APPENDIX 2 - GENERAL TERMS AND CONDITIONS INDEX OF DEFINED TERMS "Additional Users" means any Users in excess of the Minimum Number of Users, authorised or activated by the Customer or a Super User to access or use the Solution, or recorded as having accessed or used the Solution by Sprint365. "Affiliate" means an individual or legal entity which directly or indirectly controls, is controlled by, or is under common control with a Party (whether by means of ownership, contract or otherwise) by having the power or ability to direct the affairs of the individual, legal entity or Party in question. "Agreement" has the meaning set out in the Order Form. "Charges" means the charges payable by the Customer for Sprint365's provision of the access to and rights of use of the Solution under this Agreement. "Clause" means any clauses in these general terms and conditions. "Confidential Information" has the meaning set out in Clause 20.1. "Customer Data" means any data which the Customer or its Affiliates provide(s) or make(s) available to the Solution or to Sprint365 (whether directly or indirectly, including through third parties) for use in connection with the Solution(s), including any data uploaded, entered, or otherwise transmitted by Users. Customer Data shall also include any Intellectual Property Rights incorporated or embedded therein. For the avoidance of doubt, any outputs generated by the Solution (e.g. by any AI features of the Solution) which includes Customer Data shall be considered Customer Data. . "Date of Access" means the date when Sprint365 makes the Solution available to Customer, as set out in the Order Form. "End User" means any named person employed or contracted by the Customer or any of its Affiliates who has been duly authorised by the Customer or a Super User to use the end user features and functionality of the Solution. "Effective Date" has the meaning set out in the Order Form. "Initial Term" has the meaning set out in the Order Form. "Intellectual Property Rights" means all intellectual property rights of any kind (whether or not they can be subject to registration and whether or not they are registered or are subject to an application for registration), including, but not limited to, copyrights, patent rights, rights to inventions, rights in designs, trade or business names, domain names as well as rights in proprietary information, technology and knowhow and all other rights or forms of protection of a similar nature. "Minimum Number of Users" means the minimum number of Users specified in the Order Form, irrespective of whether the Customer (or a Super User) actually registers or activates that minimum number of Users. "Offline Materials" means the materials and content such as cheat sheets, quick guides or other resources in PDF or similar format, which can be downloaded by a User in or from the Solution(s) or otherwise stored locally by the User. "Order Form" means the Order Form signed by the Parties. "Party" means either Sprint365 or the Customer, and "Parties" means Sprint365 and the Customer collectively. "Renewal Term" has the meaning set out in Clause 14.2. "Solution" means the relevant part(s) of Sprint365's Toolbox solution (including Offline Materials) for assisting in the use of Microsoft Dynamics 365 as described in Appendix 3 (Toolbox Description), which the Customer has subscribed to under the Order Form, as set out in the Order Form. "Super User" means any named person who is an employee of Customer and who is duly authorised by Customer to use the administrative features and functions of the Solution, including to administer Users' access to and use of the Solution. "Term" means, collectively, the Initial Term of the Agreement and any subsequent Renewal Term. "Third Party Services" means any services, software, or products provided, licensed, or made available by a third-party supplier that are either (i) used or incorporated by Sprint365 into the Solution, or (ii) relied upon by Sprint365 for the performance of its obligations under this Agreement, whether provided directly by the third party or through Sprint365. "User" means any Super User or End User. SCOPE OF THE AGREEMENT These general terms and conditions apply solely to the provision of the Solution. The Parties may enter into one or more Order Forms for the inclusion of additional parts of the Solution which upon execution by the Parties will be incorporated into this Agreement. Any other services not covered by this Agreement, but requested by the Customer, will be performed by Sprint365 on a time and material basis and subject to Sprint365's applicable hourly rates upon the parties' prior mutual agreement for the delivery of such services. SCOPE OF USAGE RIGHTS With effect from the Date of Access, and during the Term, Sprint365 hereby grants each User of the Customer and its Affiliates a non-exclusive, time-limited, revocable, non-transferrable right to access and use the Solution. For the purpose of this Clause, "use" shall mean the right to use the Solution and any related material such as Offline Materials as intended or contemplated for the Customer's or its Affiliates' own internal business purposes, however, limited to the actual number of Users paid for by the Customer as well as on the terms and conditions reflected in the Agreement. The right of access and use of the Solution of each User is strictly personal. Hence, each User shall keep its username, credentials, password, etc. confidential and may not share these with others or otherwise permit or allow others to access and use the Solution on behalf of the User in question, including others within in the organisation of the Customer. The