1. Description of service

Wired Relations is a web-based software system based on the concept of Software as a Service. The service is provided on an as is and as available basis. Your use of Wired Relations is at your sole risk.

2. Commencement date

The commencement date for the subscription takes effect from the date you accept the terms & conditions while signing up for a subscription of Wired Relations.

You have seven (7) calendar days right of cancellation when signing up for Wired Relations. If you want to use your right of cancellation, you must send a written notice within the seven (7) calendar days to hello@wiredrelations.com.

This agreement replaces any prior agreement or offer concerning Wired Relations. Any amendment or addition to this agreement must be made in writing and signed by duly authorised representatives from both parties.

3. Pricing

3.1 License pricing

Wired Relations will charge a fee per access to dedicated Wired Relations system as stipulated under Prices on the website https://wiredrelations.com.

The fee for Wired Relations is charged with effect from the commencement date until the effective date of termination. All fees are exclusive of all taxes or duties imposed by governing authorities. You alone are responsible for payment of all such taxes or duties, excluding only Danish taxes.

3.2 Change in license pricing

All prices/fees are subject to revisions in accordance with Wired Relations’ price list. Price increases must be notified 30 days in advance and will take effect from the next invoice period. The price increase shall be reasonable in view of market conditions from time to time for similar services. Price increases reflecting the development in the Danish net price index shall always be deemed reasonable. The current prices/price list is to be found when you buy new licences and/or modules in Wired Relations.

3.3 Payment

Wired Relations and add-on modules are invoiced in advance for an invoice period. Any objections to an invoice must be communicated by e-mail to hello@wiredrelations.com within 10 days of the date of invoice. Otherwise, the invoice shall be considered approved.

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

All invoices are due for payment within 14 days.

3.4 Wired Relations Services pricing

You may purchase Wired Relations Services by placing an order based on quote provided by us. The Services will be provided as explained in the quote with regards to type of Service, delivery period, billing type on hourly fee or fixed fee. Fees for Services are in addition to your license subscription and are exclusive of all taxes or duties imposed by governing authorities. You alone are responsible for payment of all such taxes or duties.

All Services are performed remotely, unless you and we otherwise agree. For Services performed on-site, we will charge you a standard hourly fee from our office address to your office address one-way. If flight and/or accommodation is required you will reimburse us our fully reasonable costs for all expenses incurred in connection with the on-site Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.

If the Services are performed based on prepaid voucher/fee, those hours will expire as stipulated in the order but latest one hundred and eighty (180) days from purchase. If the Services provided are not complete at the end of the delivery period due to your failure to make the necessary resources available to us or to perform your obligations, such Services will be deemed to be complete at the end of the delivery period. If the Services provided are not complete at the end of the delivery period due to our failure to make the necessary resources available to you or to perform our obligations, the delivery period will be extended to allow us to complete such Services.

We might provide some or all elements of the Services through third party service providers. Wired Relations does not provide legal services. Legal services can be facilitated and invoiced by Wired Relations but is provided by third party service providers without any legal commitment from Wired Relations. It is your responsibility to clarify legal responsibility and commitment for legal services between you and the third party.

Services are non-cancellable and all fees for Services are non-refundable.

4. Support and maintenance

Support is provided by e-mail (hello@wiredrelations.com) Monday to Friday (Danish public holidays excluded) in the period from 9 AM to 4 PM CET.

Bugs are categorised to be fixed as described below:

• Low priority bugs not impacting the availability and usage of the software will be corrected in connection with the first following upgrade or patch.

• Normal priority bugs affecting the usage but not the availability of the software will be corrected within maximum 12 days from receipt of your complaint.

• High priority bugs leading to denial of service on parts of the solution will be corrected within maximum 48 hours from commencement of the first working day following the receipt of your complaint.

• Urgent priority bugs leading to denial of service on the entire solution will be corrected within maximum 24 hours from the receipt of your complaint.

4.1 Downtime

The definition of downtime is that Wired Relations is unavailable for the end users and has not been advertised as excused down time as defined below.

Wired Relations’ service level objective for hosting services availability is 99.7% or higher, when calculated as average performance per quarter in a calendar year.

In order to initiate a claim for downtime compensation, you must contact Wired Relations with the following information: (a) Company name and contact information; (b) the date and begin/end time of the claimed outage(s); and (c) a brief description of the characteristics of the claimed outage(s).

You will be notified within 10 days of the request with the resolution of the request. If rejected, the notification will specify the basis for rejection. If approved, Wired Relations will issue a compensation to your account calculated as a percentage (“Weighting factor”) of the total hosting fee in the calendar quarter in which the outage occurred. This compensation will be deducted from the next invoice issued.

Service metrics Potential up time Service level Weighting factor:

Wired Relations availability 7*24*365

4.2 Excused down time

Regular maintenance of Wired Relations and updates of the servers will be for all customers and is not seen as unavailability as described under the paragraph about Downtime. During our excused downtime, you should be aware that access to Wired Relations will be closed down for a limited period (preferably during night time CET, if possible). When maintenance updates are installed, your primary support contact persons will get a written notice prior to the excused downtime minimum five days in advance.

