Terms of service for business customers. Clear terms, Danish law.

§1 The Parties and Company Information

These terms of service (the "Terms") are entered into between:

• Arcili ApS, Denmark ("Arcili", "we", "us" or the "provider"), as supplier of the software-as-a-service platform marketed under the product name "Arcili" (the "Service"), and
• the company or other business entity that creates an account, places an order or otherwise begins using the Service (the "Customer", "you" or "your").

Arcili and the Customer are each referred to as a "Party" and together as the "Parties".

Commercial enquiries (subscription, ordering, billing) should be directed to [email protected]. Enquiries regarding security and data protection should be directed to [email protected]. You may contact us at any time at the addresses stated or at the registered address set out above.

§2 Definitions

In these Terms, the following terms have the meanings set out below, whether used in the singular or plural:

• "Service": Arcili's cloud-based SaaS platform for real estate development, including the web application, mobile application, APIs, associated analyses, valuations, reports and documentation, and the modules and features to which the Customer has access under the Agreement, as made available by Arcili.
• "Agreement": the entire contractual basis between the Parties, consisting of the Order Confirmation (including any individually negotiated framework agreement), the Data Processing Agreement, these Terms and any appendices, service descriptions, SLA and policies expressly incorporated.
• "Order Confirmation": the document or electronic order confirmation (including upon online account creation) that specifies the subscription ordered, its scope, modules, number of Users/seats, any usage or data limits, price and Subscription Period.
• "Subscription" and "Subscription Period": respectively the subscription tier and scope, and the period during which the Customer is entitled to use the Service, as stated in the Order Confirmation.
• "User" / "Named User": a named natural person at the Customer or at the Customer's authorised affiliates whom the Customer grants personal access to the Service under the Customer's account.
• "Credentials": username, password, API keys, tokens and other means of access used to access the Service.
• "Customer Data": all data, documents, projects, parameters, notes, comments, uploads and other content, including any personal data, that the Customer or its Users upload, enter or generate in the Service, as well as the analyses, valuations and reports generated specifically for the Customer on that basis.
• "Data Processing Agreement" or "DPA": the separate data processing agreement governing Arcili's processing of personal data on behalf of the Customer.
• "Data Protection Legislation": the General Data Protection Regulation (GDPR), the Danish Data Protection Act and other applicable Danish and EU data protection law.
• "In writing": notice by e-mail to the contact addresses designated by the Parties or via the Service's administration interface shall constitute written communication, unless otherwise expressly agreed.

§3 Formation and Entry into Force of the Agreement

The Agreement is formed by the Customer's active acceptance. When creating an account or placing an order, the natural person acting on behalf of the Customer must tick the checkbox next to the reference to these Terms and actively click "I accept the Terms" (or an equivalent clear acceptance action). This active acceptance — and not merely accessing or browsing the website or the Service — constitutes the Customer's binding acceptance of the Terms.

The Agreement enters into force at the earliest of the following points in time: (i) when the Customer completes the active acceptance described above in connection with account creation, (ii) when Arcili confirms the Customer's order by way of an Order Confirmation, or (iii) when the Customer or its Users first begin using the Service.

By completing the active acceptance, creating an account, placing an order or using the Service, the Customer confirms that it has read, understood and accepted these Terms and the remaining contractual basis. An order placed by the Customer becomes binding on Arcili only when confirmed by an Order Confirmation or when Arcili grants the Customer access to the Service.

The natural person who accepts these Terms, creates an account or places an order on behalf of the Customer warrants that they have the requisite authority and power to bind the Customer to the Agreement. If a person accepts the Terms without such authority, that person shall be personally liable for the obligations under the Agreement to the extent the Customer is not bound, in accordance with the general rules on authority and agency. The Customer is responsible for managing and restricting, via the Service's administration functions, which of the Customer's Users may enter into or amend subscriptions and binding orders.

§4 Business Customers — No Consumer Agreement

The Service is provided exclusively to business customers, i.e. companies and other legal entities as well as natural persons acting in the course of their trade or profession. The Service is not directed at, and may not be used by, consumers.

The Customer warrants that it enters into the Agreement in the course of its business and that the mandatory rules of the Danish Consumer Contracts Act, including the rules on the right of withdrawal, do not apply. The Agreement is a business-to-business (B2B) agreement, and consumer protection legislation does not apply to the relationship between the Parties.

If Arcili establishes that a customer is in fact a consumer, Arcili is entitled to refuse or terminate access to the Service.

§5 Provision, Subscription and Access to the Service

5.1 Arcili makes the Service available to the Customer as a subscription-based software service (SaaS) accessed remotely over the internet. The Service is provided as access to the version operated from time to time. The Customer receives no copy of the software, and no ownership or copyright in the Service or any part thereof is transferred.

5.2 The scope of the Customer's access — including the modules, features, number of Users/seats and any usage or data limits covered — is set out in the Order Confirmation and the selected subscription plan. If the Customer wishes to increase the number of Users, add modules or exceed agreed usage limits, this is done by an additional order on the then-current terms and prices.

5.3 Access is granted through individual user accounts. The Customer administers user access via the Service's role-based access control per module, so that each User has access only to the modules and features necessary for that person's role. Arcili supports enterprise single sign-on (SSO) via SAML 2.0 and OIDC, as set out in the Agreement.

5.4 Access requires the Customer to have up-to-date equipment, a browser and an internet connection meeting the system requirements stated by Arcili. Arcili is not responsible for matters outside the Service, including the Customer's own equipment, network or third-party services.

5.5 Processing of personal data in the Service is governed by the Data Processing Agreement and the Privacy Policy; see the data protection section.

§6 Right of Use of the Service (Licence)

6.1 During the Subscription Period, Arcili grants the Customer a time-limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Service for the Customer's own internal business purposes within the property sector in accordance with the Agreement. The right of use is conditional upon the Customer paying the agreed fees and complying with the Terms.

6.2 The right of use covers only the modules, features and scope set out in the Order Confirmation, and may be exercised solely by the Customer and the Customer's Users. The Customer may not make the Service available to, or use the Service for the benefit of, any third party unless expressly set out in the Agreement.

6.3 The Service is provided as a service (software-as-a-service); no copy of the software is transferred, and the Customer acquires no ownership or other intellectual property rights in the Service. All rights not expressly granted to the Customer are reserved by Arcili and its licensors, as set out in the Arcili intellectual property section.

6.4 The right of use does not extend to authorised public-authority tasks (e.g. authorised cadastral surveying); the Service provides a data basis, analyses and decision support, not authorised advice.