use of Offline Material by each User is also personal. Hence, any User having stored or downloaded such Offline Materials locally may only use such Offline Materials itself and shall protect such Offline Materials against access from and use by others, including others within the organisation of the Customer, unless agreed otherwise in writing with Sprint365. For instance such Offline Material may not be stored in folders, which can be accessed by others or only be stored subject to protection by a password only known by the specific User. The Customer shall remain fully responsible and liable to Sprint365 for all acts or omissions of any Customer Affiliate or a User as if such acts or omissions were performed by the Customer itself. Sprint365 may increase, decrease or modify the functionality of the Solution to the extent it does not materially impair the performance of the Solution. Sprint365 may develop new modules or products, which may be separately marketed and priced, and which are not part of the Agreement. For the avoidance of doubt, Sprint365 is as part of this Agreement not under a duty to perform development work, unless otherwise agreed. Sprint365 will, at its discretion, update the Solution at no additional charge in the form of new versions, updates, service packs, releases or hot-fixes. However, Sprint365 does not warrant or undertake any commitment as to the frequency or scope of such new versions, updates, service packs, releases or hot-fixes. This also means that the certain content or parts of the Solution might not always be fully up-to-date to reflect the latest changes to Microsoft Dynamics 365. Sprint365 is in its discretion (and without notifying the Customer) entitled to change the Solution through updates, modifications, etc. that do not materially change the Solution and its core functionalities. Sprint365 shall use its reasonable efforts to inform the Customer in advance of all updates, modifications etc. that causes material changes to the Solution and its core functionalities. All new versions, updates, etc. will be subject to the terms and conditions of the Agreement and will be considered an integrated part of the applicable Solution. Sprint365 reserves the right to immediately suspend the use and access to the Solution if Sprint365 reasonably believes that (i) the Customer or its Affiliates'/Users' access to and use of the Solution is materially impacting any other customer's use of the Solution or Sprint365's supply of the Solution in general, (ii) the Customer or its Affiliates'/Users' access to and use of the Solution violates the Agreement (including any usage policy or misuse of the Solution) or applicable law or (iii) the Customer or its Affiliates/Users are the source of any security breach, suspected security breach or compromise of stored data. SPECIFICALLY ABOUT USERS During the Term, the Customer may add Additional Users against the applicable Charge per User set out in the Order Form (it being understood that the Charges always apply for a full month notwithstanding when the Additional User is added/activated). This may be done by a request to Sprint365 or by a Super User setting up such new Additional User directly in the Solution (however, a Super User can only add an End User and not a Super User). The Customer confirms that each Super User designated by the Customer is duly authorised to create Additional Users in the Solution and to incur the relevant Charges associated with such Additional User on behalf of the Customer. Any Additional Users activated/registered during the Initial Term or a Renewal Term shall be bound and chargeable for the remainder of such term and otherwise be subject to the terms and conditions of this Agreement, including the scope of usage rights specified herein. Subject to the same notice as set out in Clause 14.3, prior to the expiration of the Initial Term or a Renewal Term, the Customer can de-register/de-activate any Additional Users that it does not wish to carry forward into the subsequent Renewal Term (in such a way that the Additional User has been removed and no longer has access to the Solution). If the Customer does not de-register/de-activate those Additional Users prior to the commencement of the subsequent Renewal Term, such Additional Users shall automatically carry forward and remain bound and chargeable for the duration of that subsequent Renewal Term. For the avoidance of doubt, the Customer cannot de-register/de-activate any Users below the Minimum Number of Users but may terminate the Agreement in its entirety in accordance with Clause 14.3. In the event that a User resigns or is no longer employed with or contracted by the Customer or any of its Affiliates or a User is allocated to a different role or job function within the Customer or any of its Affiliates, the Customer is entitled to designate another named person (employed or contracted by the Customer or any of its Affiliates as appropriate) to replace such User (at no additional cost to the Customer). Such replacements shall take effect from the first of a month and must not result in simultaneous or unauthorised access to the Solution. Sprint365 reserves the right to require - and the Customer is obliged to provide - reasonable documentation to verify the circumstances of any such replacement. CUSTOMER'S OBLIGATIONS The Customer and all Users shall not: use the Solution in violation of any applicable law; use the Solution in a manner not consistent with Appendix 3 (Toolbox Description); use the Solution in the operation of a service bureau, outsourcing or time-sharing service; use any virtual session, automated process, scheme by which multiple