This Software-as-a-Service agreement (the "Agreement") is entered into on [Date] 
BETWEEN
(1)	Sund & Bælt Partner A/S, a limited liability company incorporated under the laws of Denmark (registered under CVR no. 26019133 with the Danish Business Authority) (“S&B Partner”); and

(2)	[Customer], a company incorporated under the laws of [Country] (registered under VAT no. [●]) and with its registered address at [Address] (the "Customer")
- S&B Partner and the Customer referred to separately as a "Party" and collectively as the "Parties"
1	INTRODUCTION
1.1	This Agreement governs the Customer's use of the service set out in Appendix 1 (the "Service"). 
1.2	The Service is merely intended as an indicative guideline and not as any decisive factor in the assessment of infrastructure. S&B Partner provides no guarantee or warranty as to the accuracy of the Service and accepts no liability for loss incurred in connection with the Service.
 
2	CUSTOMER'S ACCESS AND USER RIGHTS
2.1	Contingent upon both Parties signing the Agreement and the Customer's payment of the Charges, S&B Partner grants to the Customer an individual, time-limited, non-exclusive, revocable, non-transferrable, right to use the Service subject to the terms and conditions set out in this Agreement, including Appendix 1.
2.2	The Service may only be used by the Customer for the Customer's ordinary course of business. Notwithstanding this, any service provider or consultant to Customer as well as any robots deployed by Customer may use and access the Service, provided the rights of such access and use is solely for the benefit of the Customer and within the Customer's ordinary course of business.
2.3	Customer will get access to new versions, updates, service packs, releases and hot-fixes as part of the Services at no additional charges.
2.4	Use of the Service in violation of this Agreement entitles S&B Partner to receive payment for any excess use in accordance with current Charges plus a penalty fee of 200 % and additional losses and damages, if any.
3	THE CUSTOMER’S OBLIGATIONS
3.1	The Customer, and any party granted use of the Service in accordance with Clause 2.2, shall:
3.1.1	Ensure that the use of the Service is within the terms set out in the Agreement;
3.1.2	Secure and protect the proprietary rights in the Service;
3.1.3	Ensure that no copies of the Service in any form is made without the express, written permission of S&B Partner;
3.1.4	Reproduce any copyright notice on all material related to, or part of, the Service on which any such copyright notice is displayed;
3.1.5	Not remove any copyright notices, trademarks, trademark credits, confidentiality notice, mark, legend or other information included in the Service.
4	INTELLECTUAL PROPERTY RIGHTS
4.1	All intellectual property rights pertaining to the Service are owned by S&B Partner or third parties contracted by S&B Partner, and any modifications and enhancements therein and any other deliverable by S&B Partner under the Agreement, shall accrue to or continue to vest in S&B Partner, including the right to amend, modify, redistribute and transfer such intellectual property rights.
4.2	The Customer retains ownership of all intellectual property rights for data processed through the Service, and the Customer may at all times delete data uploaded to the Service. By submitting, uploading or otherwise processing such data through the Service, the Customer grants to S&B Partner a worldwide, non-exclusive, royalty-free, transferrable license to use, copy, adapt, modify and distribute such data solely for the purpose of training the algorithm deployed and for other statistical purposes. 
5	CHARGES
5.1	As consideration for the Service, the Customer shall pay a fee as set out in Appendix 1 (the “Charges”). 
5.2	All fees are stated exclusive of VAT and other taxes.
5.3	Payment must take place no later than thirty (30) days after the invoice date. 
5.4	In case of delayed payment, S&B Partner is entitled to interest in accordance with the Danish Act on Interest in the event of Late Payment (in Danish: "Renteloven").
6	SALES TAXES
6.1	If any sales taxes are imposed by reason of this Agreement or the Licenses, the Customer agrees to pay such taxes. Furthermore, the Customer agrees to pay all imposts, taxes and dues imposed outside Denmark in connection with payments under this Agreement or related to the delivery of the Service to the Customer.
7	AUDIT
7.1	S&B Partner may inspect the Customer's use of the Service in order to ensure compliance with the terms set out in this Agreement. S&B Partner shall provide reasonable prior notice. The inspection may be conducted by either S&B Partner itself or an independent third party IT consultant or auditor (not being a competitor to the Customer) subject to such third party undertaking customary confidentiality obligations. 
7.2	The Customer shall assist S&B Partner in its inspection by providing access to relevant premises and provide relevant documentation. Customer shall bear all of its own costs and expenses incurred in connection with any such audit.
7.3	S&B Partner shall present all results of inspections to the Customer. In the event of use by the Customer beyond the scope of this Agreement, the Customer shall immediately settle such underpayment in accordance with Clause 2.4. In addition to this, the Customer shall pay all reasonable expenses incurred by S&B Partner related to such inspection.
7.4	S&B Partner's right to inspect the Customer's use of the Service shall expire 12 months after expiry of the Agreement.
8	WARRANTIES AND EXCLUSION OF WARRANTIES
8.1	S&B Partner shall deliver the Service free from any right or claim of a third party based on intellectual property, provided that the right or claim is based on intellectual property under the law of the place of delivery.
8.2	Except for the warranty in Clause 8.1, the Service is provided to the Customer "as is" without warranty of any kind. Whilst S&B Partner continuously takes steps to ensure the quality of the Service, S&B Partner does not guarantee or provide any warranty as to the quality, reliability, accuracy or completeness of the Service.
8.3	Customer acknowledges that the Service is merely intended to be used as an indicative guideline and not as the sole and/or decisive factor in the assessment of infrastructure. For this reason, S&B Partner cannot be held liable for any loss arising from or related to the Service.
8.4	S&B Partner does not warrant that operation of the Service will be uninterrupted or error free or that all errors will be corrected and S&B Partner disclaims all warranties with regard to the Service, express or implied, including any implied warranties of fitness for a particular purpose, merchantability or merchantable quality.