6.5 On termination of the Agreement, the right of use ceases and the Customer's access is closed, as set out in the section on the effect of termination.

§7 Named Users, Seats and Account Security

7.1 A Named User is personal and may not be shared between several individuals. Credentials may not be used by or disclosed to anyone other than the relevant User. The Customer may reassign a User's access to another natural person where the original user permanently ceases to require access (e.g. on leaving or internal reassignment), but not to circumvent the user-count limit by rotating occasional users.

7.2 If Arcili finds that the Customer's actual use persistently exceeds the agreed scope, Arcili may, on prior notice, adjust the Subscription upwards and invoice for the excess use that has occurred, in accordance with the Agreement. Arcili may use reasonable technical measures to measure and enforce the scope.

7.3 The Customer is responsible for all activity that takes place under the Customer's accounts and Users' Credentials, unless the activity is attributable solely to Arcili. The Customer shall:

• ensure that Credentials are kept confidential and stored securely, and are not shared in breach of the Terms;
• ensure that the Customer's Users comply with the Agreement and the Acceptable Use Policy;
• grant and revoke access in a timely manner, including immediately revoking access for users who cease to be eligible;
• use the security features made available by the Service, including role-based access control and, where relevant, SSO and multi-factor authentication; and
• without undue delay notify Arcili at [email protected] of any suspected unauthorised access, compromise of Credentials or other security incident concerning the Customer's accounts.

7.4 The Customer warrants that any person accessing the Service under the Customer's accounts complies with the Agreement, and the Customer is liable for their acts and omissions as for its own. Arcili may log access and use in an audit log for the purposes of security, troubleshooting and compliance with the Terms, as described in the Privacy Policy and the Data Processing Agreement.

§8 Acceptable Use Policy (AUP)

8.1 The Customer and the Customer's Users shall use the Service responsibly, lawfully and in accordance with the Agreement. In particular, the Customer shall:

• use the Service only for lawful, commercial purposes;
• comply with applicable law, including data protection, marketing and intellectual property law;
• respect the rights of third parties, including intellectual property rights and personal data rights;
• ensure that Customer Data uploaded or processed in the Service has been lawfully obtained and that the Customer has the necessary basis for the processing; and
• refrain from conduct that may harm, overload or degrade the operation, security or integrity of the Service or other customers' use of it.

8.2 Data relating to cadastral, ownership, building and transaction matters etc. accessed via the Service and originating from public registers may be used only for the Customer's own commercial purposes and in accordance with the terms applicable to the relevant registers and applicable law, including data protection rules. Such data may not be used to create competing registers, for bulk extraction for resale, or for other purposes contrary to the registers' terms of use.

8.3 Arcili may issue supplementary, reasonable guidelines for acceptable use, which will be communicated to the Customer and which form part of this policy.

§9 Prohibited Conduct

The Customer and the Customer's Users may not, and may not permit or assist any third party to:

• copy, modify, translate, decompile, disassemble or reverse engineer the Service or otherwise attempt to derive source code, models, underlying ideas, algorithms or data structures, except and only to the extent expressly permitted by mandatory law;
• access, host, scrape, crawl, index or systematically extract data from the Service using automated methods beyond the APIs and export/reporting functions and limits made available by Arcili under the Agreement;
• resell, rent, lend, lease, distribute, time-share or otherwise make the Service or access to it available to any third party, including as a service bureau, unless otherwise agreed;
• circumvent, disable or interfere with security, access, scope or usage restrictions in the Service, including user-count limits for Users or usage limits;
• use the Service's output to train or develop a competing service, model or database, or to copy the Service's features, interface or design;
• upload, store or process content that is unlawful, infringing or defamatory, or that infringes the rights of third parties, or content containing malware, viruses or other harmful code;
• use the Service to send unsolicited marketing (spam) or for purposes contrary to applicable law or good practice;
• subject the Service to abnormal load, security testing, penetration testing or benchmarking without Arcili's prior written consent; or
• remove, obscure or alter copyright notices, trademarks or other proprietary notices in the Service or in output generated by the Service.

The prohibitions apply whether or not the act is carried out for gain.

§10 Prices, Invoicing and Payment

10.1 The Customer pays the fees (subscription fee and any additional charges) set out in the Agreement. Unless expressly stated otherwise, the subscription fee is invoiced in advance for each billing period. Add-on services and usage beyond what has been agreed are invoiced in arrears or on a running basis.

10.2 All prices are stated in Danish kroner (DKK) unless otherwise agreed, and are exclusive of VAT and any other public taxes or duties; see the VAT and taxes section. The subscription fee covers access to the modules and the number of Users/seats agreed. Purchases of additional Users, modules, capacity or other add-on services are charged separately at the prices in force from time to time or as agreed.

10.3 Onboarding, implementation, data import, integration, consultancy, training or other professional services are not included in the subscription fee unless expressly stated in the Agreement, and are charged on a time-spent basis at Arcili's applicable hourly rates or as separately agreed.

10.4 If, during a billing period, the Customer increases its usage beyond what has been agreed (e.g. additional seats or modules), the fee is adjusted proportionately with effect from the date of the increase. A reduction takes effect no earlier than the next renewal period unless otherwise agreed.

10.5 Payment is due net 30 days from the invoice date, unless expressly agreed otherwise in the Order Confirmation. Payment is made by bank transfer or another payment method specified by Arcili and is deemed made when the amount has been received by Arcili. Invoices are issued electronically to the billing/email address provided by the Customer, who is responsible for keeping its billing and contact details up to date.

10.6 Any objection to an invoice must be submitted in writing to [email protected] within the period stated in the Agreement after the invoice date. If no objection is raised in time, the invoice is deemed approved. An objection to part of an invoice does not entitle the Customer to withhold payment of the undisputed part.

10.7 The Customer may not set off its own claims against Arcili's claims without Arcili's prior written consent, unless the Customer's claim is undisputed or has been finally established by a court.

§11 Default Interest and Payment Default

11.1 If the Customer fails to pay by the expiry of the net 30-day payment deadline, cf. the prices and payment section, default interest accrues from the due date until payment is made, at the rate applicable from time to time under section 5 of the Danish Interest Act. Arcili is also entitled to charge reminder fees and the fixed compensation amount for recovery costs in accordance with sections 9a and 9b of the Danish Interest Act, and to claim reasonable recovery costs.

11.2 If a due payment has not been received within a reasonable period after Arcili has made a written demand for payment, Arcili is entitled to suspend or restrict the Customer's and its Users' access to the Service until payment is made in full, cf. section 32 on suspension. Suspension does not release the Customer from its obligation to pay for the remainder of the Subscription Period.