natural persons use the Solution, or any other means (including, but not limited to, artificial intelligences) to make greater use of the Solution than is permitted under this Agreement; use the Solution to store or transmit any messages, content, data or information that is unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libellous or invasive or any messages, content, data or information in violation of third-party rights, including privacy rights; copy, distribute, republish, make available for download, publicly display, transmit, sell, rent, lease, host, or sub-license the Solution; circumvent or disclose the user authentication or security of the Solution or any host, network, or account related thereto; attempt to interact with the operating system underlying the Solution; modify, create derivative works of, adapt, translate, reverse engineer, decompile, or otherwise attempt to discover the source code in the Solution (save as permitted by law). remove any copyright notices, trademarks, trademark credits, confidentiality notice, mark, legend or other information included in the Solution. The Customer is aware that a satisfactory use of the Solution may from time to time require certain minimum and compatibility requirements in respect of hardware, IT systems or third-party software. It is the sole responsibility of the Customer to meet such requirements, which may be updated from time to time (see also Clause 19.3). INTELLECTUAL PROPERTY RIGHTS All Intellectual Property Rights pertaining to the Solution and any material related to the Solution, as well as any modifications, development work, and enhancements therein and any other deliverables by Sprint365 under the Agreement, including work not explicitly covered by this Agreement but related hereto, shall accrue to or continue to vest exclusively in and with Sprint365, including the right to amend, modify, redistribute and transfer such Intellectual Property Rights. Any rights to the Customer Data belong to the Customer. In the event of termination or expiry of the Agreement, howsoever occurring, Sprint365 shall upon the Customer's request provide all necessary termination assistance until all Customer Data in Sprint365's possession has been transferred to the Customer or a replacement service provider designated by the Customer in the same format as the Customer Data was delivered to Sprint365. Any such termination assistance shall be chargeable by Sprint365 on a time and material basis. The Customer grants Sprint365 and its Affiliates a non-exclusive, revocable, transferrable, sublicensable, royalty-free, fully-paid, worldwide right and license, as of the Effective Date, to all Customer Data for Sprint365 and its Affiliates to use solely for the purposes of providing the Solution to Customer.. Further, Sprint3565 and its Affiliates may not disclose such Customer Data to third parties that are not needed to operate/provide the Solution. Sprint365 is entitled to use any ideas, suggestions, etc. provided by the Customer to Sprint365, e.g. concerning updates and development of new functions/products. The Customer hereby irrevocable assigns and transfers any and all Intellectual Property Rights to such ideas, suggestions, etc. to Sprint365 free of charge. CHARGES During the Term, the Customer shall pay the applicable Charges. Parts of the Solution that are charged per User are charged on the basis of (i) the Minimum Number of Users, and (ii) any Additional Users, unless such Additional User have been de-register/de-activate in accordance with Clause 4.3. Payment must take place no later than 30 days from the date such invoice was issued. In case of delayed payment, Sprint365 is entitled to interest on the outstanding amount from the due date until the date of payment, at the rate to be charged in case of late payment pursuant to the Danish Interest Rates Act (in Danish: "Renteloven"). Unless otherwise agreed between the Parties in the Order Form, the Charges are exclusive of relevant costs (e.g. to third-party suppliers) and other expenses incurred in carrying out the delivery of the Solution, and other services, including reasonable travel costs. The costs of travel time shall be calculated on the basis of Sprint365's hourly rate. Mileages will be calculated using the mileages allowance rates published by the Danish Tax Authorities applicable from time to time. The Charges are exclusive of VAT, duties, levies, and other indirect taxes. To the extent permitted by applicable law, Sprint365 may charge, and Customer must pay, any such indirect taxes. Customer may not deduct such indirect taxes from the Charges, and Customer shall otherwise ensure that, after accounting for any applicable gross-up on withholding taxes, the full amount set out in the invoice is received by Supplier. In the event that withholding tax (or similar tax) is applied to the Charges, Customer must pay the amount deducted or withheld as required by law and gross up its payment to Sprint365 so that Sprint365 receives payment in full as if there were no deduction or withholding. The Customer shall, within 30 days of making any such tax payment provide Sprint365 with all relevant documentation and proof of any such tax payments. Sprint365 shall be entitled to adjust the Charges once a year with effect as of 1 January. The adjustment shall be based on the development in net price index (in Danish "Nettoprisindekset) published by Statistics Denmark by comparing the index for October prior to the effective date of the price adjustment with October the year before, however always no less than 2 percent. In addition, if the costs of producing or providing the Solution increase