Terms and Conditions Version 5

The current terms and conditions apply to agreements entered into with WEBSHIPPER ApS.

Terms and conditions version 5.0 is effective as of the 28th of February 2020.

1.WEBSHIPPER ApS

1.1.The agreement is entered into between you
(hereinafter referred to as “the Customer”) and WEBSHIPPER ApS, company
registration no. DK35668934, Søndergade 2B, 8600 Silkeborg, e-mail:info@webshipper.com, tel. + 45 71993801.

2. WEBSHIPPER and licensing rights, and the use of the Customer as a reference

2.1.WEBSHIPPER is a subscription-based online service for the automation of freight processes for the Customer.

2.2.The service functions by WEBSHIPPER ApS’ online
systems receiving information and data from the Customer regarding
consignments for further automation and handling of the Customer’s
freight processes. This includes, among other things, communicating and
making bookings with the Customer’s freight suppliers, as well as the
generation of shipping labels (labels with shipping information that the
Customer applies to parcels).

2.3.These terms and conditions shall apply to all
subscriptions, products and services by WEBSHIPPER ApS, as well as to
free trial periods, with due regard to free trials being offered without
any costs.

2.4The Customer only holds a license to use the
services and software associated with the WEBSHIPPER solution for the
duration of the subscription period.

2.4.1. All intellectual property rights to the
WEBSHIPPER system and the associated software, as well as any hardware,
are the exclusive property of WEBSHIPPER ApS.

2.4.2.The Customer cannot transfer the subscription
plan and the associated license to a third party. Furthermore, the
Customer may not use the associated software on devices that are not
owned or controlled by the Customer.

2.4.3.The Customer may not copy, redistribute,
split, modify or produce derivative works of the software associated
with the WEBSHIPPER solution. Furthermore, the Customer may not
decompile, reverse engineer or in any other way attempt to obtain the
source code for the software, updates for the software or parts thereof.
Any attempts made in this regard shall constitute a breach of the
intellectual property rights of WEBSHIPPER ApS.

2.5.The Customer gives consent for WEBSHIPPER ApS to
collect and make use of technical, non-personally identifiable data and
related information, including, but not limited to, information about
the Customer’s devices, systems and software, in order to perform
upgrades, improve the product, product support or other services.

2.6.The Customer gives consent for WEBSHIPPER ApS to
make use of the Customer’s name and logo on all websites owned by
WEBSHIPPER ApS for reference purposes.

3. Subscription plans

3.1. A subscription period shall last for 30 days.

3.2.The BUSINESS, PRO, PRO PLUS, PRO PREMIUM and ENTERPRISE
subscription plans include a maximum number of consignments per
subscription period, which can be used for the duration of the current
subscription period. Furthermore, the aforementioned subscription plans
have a usage cap on how many order channels, users, carriers and
printers the Customer can configure without any additional costs.

3.3.The pricing of any additional consignments, order
channels, users, carriers and printers, as well as any other extensions
or additions, shall be set by contract between the Customer and
WEBSHIPPER ApS.

3.4.The UNLIMITED subscription plan includes a
minimum number of consignments per subscription period to be billed
regardless of the actual number of consignments made. Furthermore, this
subscription plan does not set any limitation on the number of
consignments, order channels, users, carriers and printers that can be
configured.

3.5.The pricing of an UNLIMITED subscription plan shall be set by contract between the Customer and WEBSHIPPER ApS.

4. Billing and billing periods

4.1.BUSINESS, PRO, PRO PLUS, PRO PREMIUM and
ENTERPRISE subscriptions are billed retrospectively in 90-day billing
periods. On the day following the end of every third consecutive 30-day
subscription period, the Customer will be issued with an invoice
relating to the previous three subscription periods as well as anyadditional consignments, extensions and other additions for the duration of the billing period.

4.2.UNLIMITED subscriptions are billed
retrospectively in 30-day billing periods. On the day following the end
of every 30-day subscription period, the Customer will be issued with an
invoice relating to the previous subscription period as well as anyadditional consignments, extensions and other additions for the duration of the billing period.

4.3. If the minimum number of consignments in an UNLIMITED
subscription is not reached during the current subscription period, the
Customer shall be billed at a rate corresponding to the cost of the
minimum number of consignments for the relevant subscription period.

4.4.The billing periods shall form the basis for calculating the notice period according to paragraph 6.4.

5A. Exceeding the maximum number of consignments (WEBSHIPPER v1)

5A.1. This clause shall apply if the Customer uses version 1 of the WEBSHIPPER platform.

