Terms of Service

1.  DEFINITIONS

“Add-On” means additional product enhancements that are made available for purchase.

"Agreement" means these Terms of Service and all materials referred or linked to in here.

"Billing Period" is the period for which you prepay the Subscription Fee according to the Order Form.

“Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

"Customer Data" means all information that you submit via the Subscription Service.

“DPA” means the Wired Relations ApS Data Processing Agreement.

“Free Services” means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.

"Order" or "Order Form" means the Wired Relations-approved form, quote, offer & agreement or online subscription process by which you agree to subscribe to the Subscription Service.  

“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).

"Subscription Fee" means the amount you pay for the Subscription Service.

"Subscription Service" means all of our web-based applications, tools and platforms that you have subscribed to under an Order, Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via https://wiredrelations.com or another designated URL, and any ancillary products and services that we provide to you.

"Subscription Term" means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.

"Users" means your employees, representatives, consultants, contractors or agents who are authorised by you to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

"Wired Relations", "we", "us" or “our” means the applicable contracting entity Wired Relations Aps, company registration number DK38970585.

"You", "your" or “Customer” means the person or entity using the Subscription Service and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.

2. USE OF SUBSCRIPTION SERVICE

Wired Relations’s provision of the Subscription Service, including any subsequent features and/or modules, to the Customer is non-exclusive. Nothing in the Agreement prevents Wired Relations from providing the Subscription Service and new licences and/or modules to any other entity. The Customer acknowledges that this Agreement is a Software as a Service agreement and Wired Relations will not be delivering copies of the Software to the Customer.

2.1 Access.

During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order. You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement.

2.2 Commencement date.

If no specific date in an Order Form, the commencement date for the Subscription takes effect from the date the Customer accepts the Terms of Service while signing up for the Subscription Service.

2.3 Additional Features.

You may subscribe to additional features of the Subscription Service by placing an additional Order and pay the additional Subscription Fee or activating the additional features from within your Wired Relations account (if this option is made available by us). These Terms of Service will apply to all additional Order(s) and all additional features that you activate from within your Wired Relations account.

2.4 Operational Liability.

It is the intention that the Subscription Service is available 24 x 7 x 365.

Wired Relations strives to ensure the best possible operational reliability, but is not responsible for breakdowns or operational disruptions, including operational disruptions caused by factors outside Wired Relations’ control, including, but not limited to, power failures and errors in equipment, internet connections, telecommunications connections, and the like.

In the event of breakdowns or disruptions, Wired Relations will strive to restore normal operations as soon as possible.

Planned interruptions will primarily take place between 9 PM and 6 AM CET. Where it proves necessary to interrupt access to Wired Relations outside this window, prior notification thereof will be given to the extent possible.

2.5 Customer Support.

Support is provided by email (support@wiredrelations.com) Monday to Friday (recognized bank holidays excluded) in the period from 9 AM to 4 PM CET.

2.6 Customer obligations.

The Customer or the Customers Users may not copy, except as expressly permitted, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Subscription Service, add-on modules, any updates, or any part thereof.

Only persons employed with the Customer may be registered as Users. The Customer is, however, entitled to have its external advisers and other affiliated named natural persons registered as Users to the extent that the relevant third party assists in the analysis of the Customer’s processing of personal data or analysis of governance.

The Subscription Service may not be shared with any third party or utilised for the purpose of competitive business, whether directly or indirectly.

Any attempt to do so is a violation of the Subscriptions Service’s rights. In case of violation Wired Relations is entitled to claim damages.

The Customer agrees that the Customer will:

• provide accurate identification, contact information, and other information that may be required as part of the registration process and/or continued use of the Subscription Service. The Customer is responsible for maintaining the confidentiality of the Customer's password and account to the Subscription Service, and is furthermore responsible for all activities made on the account.

• use the Subscription Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from the Customer's country of residence.

• not resell, duplicate, reproduce or exploit any part of the Subscription Service without the express written permission of Wired Relations.

• be responsible for all activity made by the Customer's users.

Violation of any of the foregoing may result in immediate termination of the agreement, and the Customer may be subject to other legal consequences.

In case of violation, Wired Relation will however notify the Customer and the Customer is obligated to remedy the violation within the given time frame from Wired Relation to avoid termination.

2.7 Technical requirements.

‍The Subscription Service and most add-on modules are 100% web-based and compatible with all common operational systems (MS Windows, Linux, Mac OS). The Customer must be connected to the internet to have access to the Subscription Service.

Wired Relations offers free usage of bandwidth, however, if excessive usage results in low performance for other Wired Relations Customers, or significantly exceeds the average bandwidth usage (as determined solely by Wired Relations) of other Wired Relations Customers, Wired Relations reserves the right to immediately disable the Customer's account to find a solution for improvement of performance. In this case, Wired Relations will assist in finding a solution that does not affect other Wired Relations Customers.