due to new regulatory requirements or other costs reasonably outside the control of Sprint365, Sprint365 shall be entitled to increase the Charges correspondingly by a notice of 30 days. COMPLIANCE WITH USAGE RIGHTS In order to protect the Solution against unauthorised use and copying, Sprint365 may implement or have in place access control measures and monitoring mechanisms. Such measures may include, but are not limited to, tracking the number of Users accessing the Solution, analysing login activity, monitoring concurrent sessions, recording IP addresses, and identifying devices used to access the Solution. Sprint365 reserves the right to require - and the Customer is obliged to provide - reasonable documentation to verify the Customer's compliance with its obligations contained in this Agreement. Further, Sprint365 may, at its expense and no more than once every 12 months, appoint its own personnel or an independent third party (or both) to verify that the Customer's use or deployment of the Solution comply with the terms of the Agreement. The Customer is obliged to provide all reasonable information and assistance requested by Sprint365. In the event that the Customer's use of the Solution is in violation of the Agreement, e.g. misuse of the usage rights, the Customer shall immediately settle underpayment on the basis of the applicable Charges and the Customer shall pay all reasonable expenses incurred by Sprint365 related to such audit. This right shall not be in lieu of any other rights available to Sprint365 under this Agreement or applicable law. WARRANTIES Sprint365 represents and warrants that it is duly organised, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organisation, and that it has all requisite power and authority to carry out its obligations described in the Agreement. DISCLAIMER Except as expressly set out in this Agreement, Sprint365 expressly disclaims, to the fullest extent permitted by applicable law, any guarantees, warranties, terms, conditions, undertakings and representations, express or implied, regarding the Solution, including in regard to accuracy, performance, merchantability, and fitness for a particular use. In particular, the Customer acknowledges and accepts that the Solution (including the Offline Materials) is of a generic nature and that the use of the Solution (including the Offline Materials) is not a guarantee that the Customer will be able to perform or complete flawless or error-free implementation project itself, and Sprint365 does not warrant or guarantee that specific results can or will be achieved by the Customer. Further, Sprint365 does not warrant that use of the Solution will be uninterrupted or error-free. Sprint365 will use reasonable efforts to provide and make the Solution available to the Customer. Nevertheless, notwithstanding anything to the contrary in this Agreement, the Solution is provided "as is" and "as available," and its availability is dependent on the availability and performance of Third Party Services, including any third-party hosting services used to make the Solution available. To the fullest extent permitted by law, Sprint365 disclaims any liability of interruptions and unavailability of the Solution that arise from the unavailability, failure, or performance issues of such Third Party Services. THIRD-PARTY SERVICES The Solution may use Third Party Services and Sprint365 is entitled to use Third Party Services which may be changed during the Term at the discretion of Sprint365, provided such change does not materially adversely affect the functionalities of the Solution. The Customer accepts that its access to and use of Third-Party Services may be subject to third-party terms and conditions (which apply between the Customer and the third-party supplier, even if Sprint365 acts as the direct supplier), and the Customer is responsible for complying with those terms. Sprint365 makes no representations and disclaims any warranties regarding any Third-Party Services, including (without limitation) their accuracy, completeness, or authenticity or any interaction between the Customer (or a User) and the third-party supplier, provided however that Sprint365 will not use Third Party Services that uses Customer Data for any other purposes than providing the Solution to the Customer, including for training of AI-models for Sprint365’s or such third party supplier’s own benefit. To the extent possible and permissible, Sprint365 will pass on to the Customer any warranties or rights it receives from such third-party suppliers. In any event, Sprint365’s liability relating to Third-Party Services is limited to the liability the relevant third-party supplier has towards Sprint365, so that Customer does not obtain a better legal position against Sprint365 than Sprint365 has against the third-party supplier. LIMITATION OF LIABILITY The aggregate liability of a Party under the Agreement shall in no event exceed an amount equal to 100 % of the total Charges paid by Customer in the twelve (12) months period preceding the date of the first claim made for the part of the Solution in question. If the Agreement has not been in force twelve (12) months at the time of occurrence of the breach for which the first claim is made, the "total Charges" shall be deemed to include all Charges paid for the actual period lapsed for such part of the Solution and multiplied with a factor to correspond to a twelve (12) month period. The Parties shall not be liable for indirect losses, loss of profits, business, revenue, goodwill, or data unless otherwise provided in the Agreement. The limitation of liability under clauses 12.1 and 12.2 shall apply to