Licence agreement

Syntakk ApS
CVR no. 45223515
Helgavej 26, 5230 Odense M, Denmark
hello@syntakk.dk and syntakk.dk

Version 1.3, effective from 23-10-2026

1. Introduction

1.1 The Agreement

These licence terms, together with the other documents referred to in clause 1.1.2, form a legally binding agreement (the "Agreement") between the Customer and Syntakk ApS ("Syntakk") on the Customer's use of the Syntakk platform.
The Agreement consists of the following documents:
1. these licence terms,
2. the data processing agreement, available at syntakk.dk,
3. the selected Package as described at syntakk.dk/priser, and
4. any separately signed quote or order confirmation.
In the event of inconsistency between the documents, the following order of precedence applies: a signed quote or a written order confirmation from Syntakk, then these licence terms, then the description of the Package. For the processing of personal data, however, the data processing agreement takes precedence over the other documents.
The Agreement is accepted when an account is created, by written acceptance of a quote or by taking the Platform into use.
Syntakk may amend the licence terms with 30 days' notice by notice under clause 9.4. If the amendment is significantly to the Customer's detriment, the Customer may terminate the subscription with effect from the entry into force of the amendment and have prepaid amounts for the period after termination refunded.
Price changes are not covered by clause 1.1.5, but are governed solely by clause 2.1.
Amendments to the data processing agreement follow the procedure set out in the data processing agreement itself.
The version of the licence terms that applies to the Customer is the current version at syntakk.dk. Previous versions are made available at the Customer's request.

1.2 Definitions

Customer: the legal person that has entered into the Agreement. The Agreement is only entered into with business customers.
Platform: the cloud-based Syntakk service, including the web application, API and the Customer Portal.
Documentation: the user guide and product description that Syntakk makes available at syntakk.dk or in the Platform.
Battery Regulation: Regulation (EU) 2023/1542 of the European Parliament and of the Council concerning batteries and waste batteries, with associated acts.
Product Passport: a digital product passport (DPP) created in the Platform under the Battery Regulation.
Battery Model: a unique product model for which the Customer creates Product Passports. The number of physical Batteries under a model counts towards the Package's limit for Batteries.
Battery: a physical battery unit that the Customer registers under a Battery Model in the Platform, whether or not a Product Passport has been issued for it.
User: a named natural person at the Customer with their own access to the Platform. Access is personal and must not be shared.
Administrator: a User with rights to create, change and remove other Users and to publish Product Passports.
Customer Data: all data, files and information that the Customer or the Customer's Users enter into or generate via the Platform, including product, material and supplier information.
Package: the subscription package – Light, Basic or Professional – selected by the Customer, with the limits for Battery Models, Users and Batteries and the content set out at syntakk.dk/priser.
Subscription Period: the month or year the Customer is currently paying for. The subscription consists of consecutive Subscription Periods until it is terminated.
Customer Portal: the area of the Platform where the Customer manages the subscription, payment card, invoices, termination and notices from Syntakk.
Business Day: Monday to Friday excluding Danish public holidays, 5 June, 24 December and 31 December. Times stated in the Agreement are Danish time.
Archiving: the Customer putting a Battery Model into a state in which it cannot be edited and does not count towards the Package's limits. A published Product Passport for an archived Battery Model remains publicly available for as long as the subscription is active and access is not suspended under clause 2.3.11.

1.3 Scope of the licence

Syntakk grants the Customer a time-limited, non-exclusive and non-transferable right to use the Platform in its own business for as long as the subscription runs and against timely payment.
The right of use covers the number of Battery Models, Users and Batteries that follows from the Package.
The Customer must not resell, rent out or make the Platform available to third parties as an independent service, circumvent technical limitations or use the Platform to develop a competing product.
The Customer must not copy, decompile or reverse engineer the Platform, unless mandatory legislation permits it, including the rules of the Danish Copyright Act on decompilation for the purpose of interoperability.
The Customer may give group companies access, provided that they are covered by the Agreement and the number of Users is respected. The Customer is liable for the group companies' use.
All rights to the Platform, including source code, design, templates, rules database and further developments, belong to Syntakk. The Customer obtains no rights beyond the right of use described.