2.8 Browsers.

As default, the Subscription Service supports the latest two versions of the below internet browsers:

• Google Chrome

• Microsoft Edge

• Mozilla Firefox

• Safari

We recommend keeping the browser and operational system updated with the newest browser versions for security reasons and for the future versions of Wired Relations, which might support newer technology than current versions.

To obtain the optimal usage of the software, the browser must be configured to enable JavaScript and allow cookies.

2.9 Wired Relations obligations.

Wired Relations represents and warrants that Wired Relations:

• will provide the Subscription Service in a professional manner consistent with general industry standards

• will provide the Subscription Service to the Customer to facilitate their compliance documentation.

• shall use commercially reasonable endeavours to make the Subscription Service available 24 x 7 x 365, excused downtime.

• has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

2.10 No Sensitive Information.

You acknowledge that the subscription service has not been designed to process or manage special category and sensitive information and accordingly you agree not to use the subscription service to collect, manage or process special category and sensitive information. We will not have and we specifically disclaim any liability that may result from your use of the subscription service to collect, process or manage special category and sensitive information. 

2.11 Free Trial.

If you register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.

2.12 Legacy Products.

If you have a legacy Wired Relations product, some of the features and limits that apply to that product may be different than those that appear in these Terms of Service. If you have legacy Wired Relations products, we may choose to move you to our current products at any time. If you are using a legacy product and determine that you would like to upgrade to a current version, you must execute a new Order.

3. FEES 

The fee for the Subscription Service is invoiced with effect from the commencement date until the effective date of termination.

3.1 Subscription Fees.

The Subscription Fee will remain fixed during the initial term of your subscription unless: (i) you upgrade products or base packages, (ii) you subscribe to additional features or products, including additional Contacts, or (iii) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you. 

3.2 Subscription Fee adjustments at Renewal.

Upon renewal, Wired Relations is entitled to adjust the Subscription Fee based on documented unexpected developments in operation costs which are caused by circumstances beyond the control of Wired Relations. Price changes must be notified thirty (30) days in advance.  

The price adjustment shall be reasonable in view of market conditions from time to time for similar services.

3.3 Subscription Fee adjustment development in the retail price index.

Wired Relations is entitled to adjust the Subscription Fee once a year as of January 1st in accordance with the development of the Danish retail price index (nettoprisindex), as a minimum of 3%.

The adjustment will take effect from the next Billing Period.

3.4 Payment against invoice.

‍All amounts invoiced are due and payable within fourteen (14) days from the date of the invoice, unless otherwise specified in the Order. Any objections to an invoice must be communicated by email to support@wiredrelations.com within ten (10) days of the date of invoice. Otherwise, the invoice shall be considered approved.

3.5 Payment by credit card (if provided by us).

If you are paying by credit card, you authorise us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

3.6 Late payment.

In case of late payment, Wired Relations is entitled to late payment interests and reminder fees in accordance with Danish law. If any invoice, despite a reminder, remains overdue and unpaid, Wired Relations may suspend the use of the Subscription Service and add-on modules until payment.

3.7 Payment Information.

You are obligated to keep your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

3.8 Tax.

All fees are exclusive of all taxes or duties imposed by governing authorities. The Customer alone is responsible for the payment of all such taxes or duties, excluding only Danish taxes.

3.9 On-site pricing.

All services are performed remotely, unless the Customer and Wired Relations otherwise agree. For service performed on site, Wired Relations will charge the Customer a standard hourly fee from Wired Relations’s office address to the Customer's office address one-way. If flight and/or accommodation is required the Customer will reimburse Wired Relations’s fully reasonable costs for all expenses incurred in connection with the on-site services. Any invoices or other requests for reimbursements will be due and payable within fourteen (14) days of the date of the invoice.

4. TERM AND TERMINATION

‍4.1 Term and Renewal.

Your initial subscription term will be specified in your Order and your subscription will automatically renew for the same period of time as specified in your Order.

4.2 Notice of Non-Renewal.

Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The Customer is solely responsible for the proper termination of the Customer's account. The Customer may terminate the account by sending an email to support@wiredrelations.com with the Customer's name and site URL. The Customer terminates the agreement by three (3) months written notice to the end of your present subscription period.

There will be no refund if the Customer terminates the subscription before the end of the Customer's current subscription period. In the event of termination, the Customer's account will be disabled by the end of the paid Subscription period. By the end of the paid Subscription period, Wired Relations will delete all information stored in the Subscription Service. The Customer is responsible for exporting the Customer’s data at own expense and risk.