8.5	S&B Partner has no responsibility for content provided by third parties and is merely providing access to such content to the Customer. 
8.6	S&B Partner cannot and do not guarantee that the Service will be free from viruses and/or other code that may have contaminating or destructive elements. It is the Customer's responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy the Customer's particular requirements as to the safety and reliability of the Service.
9	LIMITATION OF LIABILITY 
9.1	Notwithstanding the above, neither Party shall be liable for any incidental, consequential or indirect loss, including loss of data, profits, business, revenue or goodwill. 
9.2	In any event, S&B Partner's maximum liability towards the Customer for any and all claims, losses, damage or liabilities arising from or relating to the Service, whether arising in contract, tort or otherwise, shall be limited to the Charges actually paid by the Customer to S&B Partner in the last 12 months prior to the event giving rise to such claims, losses, damage or liabilities.
10	INDEMNITY
10.1	Subject to the limitations set out in Clause 9, S&B Partner shall indemnify and hold the Customer harmless from any third-party claim, demand, action, damage, loss, cost or expense arising out of an alleged infringement of third party rights from the use of the Service. This indemnity shall be applicable without regard to the negligence of S&B Partner.
10.2	Subject to the limitation set out in Clause 9, the Customer shall indemnify and hold S&B Partner harmless from any third-party claim, demand, action, damage, loss, cost or expense arising out of the Customer's use of the Service. This indemnity shall be applicable without regard to the negligence of the Customer.
11	TERM AND TERMINATION 
11.1	This Agreement commences upon the Customer's payment of the initial Charges and continues until terminated by either Party.  
11.2	Either Party may terminate the Agreement for convenience by providing three (3) months' written notice with effect from the end of a month. However, if the Customer has opted for yearly payment of Charges, such termination cannot take effect before the expiry of such yearly term (provided that a minimum notice of three (3) months has been provided before the date of expiry of the yearly term). 
11.3	If either Party is in material breach of this Agreement, the other Party may by written notice request the Party in breach to remedy such breach within 30 days after receipt of the notice. If the breach is not capable of being remedied or if it is not remedied within the 30 days, the non-breaching Party may terminate the Agreement by written notice with immediate effect. 
12	EFFECTS OF TERMINATION
12.1	Upon termination of the Agreement, and no matter the reason for termination, the Customer shall immediately cease any use of the Service and shall pay for the Service until the date of termination. 
12.2	Any provisions, rights and obligations which are fit for surviving the termination of this Agreement (for whatever cause), including confidentiality obligations, shall survive the expiration.
13	COMPLIANCE WITH LAWS 
13.1	Each Party shall remain responsible for its own compliance with applicable laws relevant to the performance of its obligations under this Agreement, including any requirements to hold regulatory approvals. 
13.2	S&B Partner does not in any way warrant that the Service will ensure compliance with laws and regulations applicable to the Customer or that the Service will enable the Customer to meet applicable law and regulatory requirements.
14	PERSONAL DATA
14.1	The Customer may not under any circumstance use the Service for processing personal data.
15	FORCE MAJEURE
15.1	Either Party is entitled to suspend the performance of its obligations under this 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.
15.2	Any circumstance referred to in Clause 15.1, whether occurring prior to or after entering into this Agreement, only entitles a Party to suspension if its effect on the performance of this Agreement could not have been foreseen at the time of entering into this Agreement.
15.3	The Party claiming to be affected by any circumstance referred to in Clause 15.1 shall, without undue delay, notify the other Party of the intervention and of the cessation of such circumstance.
15.4	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 from the circumstances that the performance of this Agreement will be and is suspended under Clause 15.1 for more than thirty (30) Days.
16	CONFIDENTIALITY
16.1	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 this 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 this Agreement. For the purpose of this Agreement "Confidential Information" means a Party's commercial and operational information and knowhow and any other information not generally known or reasonably ascertainable.
16.2	The Parties shall ensure that their employees also observe this Clause 16.
17	ASSIGNMENT
17.1	S&B Partner is entitled to assign its rights and obligations under the Agreement to a third party without consent from the Customer. 
17.2	The Customer may not assign its rights and obligations under the Agreement without prior, written consent from S&B Partner. 
18	AMENDMENTS
18.1	S&B Partner may revise the terms and conditions of the Agreement, including in respect of Charges, by providing thirty (30) days' prior written notice to the Customer. 
18.2	If the Customer cannot accept the revised terms of the Agreement, the Customer must notify S&B Partner in writing within fourteen (14) days of the notification by S&B Partner in which case the Agreement will be terminated on the day prior to the revised terms entering into force.  
18.3	For the avoidance of doubt, S&B Partner may without the acceptance of the Customer change, amend and update any technical aspects, technical specifications and/or technical requirements related to the Service. 
19	CONTACT AND NOTICES
19.1	Any notices given under or in relation to the Agreement must be provided in writing in accordance with the contact information below.
To S&B Partner:
Attn.: [Title and name of contact person]
[Address]
Telephone: [●]
E-mail: [●]

To Customer:
Attn.: [Title and name of contact person]
[Address]
Telephone: [●]
E-mail: [●]
20	INTERPRETATION
20.1	In case of discrepancies between this Agreement and Appendix 1, this Agreement shall take precedence.
21	GOVERNING LAW AND DISPUTE RESOLUTION
21.1	The laws of Denmark govern the Agreement, disregarding the Danish choice of law rules.
21.2	Any dispute arising out of or in connection with this Agreement, including any dispute regarding the existence, validity or termination hereof which cannot be settled amicably between the Parties, is to be brought before the Maritime and Commercial Court in Copenhagen or, if this court is not competent, before the City Court of Copenhagen.