement

23.1 The Agreement constitute the entire agreement between the Parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the Parties in respect of that subject matter.

23.2 Neither Party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

23.3 The provisions of this Clause 23 are subject to Clause 13.1.

24. Law and jurisdiction

24.1 The Agreement shall be governed by and construed in accordance with Danish law. Any applicable law or regulation that leads to the law or regulation of another country to be applied is hereby abrogated.

24.2 Any dispute relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of Denmark. Any applicable law or regulation that gives a non-Danish court jurisdiction is hereby abrogated.

25. Interpretation

25.1 In the Agreement, a reference to a statute or statutory provision includes a reference to: a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and b) any relevant subordinate legislation made under that statute or statutory provision.

25.2 The Clause headings do not affect the interpretation of the Agreement.

25.3 All Clauses must be construed as a part of the whole Agreement and in accordance with the purpose of the Agreement and in the best interest of both Parties. In the Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts or matters or things.