‍4.3 Early Cancellation.

‍You may choose to cancel your subscription early at your convenience. In the event of early cancellation, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.

4.4 Termination for Cause.

Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach, if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers and it has not been remedied by you within the time frame given by Wired Relations. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

4.5 Suspension and Termination of Subscription Service.

Wired Relations may at Wired Relations discretion disable the Subscription Service and/or terminate this Agreement upon the breach of any term hereof, including (but not limited to) (i) if Subscription Fees or other fees are not paid on time; or (ii) if the Customer uses the Subscription Service beyond the agreed scope; or (iii) if a third party instructed, engaged or allowed access by the Customer, amends, modifies, makes additions, deletions or changes to the Subscription Service; or, (iv) if the Customer fails to comply with any other provision of this Agreement and it has not been remedied by you within the time frame given by Wired Relations.

If Wired Relations terminates the Agreement due to a breach by the Customer, then the Customer shall immediately pay to Wired Relations all amounts due and amounts that become due under the remaining term of the Agreement.

4.5.1 Suspension for Non-Payment.

We will provide you with a notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a reactivation fee to reinstate the Subscription Service. 

4.5.2 Suspension for Present Harm.

If your website, or use of, the Subscription Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service. We will make commercially reasonable efforts to (a) limit the suspension to the affected portion of the Subscription Service and (b) promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate or cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. 

4.5 Suspension and Termination of Free Services.

We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

5. CUSTOMER DATA 

5.1 Customer’s Proprietary Rights.

You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Data only as necessary to provide the Subscription Service to you and as otherwise permitted by this Agreement. If you are using the Subscription Service on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. 

5.2 Limits on Wired Relations.

‍When using the Subscription Service, the Customer accepts that the Customer’s data will be included in an aggregated data pool. The purposes for which the aggregated data may be used include, but are not limited to, statistics, benchmarks, analysis as well as forecasting, including development and sale of new features and services as a result thereof. In such connections, the data of the Customer will always be processed in an anonymised form.

5.3 Benchmarking and Statistical purposes.

For the purpose of but not limited to improving Subscription Service we may collect information about you and your Users when you interact with the Subscription Service as permitted by the Agreement. We may aggregate and anonymize this information and share it with third parties, provided that we do not include any Customer Data or identify Users. 

5.4 Protection of Customer Data.

Information collected and processed as part of the Customer’s use of the Subscription Service will be treated in accordance with Wired Relations’ Privacy Policy.

6. DATA PROCESSING AGREEMENT

The Customer can request a data processing agreement by sending an email to privacy@wiredrelations.com. or via the order form in Wired Relations.

7. INTELLECTUAL PROPERTY

7.1 This is an agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement.

The Subscription Service is protected by intellectual property laws, it belongs to and is the property of us or our licensors (if any), and we retain all ownership rights to it. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Wired Relations Content, the Subscription Service in whole or in part, by any means, except as expressly authorised in writing by us. 

7.2 We encourage all customers to comment on the Subscription Service to provide suggestions for improving it.

You agree that all such comments and suggestions will be non-confidential, and that we own all rights to use and incorporate them into the Subscription Service without payment or attribution to you. 

8. CONFIDENTIALITY

8.1 The Receiving Party will:

(i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. 

8.2 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process;

however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure. 

9. PUBLICITY

You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this by sending us an email to support@wiredrelations.com.

10. INDEMNIFICATION

The failure of Wired Relations to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service constitute the entire agreement between the Customer and Wired Relations, and governs the Customer's use of Wired Relations software, superseding any prior agreements between the Customer and Wired Relations (including, but not limited to, any prior versions of the Terms of Service).

11. DISCLAIMERS; LIMITATION OF LIABILITY 

11.1 Performance Warranty.

We warrant that: (i) the Subscription Service will be provided in a manner consistent with generally accepted industry standards, and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Subscription Service; provided however, this warranty will not apply to you if you only use the Free Services. In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity (the “Remedy Period”), then either party may terminate this Agreement by providing the other party written notice within thirty (30) days after the end of the Remedy Period. If you terminate the Agreement for this reason, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by us, (ii) modification of the Subscription Service by anyone other than us, or modification of the Subscription Service by us in accordance with specifications or instructions that you provided, or (iii) use of the Subscription Service in violation of or outside the scope of this Agreement. 

11.2 No Indirect Damages.

‍To the extent permitted by law, in no event will either Party or its affiliates be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, data or business opportunities arising out of or related to this agreement, whether an action is in contract or tort and regardless of the theory of liability; provided that, this limitation will not apply to you if you only use the free service. 