Minor outage up to five (5) minutes during the night time (between 24 – 06 CET) can occur, when we release normal updates to Wired Relations. This is excused down time although not announced prior to the update.

Wired Relations reserves the right to move your hosting site to another server in our hosting environment for operational reasons which is also seen as excused downtime. Wired Relations strives to give at least 10 days written notice. Wired Relations cannot be held responsible for any external expenses you might have regarding the move.

5. Client requirements

5.1 Technical requirements

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

We offer free usage of bandwidth, however, if excessive usage resulting in low performance for other Wired Relations customers or significantly exceeds the average bandwidth usage (as determined solely by Wired Relations) of other Wired Relations customers, we reserve the right to immediately disable your account to find a solution for improvement of performance. In this case, we will assist in finding a solution that does not affect other Wired Relations customers.

5.2 Browsers

As default, Wired Relations supports the latest two versions of the below internet browsers:

• Google Chrome

• Internet Explorer

• Microsoft Edge

• Mozilla Firefox

• Safari

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

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

6. Termination of your subscription

You are solely responsible for the proper termination of your account. You may terminate your account at any time by sending an email to hello@wiredrelations.com with your name and site URL.

Termination of this agreement should be e-mailed to Wired Relations no later than three (3) months prior to a new invoicing period for your present Wired Relations subscription.

There will be no refund, if you terminate the subscription before the end of your current payment period. There is no termination fee. In the event of termination, your account will be disabled by the end of the paid license period and you may not be granted access to your account or any files or other content contained in your account although remaining copies of information may remain in our system.

Wired Relations may terminate the agreement by three (3) months written notice to the end of your present subscription/invoicing period.

Subscription period for Wired Relations FREE is one year per period from commencement date with a continued yearly renewal.

6.1 Intellectual property rights

You acknowledge that Wired Relations owns all software rights, title and interest in and to Wired Relations, including, without limitation, all intellectual property rights. Such rights are protected by Danish and international intellectual property laws. Wired Relations claims no intellectual property rights over the data and material you enter into Wired Relations.

Both parties shall keep in strict confidence, and keep safe and secure, any information which is of a confidential nature, during and after cooperation. The parties acknowledge and agree that the customer materials and customer data are information of a confidential nature. This obligation continues in the event of a termination of this agreement.

6.2 Proper use

You agree that you will:

• provide your accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of Wired Relations. You are responsible for maintaining the confidentiality of your Wired Relations password and account, and you are furthermore responsible for all activities made on the account.

• use Wired Relations in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence.

• not re-sell, duplicate, reproduce or exploit any part of Wired Relations without the express written permission of Wired Relations.

• be responsible for all activity made by your users.

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

7. Customer data

Wired Relations is allowed to use data in general benchmarking reports, for statistical purposes as well as for the delivery of certain features such as e.g. Wired Relations Quick Create (quick creation of systems, providers etc.), of course, without it being possible to identify where the information comes from, and as long as the individual customer data is not highlighted and data from minimum 50 customers is used in the reporting, statistic and feature.

Wired Relations may state the fact that your company is a user of the software in its marketing material and activities.

Wired Relations will send relevant information about upgrades, offers and other news to the primary contact persons at your company.

8. Data integrity

Wired Relations processes personal information only for the purposes for which it was collected and in accordance with these terms & conditions. We review our data collection, storage and processing practices to ensure that we only collect, store and process the personal information needed to provide or improve our services or as otherwise permitted under these terms & conditions. We take reasonable steps to ensure that the personal information we process is accurate, complete and current, but we depend on our users to update or correct their personal information whenever necessary.

Wired Relations does not warrant that Wired Relations will be bug-free or operate in combination with any other hardware, software, system or data, and that low priority bugs will be corrected

It is your own responsibility to validate that the data you use for reports and other calculations are correct.

9. Liability of provider

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

10. Force majeure

Force majeure is any set of circumstances outside a party’s reasonable control, preventing or adversely affecting the performance of that party’s duties under the agreement. For the avoidance of doubt, lack of funds must never be deemed force majeure. Break-down of Wired Relations’ systems due to viruses or hackers shall be deemed force majeure, provided Wired Relations had taken preventive action in accordance with normal practice in the industry.

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

Wired Relations shall not be liable to pay any compensation or damages to the extent that the non-performance is due to force majeure.

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

11. Indemnification

The failure of Wired Relations to exercise or enforce any right or provision of the terms & conditions shall not constitute a waiver of such right or provision. The terms & conditions constitutes the entire agreement between your company and Wired Relations and governs your use of Wired Relations, superseding any prior agreements between you and Wired Relations (including, but not limited to, any prior versions of the terms & conditions).

12. Applicable law and disputes

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

13. Changes

We reserve the right, at our sole discretion, to modify or replace these terms & conditions at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use Wired Relations after those revisions become effective, you agree to be bound by the revised terms & conditions. If you do not agree to the new terms, please stop using Wired Relations.

14. Questions

If you have any questions regarding these terms & conditions, please contact us at hello@wiredrelations.com