General Terms and Conditions

2 RIGHT OF USE AND LIMITATIONS TO USE

2.1 Right of Use Pentimenti grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, and revocable right to access and use the Services solely for Customer's internal business operations during the Subscription Period, subject to the terms and conditions of this Agreement and any Service Order.

2.2 Permitted Use Customer and its Authorized Users may use the Services for the following purposes:

• Accessing and using the Application and Deliverables as intended and described in the relevant documentation.

• Processing and storing Customer Data in accordance with the functionalities provided by the Services.

• Receiving and utilizing support services as specified in the Service Level Agreement.

2.3 Prohibited Use Customer and its Authorized Users shall not:

• Use the Services for any purpose that is illegal or prohibited by this Agreement.

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except to the extent expressly permitted by applicable law.

• Modify, alter, tamper with, or create derivative works of any software included in the Services.

• Interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein.

• Attempt to gain unauthorized access to the Services or their related systems or networks.

• Rent, lease, loan, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available to any third party, except as expressly permitted by this Agreement.

• Use the Services to transmit, store, or distribute any material that infringes any intellectual property rights or violates the privacy or other rights of any third party.

• Use the Services to transmit, store, or distribute any viruses, malware, or other harmful software.

2.4 Enforcement and Consequences Pentimenti reserves the right to monitor Customer's use of the Services to ensure compliance with this Agreement. If Pentimenti reasonably believes that Customer or its Authorized Users have violated this Section 2, Pentimenti may, without limiting any other rights or remedies available to Pentimenti, immediately suspend or terminate Customer’s access to the Services.

2.5 Notification of Unauthorized Use Customer shall promptly notify Pentimenti of any unauthorized use of, or access to, the Services, or any other known or suspected breach of security related to the Services. Customer will cooperate with Pentimenti in any investigation and take all reasonable steps to prevent the recurrence of any such unauthorized use or access.

2.6 Customer Responsibilities Customer is responsible for:

• Ensuring that all Authorized Users comply with the terms and conditions of this Agreement.

• Maintaining the confidentiality and security of login credentials for all Authorized Users.

• Ensuring that its use of the Services, including the transmission and storage of Customer Data, complies with all applicable laws and regulations.

 

3. PENTIMENTI OBLIGATIONS

3.1. Pentimenti shall provide the Services with due skill and care in accordance with the highest professional standards.

3.2. Pentimenti represents and warrants that it complies, and shall continue to comply with, all applicable laws, regulations, and ordinances. Hereunder the directives put forward by the EU AI ACT.

3.3. Pentimenti will maintain adequate insurance coverage against such losses and risks and in such amounts as Pentimenti believes to be prudent and customary within the businesses in which Pentimenti is engaged.

3.4. Pentimenti shall notify Customer in advance of any significant changes or updates to the Services, including maintenance schedules and new feature releases.

 

4. CUSTOMER OBLIGATIONS

4.1. Customer is responsible for providing its Authorized Users with access to systems or used, as is necessary for Pentimenti to perform the Services. Whitelisting of the application URL and enablement of the SFTP server used for Data Upload.

4.2. Customer represents and warrants that it complies with all applicable laws, rules, and regulations applicable to its use of the Services.

4.3. Customer shall access the Services only to the extent authorized by Pentimenti, and it shall ensure only Authorized Users access the Services.

4.4. Customer shall prevent any harmful use of the Application, hereunder ill intent to trick or extract other data or produce other outputs from the Application than what they are authorized to access, the Customer will be responsible or liable for any miss-use of the Application.

4.5. Pentimenti shall not be responsible or liable for the portion of any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of Customer’s obligations under this Agreement.

 

5. INVOICING AND PAYMENT

5.1. Unless otherwise agreed in the Service Order, Pentimenti will issue annual invoices to Customer in advance for each 12-month term during the Subscription Period, and Customer will pay Pentimenti all Undisputed Fees within 14 days of the date of invoice.

An Undisputed Fee means an invoice, or portion thereof, that has been received by Customer, and about which Customer has not in good faith raised concerns within 30 days of the invoice being issued and payment becoming due. Any payments made by Customer shall be non-refundable, unless otherwise expressly provided herein.