11.3 Limitation of Liability.

‍In the case of Wired Relations’ failure to perform under this agreement, the Customer must notify Wired Relations of the alleged non-performance in writing and Wired Relations will be entitled and obliged to remedy the non-performance without undue delay.

Wired Relations’ liability to pay damages in the case of any non-performance shall not encompass any indirect loss, consequential loss, business interruption, loss of business opportunities, loss or corruption of data, or loss caused by non-availability of the software. However, if the non-performance is due to Wired Relations’ gross negligence, the Customer shall be entitled to damages in accordance with Danish law. The damages cannot exceed an amount equal to the Customer's aggregate payments to Wired Relations (exclusive of VAT) in the last 12 months before the non-performance. In the event that 12 months have not yet passed this limit, it shall instead be the expected aggregate fee for the first 12 calendar months of the cooperation.

Wired Relations is entitled to perform the agreement wholly or partly through sub-suppliers, however, Wired Relations’ obligations and liability shall not be reduced thereby.

12. MISCELLANEOUS 

12.1 Amendment; ‍

No Waiver. We may modify any part or all of the Agreement by posting a revised version at http://wiredrelations.com. The revised version will become effective and binding the next business day after it is posted. If you would like to receive an email notification when we update the Agreement, please complete the form found at: https://www.wiredrelations.com/legal/terms-of-service-update. If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted at https://wiredrelations.com will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon our notice to you, and we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion. 

12.2 Force Majeure.

‍Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. 

12.3 Actions Permitted.

‍Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued. 

12.4 Relationship of the Parties.

Both parties agree that no joint venture, partnership, employment, or agency relationship exists between them.

12.5 Third Party Rights.

‍If a third party makes a claim against the Customer that any part of the Subscription Service originating from Wired Relations (Wired Relations assumes no liability whatsoever in any part of the Subscription Service or software originating from third parties, e.g. database software or operating systems, infringes third party intellectual property rights) infringes any patent, copyright or other intellectual property right (hereafter “Claim”), Wired Relations will defend the Customer against the Claim and pay all costs, damages and expenses - including reasonable attorney's fees – finally awarded against the Customer by a court having jurisdiction over the matter; provided that: (i) the Customer notifies Wired Relations in writing no later than five (5) days after the Customer has become aware of a Claim or a potential Claim; (ii) Wired Relations may assume sole control of the legal handling of the Claim and all related actions and negotiations; and (iii) the Customer – at the Customer’s own cost – provides Wired Relations with the assistance, information and authority, which in the reasonable opinion of Wired Relations will be necessary to perform Wired Relations’s obligations under this clause.

Notwithstanding the above, Wired Relations shall have no liability for (i) any Claim based on the combination of the Subscription Service with products or services not provided by Wired Relations and (ii) the modification of the Subscription Services by any person other than Wired Relations.

If, due to a Claim or the threat of a Claim, (i) any part of the Subscription Service is held by a court having jurisdiction over the matter, or in Wired Relations’s reasonable opinion may be held to infringe the rights of a third party by such a court, (ii) the Customer receives a valid court order preventing the Customer from using any part of the Subscription Services, or (ii) in Wired Relations’s reasonable opinion the Customer may receive such an order, Wired Relations shall at its own expense (i) obtain for the Customer the right to continue the use of this part of the Subscription Services, or (ii) replace or modify the Subscription Services to make it non-infringing, provided that such modification or replacement will provide the Customer with a substantially equivalent result. If none of the above options are available on a basis that Wired Relations considers to be commercially reasonable, then Wired Relations may – in whole or in part – terminate this Agreement and refund to the Customer the Subscription Fee paid by the Customer for the infringing part of the Subscription Service, as well as the Subscription Fee paid for any part of the Subscription Service that is rendered unusable by the Customer as a result of such unresolved infringement, upon return or deletion as required by Wired Relations of the infringing and the unusable parts of the Software by the Customer to Wired Relations. 

Unless otherwise explicitly stated in this clause, any claim due to a Claim or the threat of a Claim – including claims for damages and/or pro rata reduction – shall be governed by the limitation of liability in clause 11.

12.6 Entire Agreement.

‍This Agreement (including each Order), along with our Privacy Policy, is the entire agreement between us for the Subscription Service and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service, or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement. 

12.7 Assignment.

‍You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganisation, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any Wired Relations affiliate or in the event of merger, reorganisation, sale of all or substantially all of our assets, change of control or operation of law.

12.8 Precedence.

‍In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order. 

13. APPLICABLE LAW AND DISPUTES

This agreement shall be governed by Danish law. The parties will attempt to settle any dispute by negotiation between the parties. Any dispute shall be brought before the City Court of Copenhagen, Denmark.