11.3 Persistent or material payment default entitles Arcili to terminate the Agreement with immediate effect; see the section on termination for material breach. Arcili's restoration of access following suspension may be made conditional on payment of any outstanding amount and reasonable recovery costs, as well as a reactivation fee where so agreed.

11.4 Data belonging to the Customer is not deleted solely as a result of suspension. Deletion takes place only upon termination of the Agreement in accordance with the Data Processing Agreement and the section on data export and deletion upon termination.

§12 VAT and Taxes

12.1 All prices are exclusive of VAT. VAT and any other applicable taxes, duties or public charges are added to the invoice at the rate applicable from time to time and are borne by the Customer, unless mandatory law provides otherwise.

12.2 For business customers established in an EU member state other than Denmark who provide a valid VAT registration number, invoices are issued without Danish VAT under the reverse charge rules pursuant to the Danish VAT Act. The Customer is responsible for accounting for VAT in its home country.

12.3 The Customer warrants the accuracy of the VAT information, including its VAT number, that it provides. If such information proves incorrect and Arcili is consequently charged VAT or duty, the Customer is obliged to reimburse Arcili that amount plus any interest and penalties.

12.4 If the Customer is required by law to withhold tax from payments to Arcili, the Customer shall gross up the payment so that Arcili receives the full invoiced amount as if no withholding had been made.

12.5 If applicable tax rates or rules change, the invoiced tax amounts are adjusted accordingly without notice, and such adjustment does not constitute a price change under the section on price changes.

§13 Price Changes and Notice

13.1 Arcili may adjust the subscription fee and the prices of add-on services with effect from the start of a new Subscription Period (upon renewal). Any such adjustment is notified to the Customer in writing with the notice period stated in the Agreement, and if none is stated, with reasonable notice before the new period begins.

13.2 Notwithstanding clause 13.1, Arcili may once a year adjust the subscription fee in line with the development in the net price index (consumer price index) published by Statistics Denmark over the preceding 12 months, without this giving the Customer a right of extraordinary termination. Such index adjustment is notified in writing with the notice period stated in the Agreement.

13.3 If a notified price adjustment under clause 13.1 materially exceeds the index adjustment under clause 13.2, the Customer is entitled to terminate the Agreement with effect from the date the adjustment takes effect, by written notice given before the adjustment takes effect. If the Customer does not terminate, the price adjustment is deemed accepted.

13.4 Changes in VAT, taxes or other publicly imposed amounts, as well as adjustments resulting from the Customer's own change in usage (additional seats/modules), do not constitute price changes under this section and may be made without notice.

13.5 Agreed prices within a binding Subscription Period are fixed for that period, subject however to clauses 13.2 and 13.4, unless otherwise expressly agreed.

§14 Trials and Free Access

14.1 Where Arcili offers the Customer a free trial, demo, freemium or beta functionality ("Free Access"), it applies only to the extent and for the period specified by Arcili and may at any time be changed, limited or terminated by Arcili without notice and without liability.

14.2 Free Access is provided "as is" without any warranty, without the uptime SLA agreed in the Agreement and without support, unless expressly stated otherwise. Beta features may be incomplete and may change without notice.

14.3 Unless expressly agreed, a free trial does not automatically convert into a paid subscription. If the Customer wishes to continue after the trial expires, a paid subscription must be entered into. However, if it was expressly and clearly stated at sign-up that the trial automatically converts into a paid subscription, this happens unless the Customer cancels before the trial expires.

14.4 On expiry of the trial or Free Access without conversion to a paid subscription, the Customer's access ceases, and data entered by the Customer may be deleted after a reasonable period in accordance with the Data Processing Agreement. Arcili encourages the Customer to export relevant data before expiry.

14.5 The remaining provisions of the Terms — including on data protection, confidentiality, intellectual property and limitation of liability — also apply during Free Access, to the extent they apply by their nature.

§15 Term, Automatic Renewal and Ordinary Termination

15.1 The Agreement takes effect on the Effective Date and runs for the Subscription Period set out in the Order Confirmation. If no period is specified, the agreement is deemed entered into for an indefinite term (e.g. a rolling monthly subscription) and may be terminated by either Party in accordance with clause 15.3.

15.2 Unless otherwise stated in the Agreement, the Subscription Period renews automatically for a further period of the same length, unless a Party gives notice of termination with the notice period stated in the Agreement before the end of the then-current period. Arcili sends the Customer a reminder of the upcoming automatic renewal in reasonable time before the notice deadline, including information about any notified price adjustment.

15.3 Either Party may terminate the Agreement for convenience, without cause, on the notice stated in the Agreement, effective at the end of the then-current Subscription Period. Termination must be given in writing to [email protected] or via any termination/self-service function available in the Service. The terminating Party bears the risk that the termination is received before the deadline expires.

15.4 Ordinary termination does not affect the Customer's obligation to pay the fees for the entire current Subscription Period. Fees prepaid for the period after the termination takes effect are refunded only where the Agreement expressly so provides.

15.5 Termination takes effect at the end of the agreed notice or the current Subscription Period, and access to the Service ceases from that point, as set out in the section on the effect of termination.

§16 No Refunds

16.1 Subscription fees and other prepaid amounts are not refunded, in whole or in part, upon the Customer's early termination, non-use or reduced use of the Service, or suspension due to the Customer's breach, unless otherwise expressly agreed or required by mandatory law.

16.2 Clause 16.1 does not apply where the Customer lawfully terminates the Agreement for Arcili's material breach. In that case, Arcili refunds the pro rata portion of prepaid amounts relating to the period after the effective date of termination, without limiting the Customer's other remedies within the scope of the limitation of liability section.

16.3 Any service credits for failure to meet the agreed uptime SLA constitute the Customer's sole remedy for that SLA matter and are settled as set out in the Agreement, not as a cash refund, unless otherwise agreed.

16.4 Any refund that is due is made to the account from which payment was originally received, or as agreed, within the period stated in the Agreement.

§17 Arcili's Intellectual Property, Trademarks and Third-Party Components

17.1 The Service, including the software, source code, object code, user interfaces, data models, scoring and valuation models, algorithms, calculation logic, report templates, design, graphics, layout, documentation and all related know-how, belongs to Arcili or its licensors. All intellectual property rights therein — including copyright, trademark rights, design rights, database rights and trade secret rights — remain the property of Arcili or its licensors. Nothing in the Agreement transfers ownership of any intellectual property right to the Customer, who obtains only the right of use described in the right-of-use section.

17.2 Any improvement, update, further development or derivative work of the Service, however it arises, belongs to Arcili, subject to the feedback section.