5.2. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Pentimenti's income. Customer is responsible for any fees resulting from or associated with Customer’s requirement that Pentimenti use a third-party billing agent, portal or system.

5.3. Any late payment shall be subject to a late fee of 1.5% per month, or the maximum rate permitted by law, whichever is lower.

 

6. OWNERSHIP OF DATA

6.1. Customer shall retain, and have all ownership, rights, title, and interest in and to, all Customer Data. No right, title, or interest in or to Customer Data whatsoever shall be transferred to Pentimenti by virtue of the Services, the Service Order or otherwise. Customer is solely responsible for the content, quality and accuracy of Customer Data as made available by Customer; and for ensuring that such Customer Data complies with applicable laws and regulations including, but not limited to, the EU General Data Protection Regulation (2016/679).

6.2. Pentimenti shall retain and have all ownership, rights, title, and interest, including all intellectual property rights, in and to the Services and all software, improvements, enhancements and modifications thereto, including but not limited to, all models, methodologies, tools, procedures, documentation, know-how and processes that Pentimenti will use in delivering the Services and producing the Deliverables.

6.3. Pentimenti may use Customer Data for security and operations management and to improve and enhance our Services. Any use of Customer Data for these purposes will be in compliance with applicable data protection laws.

 

7. INDEMNIFICATION

7.1. Pentimenti shall defend and indemnify Customer against all direct losses, liabilities, damages, costs, and expenses (“Losses”) incurred by Customer resulting from any action or claim from a third party that the Services, or Customer’s use of the Services in accordance with this Agreement, infringe or misappropriate such third party’s intellectual property rights.

7.2. Customer shall defend and indemnify Pentimenti against all direct Losses incurred by Pentimenti resulting from any action or claim from a third party that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights.

7.3. The above obligations for Pentimenti to defend and indemnify will not apply in the event that a claim arises from or relates to: (i) use of the Services not in accordance with the Agreement; (ii) Customer’s use of the Services in violation of applicable laws; (iii) any modification, alteration or conversion of the Services not created or approved in writing by Pentimenti; or (iv) Customer’s gross negligence or wilful misconduct; or (v) Customer’s use of third party services, systems, applications or programs.

7.4. Each party’s obligations according to this Section 7 are subject to informing the indemnifying party of the alleged infringement or misappropriation as soon as reasonably practicable after becoming aware of the same and that the indemnified party takes no prejudicial action, including admitting liability or proposing settlement. Each party shall have sole discretion and authority to negotiate, settle, litigate, or otherwise dispose of the alleged infringement or misappropriation.

7.5. If any part of the Services becomes subject to a claim of infringement for which Pentimenti must indemnify Customer as described above Pentimenti may at its option and expense attempt to remedy the infringement by: (i) procuring the right for Customer to continue to use the Services, or (ii) modifying or replacing the Services so that it becomes non-infringing. If Pentimenti determines that neither alternative is reasonably available, Provider may terminate the affected Service Order and provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination.

7.6. This section states the sole liability and the exclusive remedy of each party with respect to any indemnification claims arising out of or related to this Agreement.

 

8. LIMITATION OF LIABILITY

8.1. Exclusion of Damages: EXCEPT FOR: (I) A PARTY’S INDEMNIFICATION OBLIGATIONS ARISING FROM INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS PURSUANT TO SECTION 7, (II) FRAUD OR WILFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF CUSTOMER'S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, SALES, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, GOODWILL, REPUTATION OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

8.2. Total Liability. IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION AND USE OF THE SERVICES EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO TEMPLAFY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

 

9. CONFIDENTIALITY

9.1. During the term of the Agreement, either party may disclose (the “Disclosing Party”) to the other party (the "Receiving Party”) know-how, information, ideas, or materials of a technical or creative nature, designs and specifications, computer source and object code, and other materials and concepts relating to either party’s products, services, processes, technology or other intellectual property rights, orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information (collectively “Confidential Information”). Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any

obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

9.2. The Receiving Party will use the same degree of care to protect the confidentiality of the Disclosing Party’s Confidential Information that it uses to protect its own Confidential Information (but not less than reasonable care). The Receiving Party may disclose Confidential Information of the Disclosing Party to (i) professional advisors where necessary and (ii) to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of compelled disclosure, to the extent legally permitted.