2. Commercial terms

2.1 Packages and prices

The Platform is offered in the Packages Light, Basic and Professional. The content of the Packages, the limits for Battery Models, Users and Batteries and the current prices are set out at syntakk.dk/priser.
All prices are in Danish kroner or euros, as stated at the time of purchase, and exclusive of VAT. For sales to business customers in other EU countries, invoices are issued without Danish VAT under the reverse charge rules, provided that the Customer provides a valid VAT number.
The Customer chooses monthly or annual payment. Annual prepayment gives a 10% discount.
Once a year, Syntakk may adjust the prices in line with the development in Statistics Denmark's net price index since the last adjustment. Such an adjustment is notified 30 days in advance and does not give the Customer a right of extraordinary termination. Syntakk is not obliged to make the adjustment every year; a subsequent combined adjustment may, however, cover no more than the last three years.
In addition, Syntakk may adjust the prices with 60 days' notice. If such an adjustment exceeds the development in the net price index, the Customer may terminate the subscription with effect from the entry into force of the price increase and have prepaid amounts for the period after termination refunded. If the Customer does not give notice of termination before the entry into force, the price is deemed accepted.
Add-ons – including additional Batteries, integrations and on-site onboarding – are priced according to the prices stated at syntakk.dk/priser or individually according to a quote. Setting up integrations is invoiced separately based on the scope agreed with the Customer. Quotes are valid for 14 days, unless otherwise stated.

2.2 Change of Package and exceeding limits

The Customer can upgrade at any time. An upgrade takes effect immediately, and the difference for the remaining Subscription Period is charged proportionately to the Customer's payment card.
The Customer can downgrade with effect from the next Subscription Period. There is no refund for the current period.
The Package's limits for Battery Models, Users and Batteries are enforced technically in the Platform. When the limit is reached, the Customer cannot create more Battery Models, Users or Batteries until the Customer either upgrades, buys additional capacity or frees up capacity by Archiving Battery Models or deactivating Users.
The limit only affects the creation of new Battery Models, Users and Batteries. The Customer's access to the Platform and to data already created and published Product Passports is not affected.
If the Customer wants to downgrade, the Customer must, before the downgrade takes effect, bring the number of Battery Models, Users and Batteries below the limits of the lower Package. If this is not done, the downgrade only takes effect from the time the condition is met, and the Customer is in the meantime charged according to the previous Package.
If the Customer's actual use has nevertheless exceeded the Package's limits – including through use of the API or through temporarily increased capacity agreed with Syntakk – Syntakk may charge according to the Package corresponding to the usage from the time the excess began, but no more than 12 months back, cf. clause 7.6.
If the excess is due to an error in the Platform, Syntakk cannot charge additional payment for the period the error has existed.