17.3 "Arcili", the Arcili logo and the names of the Service's modules, features and built-in assistants are trademarks and identifiers of Arcili. The right of use does not include any right to use Arcili's trademarks beyond what is necessary for the ordinary, proper use of the Service. Neither Party may use the other Party's name, trademark or logo in marketing without prior written consent. Arcili may, however, identify the Customer as a reference customer by name and logo in a non-prominent form (e.g. a customer list), unless the Customer objects in writing to [email protected]. Any goodwill arising from use of Arcili's trademarks accrues to Arcili.

17.4 The Service may contain or use software components from third parties, including open-source software. Such components are provided under their respective licence terms, which, in the event of conflict, prevail over these Terms in respect of that particular component. Third-party components do not alter the ownership of the Service as a whole. Arcili provides no separate warranty for third-party or open-source components beyond the other provisions of the Agreement. A list of material open-source components and their licences can be provided on request to [email protected].

§18 Customer Data — Ownership, Delivery Licence and Feedback

18.1 The Customer retains full ownership and all intellectual property rights in Customer Data. Arcili acquires no ownership rights in Customer Data. Customer Data also includes the analyses, valuations and reports generated specifically for the Customer on the basis of Customer Data, while the underlying platform, models and generic templates remain the property of Arcili, as set out in the Arcili intellectual property section.

18.2 The Customer warrants that it has the necessary rights to the Customer Data it inputs, and that inputting and processing it in the Service does not infringe third-party rights or applicable law.

18.3 The Customer grants Arcili and Arcili's approved sub-processors a non-exclusive, royalty-free right to host, store, copy, back up, display, transmit and otherwise process Customer Data, to the extent necessary to provide, operate, maintain, secure and support the Service during the term of the Agreement. The licence applies solely to the delivery of the Service; Arcili does not use Customer Data for its own, unrelated purposes. Processing and hosting of Customer Data take place in Denmark and the EU; no Customer Data is transferred to the United States, and no sub-processors outside the EU are used. As regards personal data within Customer Data, the Data Processing Agreement prevails over this clause in the event of conflict. The licence ceases on termination of the Agreement, after which Customer Data is handled in accordance with the section on data export and deletion and the Data Processing Agreement.

18.4 If the Customer or the Customer's Users provide Arcili with suggestions, ideas, recommendations, bug reports or other feedback concerning the Service ("Feedback"), the Customer grants Arcili a perpetual, irrevocable, royalty-free, worldwide and transferable right to freely use and incorporate the Feedback into the Service without any obligation to the Customer. Feedback does not include Customer Data and must be provided in a form that does not contain confidential Customer Data or personal data; to the extent it does, such data continues to be treated as Customer Data and under the Data Processing Agreement respectively. Improvements based on Feedback belong to Arcili.

§19 Aggregated and Anonymised Data

19.1 Arcili may derive, generate and use aggregated and anonymised data arising from use of the Service, including statistics, trends, benchmarks and technical operational and improvement data, to operate, measure, secure, improve and further develop the Service and its models.

19.2 Aggregated and anonymised data is processed so that it cannot, directly or indirectly, be attributed to the Customer, the Customer's Users or any identifiable natural person, and does not constitute personal data within the meaning of the Data Protection Legislation. The anonymisation is genuine and irreversible, such that re-identification is not possible by means reasonably likely to be used, cf. recital 26 of the General Data Protection Regulation, and the data therefore falls outside the scope of the GDPR. Arcili never publishes or discloses data in a manner that identifies the Customer or the Customer's projects, and does not disclose personal data. Such aggregated data does not constitute Customer Data.

19.3 This right does not affect the Customer's ownership of Customer Data and is exercised in accordance with the Data Protection Legislation, including the principles of data minimisation and purpose limitation, and the Data Processing Agreement. Model training and further development are carried out only on anonymised/aggregated data and never on raw Customer Data without a separate contractual basis.

19.4 Business customers may, by separate agreement, including an enterprise or framework agreement, opt out of the use of their data for the derivation of aggregated and anonymised data for Arcili's product development. Such an opt-out does not affect Arcili's processing that is necessary to provide, operate and secure the Service for the Customer.

§20 Public Register Data and Data Sources

20.1 The Service collects and presents data from public registers and sources, including cadastral, property, ownership, building and transaction data. Such public data is owned neither by the Customer nor by Arcili; it is made available on the terms applicable to the respective public sources.

20.2 Arcili endeavours to reproduce public register data accurately and up to date, but does not warrant the correctness, completeness or timeliness of the public sources. The Service's analyses and valuations constitute a decision basis and do not replace the Customer's own due diligence or professional advice.

20.3 To the extent public register data contains personal data, and such data is accessed, enriched or combined within the Customer's projects, notes or reports, Arcili processes such personal data as a data processor on behalf of the Customer in accordance with the Data Processing Agreement and the data protection section on roles and responsibilities. The Customer is the data controller for this and determines the purposes and means. The resulting output is treated as Customer Data, while the underlying public data remains subject to the terms of the public sources.

20.4 The Customer may use public register data from the Service only for lawful business purposes within the property sector and in accordance with applicable law, including data protection and marketing law.

§21 Data Protection — Roles and Responsibilities

21.1 In relation to personal data processed via the Service, Arcili acts in two distinct roles:

• As a data processor for the personal data that the Customer or the Customer's Users enter, upload or otherwise make subject to processing in the Service (part of the Customer Data), as well as for the personal data within public register data that is accessed, enriched or combined in the Customer's projects, notes or reports. The Customer is the data controller for such data and determines the purposes and means.
• As an independent data controller solely for the personal data that Arcili processes about the Customer's contacts and Users in order to create and administer accounts, deliver, secure and improve the Service, billing, support and statutory compliance ("Account and Usage Data").

21.2 The Parties agree that Arcili is not a joint controller with the Customer under Article 26 of the General Data Protection Regulation for any processing of personal data within Customer Data or within the public register data accessed and combined in the platform. For such data, Arcili acts solely as a data processor on behalf of the Customer.

21.3 Arcili's processing of personal data as a processor is governed by the Data Processing Agreement, which is entered into between the Parties and forms an integral part of the Agreement. The DPA sets out, among other things, the purposes, categories of data and data subjects, instruction arrangements, security, use of sub-processors and deletion, and can be requested at [email protected]. Arcili processes such personal data only on the Customer's documented instructions, unless processing is required under EU or Danish law.

21.4 Arcili's processing of Account and Usage Data as a controller is carried out in accordance with the Privacy Policy. Personal data is never sold. The processing is based on data minimisation and purpose limitation, so that only data necessary for the agreed purposes is processed.

