APPENDIX A

TERMS AND CONDITIONS FOR THE SUBSCRIPTION OF THE CARGOFLUX APPLICATION

1. ACCEPTANCE OF SUBSCRIPTION AND TERMS

1.1. These terms and conditions of subscription of the CargoFlux Application (the “T&C”) are deemed to be accepted if the Customer checks the box “I have read and accept the terms and conditions of subscription” on the order form, uses the application or services, or otherwise expresses acceptance thereof, and they apply to the relationship between CargoFlux ApS, CVR no. 35521879, Njalsgade 23C, st.tv, DK-2300 Copenhagen, Denmark (“CargoFlux”) and the customer (the “Customer”).

2. SCOPE AND USE OF THE SUBSCRIPTION

2.1. In accordance with these T&C, the Customer is granted a non-exclusive right to use the CargoFlux software and selected extra modules (the “Application”), which are available online as software as a service. The Customer does not acquire the Application or a copy or part thereof and does not acquire a licence to use the Application, except as software as a service.

2.2. The Customer’s subscription allows the Customer to use the Application for the number of entries, users, extra modules, etc. that the Customer originally selected. If the Customer needs additional capacity or functionality, the subscription will automatically be upgraded through the use of these additional entries, users, extra modules, etc., and the Customer accepts that the price will increase accordingly.

2.3. An overview of subscription types and selected extra modules is available in the Application or on CargoFlux’s website. Specific terms may apply to some of these individual functions, services and extra modules, which must be accepted in addition to these T&C before they can be used.

2.4. Access to use the Application applies exclusively to the Customer and its advisers, and the Application may not be used by anyone other than the Customer, or for data processing or the provision of services by anyone other than the Customer. The Customer vouches for and is fully liable in respect of third parties to whom the Customer grants access to the Application or who use the Customer’s login details.

2.5. The Customer must ensure that the Application is not used in a manner that may damage the name, reputation or goodwill of CargoFlux, or that violates applicable legislation or other regulations.

2.6 The subscription begins upon acceptance of this agreement and continues until terminated in accordance with these Terms.

3. PRICES AND TERMS OF PAYMENT

3.1. Invoices are payable monthly in advance. Payment is due net eight (8) days from the invoice date.

3.2. If the subscription is not paid on time, reminder no. 1 will be sent free of charge seven (7) days after the invoice due date. If the subscription is still not paid, reminder no. 2 will be sent 10 days later and will include a fee of DKK 100. If payment has still not been received within seven (7) days after reminder no. 2, access to the Application will be barred. Access to the Application will be re-opened after payment of the invoice and late fee, unless CargoFlux has cancelled the subscription beforehand.

3.3. The Customer accepts that invoices and reminders sent by e-mail to the e-mail address stated by the Customer are deemed delivered when sent by CargoFlux.

3.4. The Customer is required to pay via Leverandørservice or credit card.

4. TERM AND TERMINATION

4.1. The subscription is a continuing contractual relationship that will expire upon termination by the Customer or CargoFlux. The subscription is automatically renewed and may, 12 months after the first subscription period, be terminated at any time by the Customer by giving at least 90 days’ notice, with effect from the last day of the month.

4.2. If CargoFlux makes material changes to these T&C to the disadvantage of the Customer, including substantial price changes, the Customer may terminate its subscription by giving 14 days’ notice prior to the date of change. Notice of price changes is given with 90 days’ notice. This does not, however, apply to increases of less than 5% of the list price. The Customer’s notice of termination must be given on www.cargoflux.com or submitted by letter to CargoFlux’s address.

4.3. CargoFlux may terminate the subscription by giving six months’ notice before the expiry of a calendar quarter, or without notice in the event of the Customer’s material breach of these T&C or the Customer’s bankruptcy or insolvency.

5. CUSTOMER DATA

5.1. The parties agree that the Customer owns and may freely dispose of its own data in the Application. The Application gives the Customer the option of exporting all card indexes, data, etc. via the Application’s export function, and the Customer accepts that such export must be carried out by the Customer before termination of the subscription. In the event of expiry of the subscription or termination by the Customer, CargoFlux must seek to grant the Customer a grace period of 10 days after termination, during which the export function may be used, provided this is reasonable and commercially viable.

5.2. CargoFlux reserves the right to delete the Customer’s data 90 days after termination of the subscription, regardless of the reason for termination, and CargoFlux is under no obligation to store data after this time.

5.3. CargoFlux is entitled to store the Customer’s data after termination with a view to using it in anonymised form for statistical and analysis purposes.

5.4. CargoFlux may, in exceptional cases in which it deems it reasonable and legitimate to do so, such as when assessing the size of a loss, grant third parties and authorities access to the Customer’s data in connection with judgments, municipal requirements, the Customer’s bankruptcy or death, or the like.

5.5 Rights related to your personal data

Opt-out: You may opt out of future e-mail communications by following the unsubscribe links in our e-mails. You may also notify us by emailing support@cargoflux.com to be removed from our mailing list.

Access: You may access the personal information we have about you by submitting a request to support@cargoflux.com.

Amend: You may contact us via support@cargoflux.com to amend or update your personal information.