5A.2.If the maximum number of consignments per
subscription period is exceeded during the current subscription period,
the Customer’s subscription will automatically be upgraded to the next
higher subscription plan.

5A.2.1.If the maximum number of consignments in a
BUSINESS subscription is exceeded during the current subscription
period, the Customer’s subscription will automatically be upgraded to a
PRO subscription.

5A.2.2.If the maximum number of consignments in a
PRO subscription is exceeded during the current subscription period, the
Customer’s subscription will automatically be upgraded to a PRO PLUS
subscription.

5A.2.3.If the maximum number of consignments in a
PRO PLUS subscription is exceeded during the current subscription
period, the Customer’s subscription will automatically be upgraded to a
PRO PREMIUM subscription.

5A.2.4.If the maximum number of consignments in a
PRO PREMIUM subscription is exceeded during the current subscription
period, the Customer’s subscription will automatically be upgraded to an
ENTERPRISE subscription.

5A.2.5.If the maximum number of consignments in an ENTERPRISE
subscription is exceeded during the current subscription period, the
Customer will be contacted by WEBSHIPPER ApS with a view to negotiate an
upgrade to an UNLIMITED subscription.

5A.3.When the Customer’s subscription has been
upgraded due to the maximum number of consignments per subscription
period having been exceeded, the Customer shall be billed, going
forward, at the most recent rate of the upgraded subscription at the
time of the upgrade taking effect.

5A.3.1. When upgrading to an UNLIMITED subscription, the
Customer’s volume of consignments shall form the basis for the setting
of a fixed price per consignment.

5A.4.When the Customer’s subscription has been
upgraded in accordance with paragraph 5A.2, the upgraded subscription
shall be valid, and the current number of consignments made reset to
zero, as of the day when the maximum number of consignments for the
previous subscription plan was exceeded. The billing periods for the
upgraded subscription, of either 90 or 30 days (depending on the
subscription plan as per clause 4), shall similarly be valid as of the
day when the maximum number of consignments for the previous
subscription plan was exceeded.

5A.5.The full amount due for the previous
subscription period, in which the maximum number of consignments was
exceeded, must be paid regardless of it not having expired. The Customer
shall thus be issued with a final invoice relating to the previous
subscription plan.

5A.6.When the Customer’s subscription has been
upgraded due to the maximum number of consignments per subscription
period having been exceeded, the basis for calculating the notice period
under paragraph 6.4 shall be the billing periods of the upgraded
subscription and likewise for any subsequent upgrades.

Furthermore, there shall be no additional non-cancellation period
under paragraph 6.3, and the existing non-cancellation period shall
continue to be calculated from the date of the receipt by WEBSHIPPER ApS
of the Customer’s acceptance of the initial subscription agreement.

5B. Exceeding the maximum number of consignments or the usage cap (WEBSHIPPER v2)

5B.1.This clause shall apply if the Customer uses version 2 of the WEBSHIPPER platform.

5B.2.If the maximum number of consignments per
subscription period in a BUSINESS, PRO, PRO PLUS, PRO PREMIUM or
ENTERPRISE subscription plan is exceeded, a fee will be charged for the
relevant subscription period for every additional consignment.

5B.3.If the usage cap in a BUSINESS, PRO, PRO PLUS,
PRO PREMIUM or ENTERPRISE subscription plan is exceeded, the recurring
cost of any additional order channels, users, carriers and printers
shall be added to the regular price of the subscription plan.

6. Duration and cancellation

6.1.The subscription shall commence on the date of
the receipt by WEBSHIPPER ApS of the Customer’s acceptance of the
subscription agreement. In the case of trial subscriptions, the
subscription shall commence upon the activation of the trial
subscription by the Customer.

6.2.When one of the parties cancel the subscription
agreement in accordance with paragraphs 6.3, 6.4 and 6.6, the
subscription shall be valid until the expiration of the specified notice
period with due regard to the non-cancellation period. Trial
subscriptions shall automatically expire at the end of the trial
subscription.

6.3.The subscription cannot be cancelled on the part
of the Customer for the duration of the first 360 days of the
subscription period. Therefore, the Customer cannot give notice of
cancellation until the subscription has been valid for 360 days.

6.4.Afterthe expiration of the non-cancellation
period, the Customer may cancel the subscription with a notice
corresponding to the expiration of the current billing period plus 90
days.