21.5 Arcili assists the Customer — to the extent reasonable and as further set out in the Data Processing Agreement — in meeting the Customer's obligations, including handling data subject requests (access, rectification, erasure and data portability) as well as impact assessments and prior consultations.

21.6 Further information is set out in the Privacy Policy, the Cookie Policy, the Data Processing Agreement and on the Security & compliance page. In the event of conflict regarding the processing of personal data, the Data Processing Agreement prevails.

§22 Data Security

22.1 Arcili maintains appropriate technical and organisational security measures to protect the Customer's data against unauthorised access, loss, alteration and disclosure, in accordance with Article 32 GDPR and recognised industry standards.

22.2 The measures include, as a minimum: (a) encryption of data in transit (TLS 1.3) and at rest (AES-256); (b) role-based access control per module and support for enterprise single sign-on via SAML 2.0 and OIDC; (c) an audit log of security-relevant events, exportable for the Customer's audit; (d) regular backups; and (e) hosting exclusively within the EU.

22.3 The Customer's data is hosted and processed within Denmark and the EU. No personal data is transferred to the United States, and no sub-processors outside the EU are used. Further detail is set out on the Security & compliance page.

22.4 A summary of security testing (penetration test) and an up-to-date list of sub-processors is provided on request to [email protected]. Arcili may change the specific measures over time, provided the level of security is not materially reduced.

22.5 The Customer is responsible for the secure handling of its own Credentials, for the correct assignment of user roles and access, and for ensuring that the data it uploads may lawfully be processed in the Service.

§23 Personal Data Breach Notification

23.1 If Arcili becomes aware of a personal data breach affecting Customer Data, Arcili notifies the Customer without undue delay so that the Customer can meet its own obligations, including any notification to the Danish Data Protection Agency within 72 hours under Article 33 GDPR.

23.2 The notification contains — to the extent the information is available — a description of the nature of the breach, the categories and approximate number of data subjects and records affected, the likely consequences, and the measures taken or proposed to address the breach and mitigate its effects. Information may be provided in phases as it becomes available.

23.3 Arcili takes reasonable measures without undue delay to contain, investigate and remediate the breach and to prevent recurrence, and documents breaches in accordance with Article 33(5) GDPR.

23.4 Arcili does not make a notification to the Danish Data Protection Agency or a communication to data subjects on the Customer's behalf unless otherwise separately agreed, as the Customer, being the controller of Customer Data, is responsible for this. For breaches affecting Account and Usage Data, where Arcili is the controller, Arcili independently fulfils its obligations under Articles 33 and 34 GDPR.

23.5 Breaches are reported and may be notified to [email protected]. The detailed procedures, deadlines and contact channels are set out in the Data Processing Agreement, which prevails in the event of any inconsistency regarding the processing of Customer Data.

§24 Mutual Confidentiality

24.1 "Confidential Information" means any information — in any form — that one Party (the "Disclosing Party") makes available to the other Party (the "Receiving Party") in connection with the Agreement, and which is either marked as confidential or which by its nature ought reasonably to be regarded as confidential. This includes, without limitation, business plans, project, property and portfolio data, pricing, Order Confirmations, technical information about the platform, security measures and know-how.

24.2 The Receiving Party may use Confidential Information solely to perform its obligations and exercise its rights under the Agreement, and shall protect it with at least the same degree of care as it applies to its own comparable information, and in no event less than reasonable care.

24.3 Confidential Information may only be disclosed to employees, affiliated companies, advisors and sub-contractors who have a need-to-know and who are bound by confidentiality obligations no less protective than these. The Receiving Party is responsible for such persons' compliance.

24.4 The obligation does not cover information that: (a) is or becomes publicly available without breach by the Receiving Party; (b) was lawfully in the Receiving Party's possession without a duty of confidentiality prior to receipt; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of the Confidential Information.

24.5 If the Receiving Party is required to disclose Confidential Information by law, court order or binding authority requirement, it shall — to the extent legally permitted — notify the Disclosing Party without undue delay and limit the disclosure to what is required.

24.6 The confidentiality obligation applies during the term of the Agreement and for the period after termination stated in the Agreement. For information constituting trade secrets, the obligation applies for as long as the information retains its character as a trade secret under the Danish Trade Secrets Act. Processing of personal data is governed separately by the data protection sections and the Data Processing Agreement.

§25 Availability, Maintenance and Support (SLA)

25.1 Arcili performs the Service with the professional skill and care that may reasonably be expected of a professional provider of comparable services, and guarantees a monthly uptime of 99.9%, measured per calendar month and calculated as set out in clause 25.2. Current operational status is published on an ongoing basis at status.arcili.com, showing ongoing and historical incidents and scheduled maintenance. Information on historical uptime on the status page is provided for information only and does not in itself constitute a separate service level.

25.2 The uptime of 99.9% is calculated per calendar month as the proportion of the month's total minutes during which the Service is available. Downtime is excluded from the availability calculation where it is caused by: scheduled maintenance or necessary emergency maintenance; force majeure; circumstances at the Customer or its Users; faults or interruptions in third-party services, public data registers or internet infrastructure outside Arcili's reasonable control; or the Customer's own integrations or use contrary to the Agreement or the documentation.

25.3 Arcili carries out ongoing maintenance and updates. Scheduled maintenance is, where possible, performed outside normal business hours and announced with reasonable notice on the status page and/or by e-mail to the Customer's administrators; such maintenance is not treated as downtime. Arcili may carry out emergency or necessary maintenance without prior notice where required to safeguard the security, integrity or stability of the Service or to address an actual or potential security breach, and in such cases will endeavour to limit the impact and inform the Customer as soon as possible.

25.4 Arcili provides support regarding the use and operation of the Service to the extent and within the response times set out in the Agreement. Commercial enquiries are directed to [email protected]; enquiries regarding security and data protection to [email protected]. Unless otherwise agreed, support does not cover: (i) the Customer's own integrations, scripts or customisations, (ii) faults or deficiencies in third-party services or public data registers, (iii) training, consultancy or data ingestion beyond what has been agreed, or (iv) matters arising from the Customer's use contrary to the Agreement or the documentation.

25.5 If, in a calendar month, Arcili fails to meet the guaranteed uptime of 99.9%, service credits are provided as further set out in the SLA/Agreement. Service credits constitute the Customer's sole remedy in respect of a pure deviation from the uptime target, unless mandatory law provides otherwise.