Forget: In certain situations, you may request that we erase or forget your personal data. To do so, please submit a request to support@cargoflux.com.

6. OPERATING STABILITY

6.1. CargoFlux aims to provide the highest possible operating stability, but is not responsible for breakdowns or malfunctions, including malfunctions caused by factors beyond CargoFlux’s control. This includes power failures, equipment failures, internet connections, telecommunications, or the like. The Application and services are delivered as is, and CargoFlux disclaims all guarantees, assurances, warranties, trade puffs or other terms, direct as well as indirect.

6.2. In the event of a breakdown or malfunction, CargoFlux aims to restore operating stability as soon as possible.

6.3. Planned disruptions will primarily be scheduled between 21:00 and 06:00 CET. If it is necessary to interrupt access to the Application outside these hours, this will, as far as possible, be announced in advance.

7. CHANGES

7.1. CargoFlux is entitled to make continuous updates and improvements to the Application. CargoFlux is also entitled to change the composition and structure of the Application and services. These updates, improvements and changes may be made with or without notice and may affect services, including information and data uploaded to or provided by the Application.

7.2 Technical system support is included. Specific requests and development requests will be charged by the hour.

7.3 Consulting tasks will be charged by the hour.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. The Application and information provided by the Application, except for the Customer’s data, are protected by copyright and other intellectual property rights and are owned by or licensed to CargoFlux. The Customer must inform CargoFlux of any current or potential infringement of CargoFlux’s intellectual property rights or any unauthorised use of the Application of which the Customer becomes aware.

8.2. No intellectual property rights are transferred to the Customer.

8.3. With regard to material uploaded by the Customer and all the Customer’s data, the Customer grants CargoFlux and its suppliers permission and a worldwide licence sufficient to enable CargoFlux to securely process and operate the Application, meet its obligations, and direct its marketing to the Customer. The Customer warrants that the material being uploaded does not infringe third-party rights and does not contain any material that may be offensive or in violation of applicable legislation or other regulations.

9. ASSIGNMENT

9.1. CargoFlux is entitled to assign its rights and obligations in respect of the Customer to an affiliated company or a third party.

9.2. The Customer accepts that CargoFlux is entitled to use sub-suppliers in all cases, including in connection with processing and operation of the Application and the storage of the Customer’s data.

10. LIABILITY OF CARGOFLUX

10.1. CargoFlux disclaims any liability in relation to these T&C, services or use of the Application, whether contractual or non-contractual, including operating loss, consequential loss or other indirect loss, loss of data, loss arising from product liability, or loss arising from negligence.

10.2. CargoFlux is not liable for third-party solutions that are available and/or integrated with the Application. Accordingly, CargoFlux cannot be held liable for the accuracy, completeness, quality or reliability of the information, or for the results achieved through these third-party solutions. Similarly, CargoFlux cannot be held liable for the availability, security or functionality of these third-party solutions, including any possible damage and/or loss caused by third-party solutions. It is for the Customer to prove that any loss suffered by the Customer is not caused by third-party solutions.

10.3. The Customer agrees to indemnify CargoFlux against any claim or loss resulting from product liability, loss in relation to third parties, or liability in relation to third parties, to the extent that these originate from the Customer’s use of the Application.

11. DUTY OF CONFIDENTIALITY AND DATA SECURITY

11.1. CargoFlux only processes the Customer’s data in accordance with the Customer’s instructions, and therefore not for its own unauthorised purposes.

11.2. CargoFlux must observe confidentiality when handling all information about the Customer that comes into its possession, and may not pass on such information to third parties except where the information is publicly available, where CargoFlux has received non-confidential information from a third party, or where CargoFlux is obliged to pass on the information under legislation or to comply with a municipal or court order.

11.3. CargoFlux has taken the necessary technical and organisational precautions to protect the information in the Application against accidental or unlawful destruction, loss or alteration, and against disclosure to unauthorised persons, abuse, or any other processing in violation of the Danish Act on Processing of Personal Data.

11.4. At the Customer’s request—and in return for payment at CargoFlux’s applicable hourly rates for work of this kind—CargoFlux provides sufficient information for the Customer to verify that the above-mentioned technical and organisational precautions have been taken.

11.5. To the extent that the Customer uses information, user names or passwords relating to third-party information or services in relation to CargoFlux, the Customer warrants that the disclosure of such information and CargoFlux’s processing of such information do not violate any rights or agreements with third parties. The Customer must indemnify CargoFlux against any loss in connection therewith.

12. CHANGE OF TERMS

12.1. CargoFlux may change these T&C at any time in any respect. The T&C applicable at any time are available on CargoFlux’s website. CargoFlux aims to provide a reasonable notice period (one month) in connection with any changes by posting a notification on the website. Use of the Application after a change to these T&C constitutes acceptance of the amended T&C. It is for the Customer to remain updated at all times regarding changes to these T&C.

13. DISPUTES

13.1. These T&C are governed by Danish law, and any dispute arising from the subscription, including these T&C, must be brought before the City Court of Copenhagen.

14. VALIDITY

14.1. These T&C were updated on 13 November 2022 and replace previous versions of the T&C.