9.3. The Parties agree that the Disclosing Party may suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of the Agreement, and that the Disclosing Party shall be entitled to seek injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages to the extent legally possible from the relevant jurisdiction.

9.4. The confidentiality obligations under this section shall survive the termination of this Agreement for a period of two (2) years.

 

10. DATA SECURITY

10.1. Pentimenti shall (i) maintain commercially reasonable administrative, technical and physical safeguards designed for the protection, confidentiality and integrity of Customer Data, and that meet or exceed the requirements of prevailing industry standards or an applicable third-party security assurance standard such as ISO 27001, SOC 2 or ISAE 3402 and the terms of the Data Processing Agreement.

10.2. In the event of a data breach affecting Customer Data, Pentimenti shall notify Customer without undue delay and provide information regarding the nature and scope of the breach, the affected data, and the measures taken to address the breach.

10.3. Pentimenti shall process Customer Data only in accordance with the documented instructions from Customer unless required to do otherwise by applicable law. In such cases, Pentimenti will inform Customer of that legal requirement before processing, unless prohibited by law on important grounds of public interest.

10.4. Pentimenti shall ensure that its personnel engaged in the processing of Customer Data are informed of the confidential nature of the Customer Data, have received appropriate training on their responsibilities, and have executed written confidentiality agreements.

 

11. TERMINATION

11.1. The contract is irrevocable for the agreed contract period. Each party commits to fulfilling all their respective obligations and responsibilities as described in the agreement without the possibility of termination before the end of the contract period.

11.2.  If the agreement will automatically renew at the end of each term either party provides written notice of cancellation at least 90 days prior to the renewal date. This notice must be sent via certified mail or another verifiable method of delivery to ensure receipt by the other party. Failure to provide such notice will result in the automatic renewal of the agreement for an additional term under the same terms and conditions.

11.3. Either party may terminate the Agreement and any related Service Order upon written notice with immediate effect in the event that (1) the other party materially breaches its obligations under this Agreement, and: (i) such breach is incapable of remedy; (ii) if the breach is capable of remedy, and the party does not remedy the breach within thirty (30) days of receiving notice from the other party of such breach; or (2) the other party becomes bankrupt, ceases payments, applies for company reconstruction, goes into liquidation or otherwise may be considered to be insolvent. Termination must be made in writing in order to be valid.

11.4. Effect of expiration or termination: Upon expiration or earlier termination of this Agreement, Customer and its Authorized Users shall immediately discontinue use of the Application. Pentimenti will deactivate all accounts as soon as possible to prevent further access. Customer may request the return or deletion of Customer Data within 30 days of termination. Any associated fees for data retrieval will be specified in the Service Order.

 

12. GENERAL PROVISIONS

12.1. The Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter and supersedes all prior understandings or agreements, both written and oral. In the event of any inconsistency between the Service Order and General Business Terms and these General Terms and Conditions, the Service Order and General Business Terms govern.

12.2. Neither party may assign any of its rights or obligations under the Agreement without the other party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign any and all of its rights and obligations under the Agreement to a successor in interest in the event of a merger or acquisition or to an affiliate, upon written notice to the other party.

12.3. In no event shall either party be liable to the other party for any failure or delay in performing its obligations under the Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, epidemic, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

12.4. No amendment to or modification of the Agreement is effective unless it is in writing and signed by an authorized representative of each party.