§26 Changes, Further Development, Deprecation and Pre-release Features

26.1 The Service is a standardised software service that is developed on an ongoing basis. Arcili is entitled at any time to change, update, improve, restructure or add features, including changes to the user interface, architecture and technical solutions, provided that the overall core functionality of the Service is materially maintained during the Subscription Period. Arcili is not obliged to develop or maintain any specific feature unless expressly set out in the Agreement; statements regarding planned or future features (roadmap) are indicative only and do not constitute a binding commitment.

26.2 Where a change results in a material degradation of core functionality which the Customer has specifically subscribed to, this will be announced with reasonable notice on the status page and/or by e-mail to the Customer's administrators. Where such a material degradation is not attributable to legal requirements, security considerations or matters outside Arcili's reasonable control, and the degradation causes material inconvenience to the Customer, the Customer may terminate the affected subscription with effect from the entry into force of the change against a pro rata refund of any prepaid subscription fees for the unused period.

26.3 Arcili may deprecate individual features, modules, integrations or older versions where justified on operational, security or development grounds. Deprecation of a feature the Customer uses to a material extent will be announced with reasonable notice, and where relevant Arcili will endeavour to provide a replacement feature or migration path. Where a deprecated feature has been used to store or process the Customer's data, Arcili will ensure that, for a reasonable period prior to deprecation, the Customer can access and export the relevant data in a commonly used, structured and machine-readable format. Deprecation of an individual feature does not in itself constitute a material breach; where it results in a material degradation of core functionality, clause 26.2 applies correspondingly.

26.4 Arcili may make available features marked as "beta", "preview", "early access", "experimental" or similar ("Pre-release Features"). Pre-release Features are provided "as is" without any warranty and without SLA and support obligations, unless otherwise expressly agreed in writing, and may at any time be changed, limited, suspended or withdrawn without notice. The Customer uses Pre-release Features at its own risk and should not rely on them for business-critical processes. Processing of personal data in Pre-release Features remains subject to the Data Processing Agreement and the Data Protection Legislation.

§27 Disclaimer — Provided "As Is" and "As Available"

27.1 Beyond the express obligations set out in the Agreement, the Service is provided "as is" and "as available". To the fullest extent permitted under Danish law, Arcili disclaims all other representations and warranties, whether express or implied, including any implied warranty of merchantability, satisfactory quality, uninterrupted or error-free operation, and fitness for the Customer's particular purpose.

27.2 Arcili does not warrant that the Service will be free from errors or interruptions, that all errors can or will be corrected, or that the Service will operate with third-party hardware, software or systems not specified by Arcili.

27.3 The Service uses data from public registers and algorithmic and AI-based calculations, including price estimates, market-rent and project assessments. Such output constitutes decision support and an estimate based on available data and models. The output is not an authoritative, advisory or final professional conclusion and cannot replace the Customer's own professional, legal, financial or technical assessment. Arcili does not warrant the accuracy, completeness or timeliness of data originating from public registers or other external sources.

27.4 The Customer is responsible for assessing whether the Service and its output are suitable for the Customer's specific use, and for the decisions the Customer makes on that basis.

27.5 The Service may contain links to, or integrations with, third-party services. Arcili is not responsible for the content, availability or operation of such third-party services.

27.6 This disclaimer does not limit the mandatory minimum liability set out in the section on non-excludable liability.

§28 Limitation of Liability

28.1 Arcili is liable in damages under the general rules of Danish law, subject to the limitations set out in this section.

28.2 Arcili is not liable for indirect or consequential loss, including, but not limited to, loss of operation, loss of profit, loss of anticipated savings, loss of goodwill or reputation, loss of or damage to data beyond restoration from the most recently available backup, loss arising from business decisions made on the basis of the Service's output, and claims brought against the Customer by third parties (save as provided in the section on indemnification).

28.3 Arcili's aggregate liability towards the Customer is limited in amount to the total fees and licence payments paid by the Customer for the Service in the 12 months immediately preceding the event giving rise to the claim. The limitation applies regardless of the basis of liability (contract, tort or otherwise) and regardless of the number of claims. Several claims arising from the same or connected circumstances are treated as a single claim.

28.4 A claim for damages must be raised in writing against Arcili without undue delay after the Customer became, or ought to have become, aware of the circumstances giving rise to the claim, and no later than the period stated in the Agreement, failing which the claim is forfeited. This does not affect mandatory limitation rules.

28.5 The limitations in this section do not apply to the extent liability cannot be limited under mandatory Danish law, cf. the section on non-excludable liability.

§29 Non-Excludable Liability

29.1 Nothing in these Terms limits or excludes a Party's liability to the extent such liability cannot be limited or excluded under mandatory Danish law.

29.2 The disclaimers and limitations of liability in these Terms, including the exclusion of indirect loss and the monetary cap, therefore do not apply to: (a) damage caused intentionally or by gross negligence; (b) personal injury; (c) liability under the Danish Product Liability Act, to the extent such liability is mandatory; and (d) any other liability that cannot be limited or excluded under mandatory law.

29.3 In cases covered by this section, the Party is liable under the general rules of Danish law without the limitations otherwise set out in these Terms.

§30 Customer Indemnification

30.1 The Customer shall indemnify Arcili against any claim, loss, liability and reasonable costs (including reasonable legal fees) brought by a third party against Arcili and arising out of: (a) the Customer's use of the Service in breach of these Terms, the Agreement or applicable law; (b) data, content or materials that the Customer or the Customer's Users upload, enter or process in the Service, including claims that such materials infringe third-party rights or have been processed without an adequate legal basis; (c) the Customer's disclosure or commercial use of the Service's output towards third parties; and (d) the acts or omissions of the Customer's Users in connection with the Service.

30.2 The indemnification is conditional upon Arcili (i) notifying the Customer in writing of the claim without undue delay, (ii) granting the Customer reasonable control of the defence and settlement negotiations, provided that any settlement imposing obligations or admissions on Arcili requires Arcili's prior written consent, and (iii) reasonably assisting in the defence at the Customer's expense.

30.3 The processing of personal data in connection with the indemnification and the Parties' mutual responsibility therefor is governed by the Data Processing Agreement and the GDPR, and a contractual indemnification does not alter the direct liability towards the supervisory authority or data subjects under Article 82 GDPR.

§31 Force Majeure

31.1 A Party is not liable for any failure or delay in performing its obligations to the extent performance is prevented or materially impeded by circumstances beyond the Party's reasonable control that the Party could not reasonably have foreseen at the time of entering into the Agreement or have avoided or overcome (force majeure). Such circumstances include, among others, war, terrorism, riot, natural disasters, fire, flood, pandemic and epidemic, public orders and restrictions, general failure of power or telecommunications supply, and large-scale internet outages and coordinated cyber-attacks (including DDoS) not caused by the Party's own failure to maintain agreed security measures. Strikes and lockouts, including among a Party's own employees and among subcontractors, are deemed force majeure.