any and all claims irrespective of the basis of the claims, i.e. damages, proportionate reduction and penalties. However, the limitation of liability under clauses 12.1 and 12.2 shall not apply to the Charges payable by Customer. Nothing in this Agreement limits or excludes the liability of a party for: (i) any death or personal injury caused by its negligence, (ii) any fraud, fraudulent misrepresentation, gross negligence or wilful misconduct, or (iii) any statutory or other liability, which, in all cases ((i)-(iii)), cannot be excluded or limited under applicable law. INDEMNIFICATION Sprint365 will (i) defend any third-party claim against the Customer during the term of the Agreement to the extent the claim alleges that the Solution directly infringes the third party's Intellectual Property Rights and (ii) indemnify the Customer for any losses, fees, costs, and damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Sprint365) for such infringement. In case of an alleged infringement, Sprint365 may, at its sole option and expense: replace the relevant infringing part with a comparable non-infringing product; or procure for the Customer the right to continue using the relevant infringed part; or if neither option is reasonably available within thirty (30) days of Sprint365 becoming aware of the claim, Sprint365 may terminate the Agreement by thirty (30) days' written notice to the Customer, in which case the Customer shall be entitled to a refund of prepaid Charges (if any) for the period following the time, when such termination takes effect. The Customer acknowledges and accepts that the remedies in Clauses 13.1 and 13.2 are the Customer's sole and exclusive remedies and Sprint365' sole liability regarding any third party Intellectual Property Rights infringement claim. Sprint365, however, shall have no liability for any infringement claim arising from any: use of the Solution in violation of the Agreement; modification of the Solution by anyone other than Sprint365; failure by the Customer to install any new versions, updates, service packs, releases, or hot-fixes recommended by Sprint365, if such installation will rectify the infringement; or third-party products, services, hardware, solution, or other materials, or combination of these with the Solution, if the Solution would not be infringing without this combination. The Customer will indemnify and hold harmless Sprint365 and its respective directors, officers, employees, and agents for any and all expenses and any third-party claims (including reasonable attorney's fees incurred in responding to such claim) due to (i) any use of the Solution in violation of any applicable law or regulation, (ii) any unauthorized use of the Solution by the Users, or (iii) the collection, transmittance, use or storage of data through the Solution which infringes or misappropriates the rights of a third party. The obligations under this Clause 13 are conditional upon the Party against whom a third-party claim is brought: promptly notifies the other Party in writing of any such claim, provided however that any failure or delay in providing such notice shall not relieve the other Party of its obligations under this Clause 13, except to the extent such failure or delay prejudices the defence; refrains from making any admissions; grants the other Party the right and authority to fully control and settle the claim; and reasonably cooperates in the defence of such claim. TERM AND TERMINATION Sprint365 shall deliver the Solution set out in the Order Form from the Date of Access. The Agreement shall become effective on the Effective Date. The Initial Term of the Agreement shall commence on the Date of Access and shall continue for the duration of the Initial Term set out in the Order Form. Unless terminated by either Party in accordance with Clause 14.3, the Agreement will automatically renew for periods of 12 months following (i) the Initial Term, or (ii) any subsequent renewal term ("Renewal Term"). Either Party is entitled to terminate the Agreement in its entirety by providing a written notice of at least three (3) months in advance to take effect at the end of the Initial Term or a subsequent Renewal Term. For the avoidance of doubt, the Customer may de-register/de-activate any Additional Users that it does not wish to carry forward into the subsequent Renewal Term in accordance with the process in Clause 4.3 TERMINATION FOR CAUSE Either Party may terminate the Agreement with immediate effect (and with effect ex nunc and not ex tunc), if the other Party is in material breach of the Agreement, however, if the breach is capable of cure, a termination of the Agreement is subject to the Party in breach failing to remedy the breach within thirty (30) days of receipt of written notice of the breach from the other Party. Any failure by the Customer to pay outstanding invoices and its failure to remedy such non-payment within 30 days following Sprint365's written notice to the Customer of the late payment shall always be considered a material breach by the Customer. Notwithstanding Clause 15.1, if the Customer has failed to pay outstanding invoices and failed to remedy such non-payment within 30 days following Sprint365's written notice to the Customer of the late payment, Sprint365 shall be entitled to terminate the Agreement. CONSEQUENCES OF TERMINATION In case of termination, the Customer shall promptly cease all use and access to the Solution and all materials related hereto, including the Offline Materials. The Customer and Users shall delete and/or destroy all Offline Materials upon the expiration or termination of this Agreement and the Customer shall - upon request