Example:After the expiration of the non-cancellation period, a
BUSINESS subscription is cancelled by the Customer when there are 35
days remaining of the current 90-day billing period: The subscription
will terminate upon the expiration of the remaining 35 days of the
current billing period plus 90 days, i.e. the subscription is terminated
125 days after WEBSHIPPER ApS has received the notice of cancellation.

6.5.WEBSHIPPER ApS may cancel the subscription at
any point with a notice period corresponding to the expiration of the
current billing period plus 90 days.

6.6.A notice of cancellation must be given in
writing by both parties (an oral cancellation shall not constitute a
valid cancellation). The notice period shall be calculated from the date
of receipt of the notice of cancellation by the opposite party.

7. Pricing and special agreements

7.1.The pricing of the current subscription plan, as
well as of any additions, shall be specified by contract between the
Customer and WEBSHIPPER ApS.

7.2.If the Customer wishes to purchase any
additional services which are not included in the current subscription
plan, and have not had a price set by contract between the Customer and
WEBSHIPPER ApS, the price must be agreed in advance with WEBSHIPPER ApS
before the service can be delivered.

7.3.All prices are exclusive of VAT unless otherwise
stated. A fee corresponding to the amount paid to the payment provider
shall be  added to all transactions made via credit card or debit card.
Payments made via bank transfer shall be subject to a fee of DKK 50.

8. Liability and defects

8.1.WEBSHIPPER ApS offers no warranties and any
liability towards the Customer shall be limited to an amount
corresponding to the subscription fees paid by the Customer with a
maximum of DKK 10.000 (TEN THOUSAND).

8.2.WEBSHIPPER ApS shall under no circumstance,
regardless of any degree of negligence, be liable for any incidental,
indirect, special, consequential or punitive damages including, but not
limited to, loss of business, revenue, profits, time, goodwill, data or
anticipated savings.

8.3.WEBSHIPPER ApS shall be entitled to provide any remedies or replacements through service partners.

9. Personal data regulations. – The relationship between the
Customer as the Data Controller and WEBSHIPPER ApS as the Data Processor

9.1. The service provided by WEBSHIPPER ApS is a platform for
automating freight processes for the Customer and as a natural part of
this, WEBSHIPPER ApS processes various types of personal data on behalf
of the Customer. This pertains to data about the Customer’s own
customers, i.e. data relating to the persons who are the recipients of
the Customer’s consignments.

This clause concerns the relationship betweenthe Data Controller(the
Customer) andthe Data Processor(WEBSHIPPER ApS) in regard to the
provisions of Regulation (EU) 2016/679 of the European Parliament and of
the Council of 27 April 2016 on the protection of natural persons with
regard to the processing of personal data and on the free movement of
such data, and repealing Directive 95/46/EC (hereinafter referred to as
“the General Data Protection Regulation”).

9.2Processed personal data.

9.2.1.The Data Processor, as part of the WEBSHIPPER
subscription, has access to process the following on behalf of the Data
Controller:

The names and addresses of the recipients.

Information about the individual types of goods to be shipped, as well as the value/price of the goods.

9.3. The purpose and scope of the processing of personal data.

9.3.1.As an integral part of the Data Processor’s
position as the provider of a subscription-based solution for handling
the Data Controller’s freight processes, the Data Processor will process
and store personal data. Furthermore, the Data Controller will exchange
the processed personal data with relevant third parties in the form of
the freight companies which the Data Controller uses and potentially
customs authorities.

9.3.2.The purpose of the processing of personal data is to manage the freight processes of the Data Controller.

9.3.3.The Data Processor may only process personal
data to the extent necessary for the operation of the Data Controller’s
WEBSHIPPER subscription with the Data Processor and/or if the Data
Processor is required by law to do so for other reasons.

9.3.4.The freight companies to which personal data
is transferred, as part of this agreement, are the data processors of
the Customer and not the data processors of WEBSHIPPER ApS. In this
regard, WEBSHIPPER ApS acts only as an intermediary between the Customer
and the existing data processors of the Customer.

9.4.Obligations of the Data Processor

9.4.1.The Data Processor may only process the
personal data in question in accordance with the instructions of the
Data Controller, i.e. the instructions contained in the WEBSHIPPER
solution under which the Data Processor shall manage freight processes
for the Data Controller.

9.4.2.The Data Processor shall be obliged to comply
with any applicable legislation regarding personal data. Furthermore,
the Data Processor shall immediately notify the Data Controller if an
instruction from the Data Controller is, in the view of the Data
Processor, contrary to the General Data Protection Regulation or Danish
law on personal data more broadly.