31.2 The Party invoking force majeure shall, without undue delay, notify the other Party in writing of the event, its expected duration and the mitigating measures taken, and shall use reasonable efforts to limit the effects and resume performance.

31.3 The Parties' obligations are suspended for the duration of the force majeure situation. If the situation continues without interruption beyond the period specified in the Agreement, either Party may terminate the affected part of the Agreement in writing without liability, with services already delivered being settled. Force majeure does not release a Party from payment obligations that fell due before the event occurred, and does not release a Party from the separate obligation to notify a personal data breach.

§32 Suspension of Access

32.1 Arcili may, on reasonable prior notice, suspend or block, in whole or in part, the Customer's and the Customer's Users' access to the Service if: the Customer is in material arrears with payment and has not remedied the matter after demand; there is a concrete security risk, including suspicion of compromised Credentials, unauthorised access or a threat to the integrity of the platform or to other customers' data; the Customer or a User uses the Service in violation of the Agreement, the Acceptable Use Policy or applicable law; or suspension is required to comply with a legal requirement or an order from a competent authority.

32.2 Where a security risk, a legal order or ongoing misuse requires immediate action, Arcili may suspend without prior notice and shall notify the Customer as soon as possible thereafter. Suspension is limited in scope and duration to what is necessary, and where feasible and prudent Arcili will endeavour to suspend only the affected part of the Service rather than the entire access.

32.3 Access is restored without undue delay once the matter giving rise to the suspension has ended. Suspension does not relieve the Customer of payment obligations during the suspension period where the suspension is attributable to the Customer, and does not in itself constitute termination of the Agreement. Arcili is not liable for losses arising from a justified suspension.

32.4 Suspension does not in itself entail deletion of Customer Data. Where access is suspended for non-payment, Arcili shall not cut off the Customer's reasonable access to retrieve its own data solely because of a payment dispute. Suspension does not affect the Parties' right to terminate the Agreement for material breach.

§33 Termination for Material Breach

33.1 Either Party may terminate the Agreement in whole or in part for the other Party's material breach. Material breach includes, among other things, the Customer's failure to pay that is not remedied after demand, breach of the usage rights, breach of confidentiality obligations and use of the Service in violation of the Agreement or applicable law.

33.2 Where the breach is capable of remedy, termination may take place only if the defaulting Party has not cured the breach within the cure period stated in the Agreement after receiving a written demand identifying the breach and requiring remedy. For non-payment, a shorter period may be set in accordance with the Danish Interest Act and the agreed payment schedule.

33.3 Where the breach by its nature cannot be remedied, or where there are repeated material breaches or a breach that seriously endangers the other Party's security, operations or reputation, termination may take place without a cure period.

33.4 Either Party may further terminate the Agreement with immediate effect if the other Party enters restructuring proceedings, files for bankruptcy, is declared bankrupt, goes into liquidation or otherwise suspends its payments, to the extent compatible with the Danish Bankruptcy Act's rules on mutually onerous agreements.

33.5 Termination must be given in writing and state the ground for termination. Termination does not affect the Parties' right to damages under the general rules of Danish law, subject to the limitations set out in the liability sections.

§34 Effect of Termination, Data Export and Deletion

34.1 On termination of the Agreement, for any reason, the Customer's and the Customer's Users' right to access and use the Service ceases with effect from the termination date, subject however to the transition period in clause 34.3. All amounts owed by the Customer to Arcili for services delivered up to the termination date fall due for payment on termination. Where the Agreement terminates due to Arcili's material breach, fees prepaid for services not delivered are refunded pro rata. Termination does not affect rights, obligations or remedies for breach that arose before the termination date.

34.2 On termination, each Party shall cease using the other Party's Confidential Information and — at the other Party's request — delete or return it, unless continued retention is required by law or follows from the section on provisions surviving termination.

34.3 During the term of the Agreement and for a transition period after termination — as set out in the Agreement or the Data Processing Agreement — Arcili makes Customer Data available for export in a commonly used, structured and machine-readable format so the Customer can retrieve its data. The audit log can be exported for the Customer's audit. At the Customer's request and against any agreed reasonable fee, Arcili may assist with a structured data extract or migration beyond the standard export.

34.4 After the expiry of the transition period, Arcili deletes or anonymises Customer Data, including at sub-processors (all located within the EU), unless continued retention is required under EU or Danish law (e.g. bookkeeping legislation). Data in routine backups is deleted as part of the normal backup cycle and remains protected until overwritten. Arcili may retain data for as long and to the extent necessary to establish, exercise or defend legal claims. Arcili confirms deletion upon the Customer's written request, in accordance with the Data Processing Agreement.

34.5 Throughout, Customer Data remains in Denmark and the EU and is not transferred to countries outside the EU/EEA. Personal data that Arcili processes as a controller (Account and Usage Data) is retained and deleted in accordance with the Privacy Policy. The processing of personal data on termination is otherwise governed by the Data Processing Agreement.

§35 Survival of Provisions

35.1 Provisions which by their nature are intended to survive termination of the Agreement continue to apply regardless of the reason for termination. This includes in particular provisions on: payment obligations, whether already due or falling due, for delivered services; confidentiality; liability, limitation of liability, non-excludable liability and indemnification; intellectual property rights and Customer Data; data protection and data export and deletion, including obligations under the Data Processing Agreement; the effect of termination; governing law and venue; and this survival provision.

35.2 Termination of the Agreement does not affect the validity or enforceability of the surviving provisions and does not affect claims that arose before termination.

35.3 Obligations under the Data Processing Agreement, including those concerning confidentiality and deletion of personal data, persist for as long as Arcili retains the Customer's personal data, regardless of whether the other parts of the Agreement have terminated.

§36 Changes to the Terms

36.1 Arcili may amend these Terms, including to reflect changes to the Service, new features, operational or security requirements, changes in applicable law, or supervisory-authority practice.

36.2 Changes that are not materially adverse to the Customer (e.g. clarifications, new features at no additional cost, editorial corrections or changes required by law) take effect upon publication of the updated version.

36.3 Changes that are materially adverse to the Customer will be notified in writing or via the Service with the notice period stated in the Agreement before they take effect, and if none is stated, with reasonable notice. The notice states the effective date and a brief description of the change. If the Customer does not accept such a change, the Customer may terminate the Agreement with effect from the change's effective date by written notice received before the effective date; prepaid amounts for the period after termination are refunded pro rata. Continued use of the Service after the effective date constitutes acceptance of the amended Terms.