by Sprint365 - promptly certify in writing to Sprint365 that such deletion or destruction has taken place. In case of termination in respect of some, but not all, Users, Clauses 16.1 and 16.2 apply to such terminated Users. The Customer is not entitled to receive a full or partial refund, unless the Customer terminates due to material breach by Sprint365, in which case the Customer shall be entitled to a refund of prepaid Charges (if any) for the period following the time when such termination for material breach takes effect. FORCE MAJEURE Either Party is entitled to suspend the performance of its obligations under the Agreement if such performance is impeded or causes an unreasonable hardship on the Party due to force majeure, meaning any extraordinary circumstances beyond the reasonable control of such Party. Any circumstance referred to in Clause 17.1, whether occurring prior to or after entering into the Agreement, only entitles a Party to suspension if its effect on the performance of the Agreement could not have been foreseen at the time of entering into the Agreement. The Party claiming to be affected by any circumstance referred to in Clause 17.1 shall, without undue delay, notify the other Party of the intervention and of the cessation of such circumstance. Notwithstanding any other provisions of this Agreement, either Party is entitled to terminate this Agreement with immediate effect by written notice to the other Party if it is clear between the Parties and from the circumstances that the performance of this Agreement will be and is suspended pursuant to Clause 17.1 for more than 60 days. PROCESSING OF PERSONAL DATA If Sprint365 is to process personal data on behalf of the Customer, the Parties shall enter into a data processing agreement as set out in Appendix 1. AMENDMENT Any changes to the Agreement shall be included in an amendment to the Agreement and shall be agreed in writing by the Parties. Sprint365 may amend the Agreement if strictly necessary to comply with laws applicable to it or the Solution. Such amendments will become binding on the Customer upon notice from Sprint365 setting out and justifying the amendments; however, the Customer may terminate the Agreement for convenience with immediate effect within 30 days following the Customer's receipt of such notice if the amendments are reasonably to the disadvantage of Customer. For the avoidance of doubt, Sprint365 may without the acceptance of the Customer from time-to-time change, amend and update any technical aspects, technical specifications and/or technical requirements related to the Solution as well as any related technical and/or user documentation or descriptions e.g. by updating the documentation available at the website of Sprint365. CONFIDENTIALITY The Parties shall not, apart from what is required by applicable law or by any court or other authority of competent jurisdiction, make use of, except for the purposes contemplated by the Agreement, disclose to any third party or publish any Confidential Information received by one Party from or in respect of the other Party under or in connection with the Agreement. For the purpose of the Agreement, "Confidential Information" means a Party's commercial and operational information and knowhow and any other information not generally known or reasonably ascertainable. The Parties shall ensure that their employees also observe this Clause 20. The provisions of this Clause 20 shall apply without limitation in time and shall survive any termination of the Agreement. ENTIRE AGREEMENT The Agreement constitutes the entire agreement between the Parties with respect to the use and access to the Solution, and supersedes any prior or contemporaneous understandings, oral or written, and all other communications, statements, and representations made between the Parties relating to the subject matter of the Agreement. ASSIGNMENT AND SUB-SUPPLIERS The Customer shall not be entitled to assign its rights and obligations under the Agreement to a third party without Sprint365’ express written consent. Sprint365 is entitled to assign its rights and obligations under the Agreement to any Affiliate or any third party resulting from a merger, acquisition or similar corporate restructuring, by serving written notice to the Customer. Sprint365 is entitled to use (and change) sub-suppliers in the performance of its obligations under the Agreement (including the delivery of the Solution) and in the delivery of any other services without the prior written consent of the Customer. In the event Sprint365 uses sub-suppliers, Sprint365 remains fully responsible for the performance of the sub-suppliers. GOVERNING LAW The validity, interpretation, and performance of the Agreement shall be governed by the laws of Denmark disregarding any choice of law principles. Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration administrated by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The arbitral tribunal shall be composed of three (3) arbitrators unless the Parties agree on one (1) arbitrator who shall be appointed by the institute. In the event the arbitral tribunal shall be composed of three arbitrators, each Party appoints an arbitrator and the institute appoints the chairman of the arbitral tribunal. If a Party has not appointed an arbitrator within thirty (30) days after having respectively requested or received notice of the arbitration such arbitrator is appointed by the institute. The language of the tribunal shall be English, and the place of arbitration shall be Copenhagen, Denmark. The Parties shall keep the arbitration proceeding, the subject thereof as well as any award confidential.