 

13. CHOICE OF LAW AND ARBITRATION
13.1 This Agreement is governed by Danish law, regardless of the consequences of international private law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
13.2 Arbitration
13.2.1 In case a dispute regarding a legal or technical question arises between Pentimenti and the Customer, either party may request an opinion from an independent expert in accordance with the Rules regarding Legal/Technical Opinions in IT cases adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
13.2.2 If the proceedings according to the Rules regarding Legal/Technical Opinions in IT cases are terminated without a settlement, the dispute shall be settled by arbitration administered by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
13.2.3 The arbitration shall take place in Copenhagen, Denmark, and the language of the arbitration shall be English.
13.2.4 If a single arbitrator is to be appointed, the parties shall agree on the arbitrator. If three arbitrators are to be appointed, each party shall appoint one arbitrator, and the two arbitrators shall appoint the third arbitrator, who shall act as the chairperson of the tribunal. If any arbitrator is not appointed within the specified time limits, the Danish Institute of Arbitration shall make the appointment.
13.2.5 The arbitrator(s) shall have the power to award any remedy that would be available in court, including the power to award injunctive relief. The award rendered by the arbitrator(s) shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction.
13.2.6 The parties agree that the arbitration proceedings, including the existence of the arbitration, the submissions made by the parties, and the outcome of the arbitration, shall be confidential and shall not be disclosed to any third party except as required by law or to the extent necessary to enforce the arbitration award.
13.2.7 Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for interim or conservatory relief, including a temporary restraining order or preliminary injunction, as necessary to protect the rights or property of that party pending the appointment of the arbitrator(s) or pending the arbitrator(s)' determination of the merits of the dispute.
13.2.8 The costs of the arbitration, including the fees of the arbitrator(s), shall be borne equally by the parties, unless the arbitrator(s) decide otherwise in their award.

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14. DISASTER RECOVERY

14.1 Disaster Recovery Plan Pentimenti shall maintain a disaster recovery plan (“Disaster Recovery Plan”) designed to ensure the continuity of the Services in the event of a disaster or other significant disruption. This Disaster Recovery Plan will leverage the capabilities of Microsoft Azure to provide robust and scalable disaster recovery solutions.

14.2 Key Components of the Disaster Recovery Plan The Disaster Recovery Plan shall include the following key components:

14.2.1 Regular backups of Customer Data will be performed and stored in secure, geographically diverse locations within Microsoft Azure. Backups will occur on a daily basis, with retention periods sufficient to meet business continuity requirements.

Backup data will be encrypted in transit and at rest using industry-standard encryption protocols.

14.2.2 The Services will be deployed across multiple Azure regions to ensure high availability and redundancy. In the event of a failure in one region, traffic will be automatically redirected to another region to minimize downtime.

Critical components of the infrastructure will be configured for automatic failover to ensure that the Services remain operational in the event of a hardware or software failure.

14.2.3 Recovery Time Objectives (RTO) and Recovery Point Objectives (RPO)

The Disaster Recovery Plan shall be designed to achieve a Recovery Time Objective (RTO) of four (4) hours and a Recovery Point Objective (RPO) of one (1) hour. These objectives will ensure that the Services can be restored quickly and that data loss is minimized.

14.2.4 Pentimenti will conduct regular testing of the Disaster Recovery Plan, including simulated disaster recovery exercises, to ensure its effectiveness. Any issues identified during testing will be promptly addressed and remediated.

The Disaster Recovery Plan will be reviewed and updated annually or as necessary to address changes in business requirements, technology, or regulatory obligations.

14.3 Customer Responsibilities Customer shall also have responsibilities to ensure the effectiveness of the Disaster Recovery Plan, including but not limited to:

14.3.1 Customer shall ensure that all data provided to Pentimenti for backup is accurate and complete. Pentimenti is not responsible for any data integrity issues that arise from inaccuracies or omissions in Customer Data.

14.3.2 Customer shall comply with any requests from Pentimenti to assist with disaster recovery testing or drills, including providing necessary access and resources to facilitate these activities.

14.4 Notification and Communication In the event of a disaster or significant disruption, Pentimenti shall promptly notify Customer and provide regular updates on the status of the recovery efforts. Communication will be maintained through designated points of contact to ensure timely and accurate information flow.

14.5 Limitations While Pentimenti shall make every reasonable effort to ensure the effectiveness of the Disaster Recovery Plan, Pentimenti does not warrant that the Services will be uninterrupted or error-free in the event of a disaster. The Disaster Recovery Plan is intended to minimize downtime and data loss but cannot eliminate all risks associated with disasters.