36.4 Changes necessary to comply with legislation, regulatory requirements or for reasons of the Service's security may be implemented on shorter notice where the law so requires. Price changes are governed by the section on price changes. Amendments to an individually negotiated agreement require written agreement between the Parties.

§37 Assignment of Rights and Obligations

37.1 The Customer may not, without the prior written consent of Arcili, assign or otherwise transfer its rights or obligations under the Agreement, in whole or in part, to any third party. Consent shall not be withheld without legitimate cause.

37.2 Arcili may assign its rights and obligations under the Agreement to an affiliated company or in connection with a merger, business transfer, reorganisation or sale of all or a substantial part of the business or assets to which the Agreement relates, provided that the assignee assumes Arcili's obligations. Arcili shall notify the Customer of any such assignment without undue delay.

37.3 Assignment does not affect the validity of the Data Processing Agreement; in the event of assignment, Arcili shall ensure that the assignee assumes the obligations of the Data Processing Agreement. Any assignment in breach of this clause is void.

§38 Subcontractors and Sub-processors

38.1 Arcili is entitled to use subcontractors to deliver the Service and is liable for the performance and acts of its subcontractors as for its own.

38.2 Processing of personal data via sub-processors is governed by the Data Processing Agreement, including the requirement of prior notice and the Customer's right to object to new sub-processors. Arcili ensures that sub-processors are subject to data protection obligations no less onerous than those applicable to Arcili under the Data Processing Agreement.

38.3 All sub-processors are established in the EU/EEA. Data remains in Denmark and the EU, and no transfer to the United States takes place. An up-to-date list of sub-processors is provided on request to [email protected], cf. the Data Processing Agreement and the Security & compliance page.

§39 Governing Law and Venue

39.1 These Terms and any agreement entered into on the basis hereof, as well as any dispute or claim (including non-contractual claims) arising out of or in connection with them, are governed by and construed in accordance with Danish law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. The conflict-of-laws rules of Danish law that might lead to the application of the law of another jurisdiction do not apply.

39.2 Before a Party initiates legal proceedings, the Parties shall seek to resolve any dispute amicably through negotiation. The Party asserting a dispute shall give written notice thereof, and the Parties shall meet — in person or virtually — to seek resolution at an appropriate level of management. If the dispute is not resolved by negotiation within 30 days of the written notice, either Party may bring the dispute before the courts, cf. clause 39.3. This does not preclude a Party from seeking interim relief or from interrupting limitation periods.

39.3 Any dispute that cannot be resolved amicably shall be settled by the Danish courts. Disputes falling within the jurisdiction of the Maritime and Commercial High Court (Sø- og Handelsretten) as commercial cases shall be brought before the Maritime and Commercial High Court in Copenhagen; other disputes shall be brought before the court of Arcili's registered domicile as the venue. Notwithstanding this, either Party may at any time bring matters concerning due, undisputed monetary claims before the enforcement court (fogedretten) and seek interim relief before the ordinary courts.

39.4 Each Party bears its own dispute-resolution costs, unless otherwise provided by the court's decision on costs. The GDPR and Danish data protection law apply to the processing of personal data regardless of the governing-law provision.

§40 Entire Agreement and Order of Precedence

40.1 The Agreement between Arcili and the Customer consists of the following documents, which together constitute the entire agreement and shall be read as a whole: (a) the Order Confirmation (including any individually negotiated framework agreement), (b) the Data Processing Agreement, (c) these Terms, (d) any service descriptions, SLA and product documentation made part of the Agreement, and (e) the Privacy Policy and Cookie Policy as regards the processing of personal data and cookies.

40.2 The Agreement supersedes all prior agreements, offers, undertakings, representations and understandings between the Parties — whether written or oral — concerning the same subject matter. Neither Party has relied on any representation or undertaking not expressly set out in the Agreement, provided that nothing in this clause limits liability for fraud or fraudulent misrepresentation.

40.3 In the event of conflict between the documents, the following order of precedence applies, with a higher-ranking document prevailing over a lower-ranking one on the point of conflict: (1) the Order Confirmation/individually negotiated framework agreement, (2) the Data Processing Agreement — but only with respect to the processing of personal data and matters governed by the Data Protection Legislation, (3) any SLA and service descriptions, (4) these Terms, (5) other appendices and policies.

40.4 General purchasing terms, standard terms or other conditions put forward by the Customer shall not apply and shall not form part of the Agreement unless Arcili has expressly accepted them in writing. Failure to object to the Customer's terms does not constitute acceptance. For the processing of personal data, reference is otherwise made to the Data Processing Agreement, the Privacy Policy, the Cookie Policy and the Security & compliance page.

§41 Miscellaneous

41.1 Severability. If any provision is held, in whole or in part, to be invalid, unlawful or unenforceable, this does not affect the validity of the remaining provisions, which remain in full force. In such case, the Parties shall in good faith seek to replace the invalid provision with a valid provision whose commercial and economic effect is as close as possible to the original.

41.2 Waiver. A Party's failure or delay in exercising any right or remedy does not constitute a waiver thereof, and any single or partial exercise does not preclude any further exercise. A waiver is binding only if given in writing by the waiving Party, and applies only to the specific instance and for the express purpose stated.

41.3 Independent parties. The Parties are independent contracting parties. Nothing in the Agreement establishes a general partnership, partnership, joint venture, employment or agency relationship, and neither Party has the right or authority to bind the other Party towards any third party. The Agreement does not confer independent rights on any third party.

§42 Notices and Contact

42.1 Unless expressly stated otherwise in the Agreement, all notices under the Agreement must be in writing and given in Danish or English.

42.2 Notices to Arcili on legal and data protection matters shall be sent to [email protected]. Commercial and contractual enquiries shall be sent to [email protected]. Notices to the Customer shall be sent to the email address or contact person registered by the Customer in connection with the Agreement and/or by notice within the Service.

42.3 A notice is deemed received: (a) by email at the time of transmission, provided the sender does not receive a non-delivery error message, but no earlier than the start of the next business day if sent outside normal business hours; (b) by notice within the Service when made available to the recipient; and (c) by registered letter two business days after dispatch to the Parties' registered address.

42.4 Each Party shall keep its contact details up to date and notify the other Party of changes without undue delay. Purely operational, automated system messages are not deemed formal notices under this clause. Personal data breach notification takes place as set out in the section thereon and in the Data Processing Agreement.