9.4.3.The Data Processor shall use appropriate
technical and organisational security measures to ensure that personal
data is not destroyed, lost, degraded, disclosed to unauthorised
entities, misused or otherwise processed in breach of legislation
regarding personal data. To this end, the Data Processor shall implement
the measures necessary pursuant to article 32 of the General Data
Protection Regulation.

9.4.4.The Data Processor shall be obliged to inform
the Data Controller, without undue delay, of any breach of data
security. In this regard, the Data Processor shall inform the Data
Controller of:

• The nature of the security breach.
• If possible, the type and number of affected data subjects, as well
  as the type of personal data concerned and the number of records of
  personal data concerned.
• The measures that the Data Processor has taken or proposes to be
  taken to deal with the security breach, including, where appropriate,
  measures to limit its potential adverse effects.
• The possible consequences of the security breach.

9.4.5.The Data Processor shall, at the request of
the Data Controller, provide the Data Controller with sufficient
information to ensure that the Data Processor has taken the necessary
technical and organisational security measures.

9.4.6The Data Processor shall provide all the
information necessary to demonstrate that the Data Processor complies
with article 28 of the General Data Protection Regulation, whereby the
Data Processor shall allow and contribute to audits, including
inspections carried out by the Data Controller or another auditor
authorised by the Data Controller. All inspections and audits shall take
place at the cost of the Data Controller.

9.4.7.The Data Processor shall make sure that the
individuals who are authorised by the Data Processor to handle personal
data have committed themselves to confidentiality or are bound by an
appropriate statutory professional secrecy obligation.

9.4.8.If the Data Processor receives a request from a
data subject for access and insight into the data subject’s personal
data, the Data Processor shall immediately forward the request to the
Data Controller.

9.4.9.The Data Processor shall provide the Data
Controller with appropriate technical and organisational assistance to
enable the Data Controller to fulfill its obligations to respond to
requests from data subjects to exercise the rights specified in Chapter
III of the General Data Protection Regulation.

9.5.Special provisions on the transfer of information to sub-processors or third parties.

9.5.1.As an integral part of the WEBSHIPPER
solution, the Data Processor shall be entitled to exchange personal data
with other data processors of the Data Controller in the form of
freight companies. The Data Processor shall also be entitled to exchange
personal data with customs authorities.

9.5.2.In all other cases, the Data Processor may
only exchange personal data with third parties or sub-processors with
the prior consent of the Data Controller. The Data Processor may,
however, exchange personal data without the prior consent or instruction
of the Data Controller if permitted or required by law.

9.5.3.If the Data Processor entrusts personal data
to another data processor, i.e. a sub-processor, the Data Processor
shall be obliged to conclude a sub-processor agreement whereby the
sub-processor shall be subject to terms which shall, at a minimum, be
identical to the provisions of clause 9 of this agreement.

9.5.4.The Data Processor must notify the Data Controller if the Data Processor plans to appoint or replace one or more sub-processors.

9.5.5.The Data Processor may only transfer personal
data to a third country which the European Commission has declared as
offering adequate levels of data protection.

9.5.6.If personal data is transferred to
sub-processors located outside the European Union and the European
Economic Area, the sub-processor agreement required by paragraph 9.5.3
must explicitly oblige the sub-processor to comply with the General Data
Protection Regulation, as well any as other legislation regarding
personal data. Furthermore, this requirement shall also apply to
sub-processors located in countries within the European Union or the
European Economic Area where specific requirements for the processing of
personal data have been laid down by law.

9.6.Duration of data processing

9.6.1.The processing of personal data pursuant to this agreement shall take place until the termination of the subscription.

9.6.2.In the event of the termination of the
subscription, the Data Processor shall be bound by this agreement for as
long as the Data Processor has access to personal data originating from
the Data Controller.

9.6.3.In the event of the termination of the
subscription, the Data Processor shall be required to delete all
potential copies of the personal data with due regard to paragraph
9.6.4.

9.6.4.In accordance with the Danish Bookkeeping Act,
the Data Processor is obliged to store the relevant personal data
pertaining to all consignments for up to five years in order to be able
to document the services and consignments covered by the subscription
payments. After five years, the personally identifiable data will be
deleted in that only the types of goods, value/price and recipient
country will be archived, while any other information (such as the names
and addresses of the recipients) will be deleted.

10. Jurisdiction

10.1.This agreement shall be governed by Danish law.

10.2.Any claim or dispute arising from, or in
relation to this agreement shall be attempted to be resolved by the
parties through negotiation. If the parties cannot reach an amicable
agreement, the dispute shall be settled in the first instance by the
District Court of Aarhus.