2.3 Delivery and payment

The Platform is delivered as a cloud service. Delivery is deemed to have taken place when the Customer has been given access to the Platform.
Payment is made exclusively by payment card. Syntakk does not issue invoices with credit, and payment cannot be made by bank transfer, unless otherwise agreed in writing.
Card payments are handled by an external, PCI DSS-certified payment provider. Card details are stored with the payment provider and not with Syntakk. Syntakk may change payment provider; if the payment provider processes personal data on Syntakk's behalf, the change follows the data processing agreement's procedure for sub-processors.
On sign-up, the Customer authorises the subscription to be charged automatically in advance to the registered payment card – monthly for monthly payment and for the whole period for annual payment. The charge is made on the sign-up date and then on the same date at each renewal.
Receipts and invoices are sent electronically to the Customer's stated email address and are available in the Customer Portal.
The Customer is responsible for having a valid payment card registered at all times. The Customer can update the card and see its payments in the Customer Portal.
If a charge cannot be completed, Syntakk retries the charge for up to 14 days and informs the Customer by email. During this period, the Customer continues to have full access to the Platform. If payment has not been completed within this period, the Customer's access is suspended without further notice, cf. clause 2.3.11.
A suspension under clause 2.3.7 does not end the subscription. The subscription continues, and Customer Data and Product Passports continue to be stored by Syntakk during the suspension period. During the suspension, the Customer can view and export Customer Data and pay the outstanding amount in the Customer Portal, cf. clause 2.3.11. When the full outstanding amount has been paid, including subscription payment for the suspension period, access and the Customer's Product Passports are reopened automatically. The Customer may instead terminate the subscription under clause 8.1.
On overdue amounts – including subscription payment during a suspension period, additional payment for exceeding the Package's limits (clause 2.2.6), adjustment after a check of use (clause 7.6), separately agreed invoice payment and reversed card payments – default interest of 1.5% per commenced month accrues on the overdue amount. Syntakk may also charge a reminder fee of DKK 100 for each of up to three reminders and the current compensation amount under the Danish Interest Act.
The Customer must contact Syntakk before the Customer disputes a payment with its card-issuing bank. An unjustified chargeback of a payment for access already delivered is deemed a breach, and the Customer compensates Syntakk's documented costs of handling the matter.
During a suspension, the Customer and the Users only have read access to the Platform and cannot create, change or publish. API access and integrations are cut off. The Customer's published Product Passports are temporarily unavailable, and QR codes and links to them show, from the start of the suspension, a page stating that the Product Passport is temporarily unavailable. The Customer accepts this and bears the responsibility for the consequences, including towards the Customer's own customers, partners and authorities, cf. clauses 4.1.3 and 4.4.
If access is still suspended 90 days after the start of the suspension, Syntakk may terminate the Agreement under clause 8.2. Syntakk's claim for payment for the period up to the termination does not lapse.
Amounts paid are not refunded, unless expressly stated otherwise in the Agreement.

3. Operation, support and further development

3.1 Operation and availability

Syntakk aims for an availability of 99.5% measured monthly, excluding planned maintenance.
Planned maintenance is notified 48 hours in advance where possible and scheduled outside 08:00–17:00 on Business Days.
For Professional customers, a separate service level agreement (SLA) with response times and any liquidated damages can be agreed. Without such an agreement, clause 3.1.1 is a target and not a guarantee. Liquidated damages under an SLA count towards the liability cap in clause 5.2.4, and both liquidated damages and a proportionate price reduction under clause 3.4.3 cannot be claimed for the same matter.

3.2 Support

Light: support by email on Business Days, reply within 2 Business Days.
Basic: prioritised support by email on Business Days, reply within 1 Business Day.
Professional: phone support (hotline) and prioritised support by email on Business Days, reply within 1 Business Day, and one day of on-site onboarding. Further response times can be agreed separately, cf. clause 3.1.3.
The response times relate to Syntakk's first reply to an enquiry and do not constitute a deadline for resolving the matter raised.
Light and Basic include self-service setup. On-site onboarding can be purchased. If the Customer wants assistance with setup beyond support, this is agreed separately and invoiced at Syntakk's current hourly rate, which is provided on request.
On-site onboarding means one day-long session at the Customer's premises or as agreed, planned individually with the Customer. Onboarding does not include entering or quality-assuring the Customer's data, unless otherwise agreed in writing.

3.3 Further development and updates

Syntakk continuously develops the Platform. New versions and functions within the Customer's Package are made available without additional payment.
Syntakk cannot remove a function from the Customer's Package and make it conditional on a more expensive Package during a current Subscription Period.
Templates and data fields are updated when the requirements of the Battery Regulation change. The update covers the Platform's fields and guidance – not review or updating of the Customer's own data.
Syntakk may phase out individual functions and integrations with 90 days' notice if the function is replaced, is no longer necessary to comply with the Battery Regulation, or is no longer supported by the third party concerned. If a third party stops supporting an integration without notice, the phase-out can take place with whatever notice is practically possible.

3.4 Remedying errors

A material error means an error that prevents the Customer from creating, editing or publishing Product Passports, or that makes published Product Passports unavailable.
Syntakk remedies material errors without undue delay after written notification.
If a material error has not been remedied 30 days after notification, the Customer may claim a proportionate price reduction for the period the error has existed.
Syntakk is not responsible for errors caused by the Customer's own data, changes or integrations, third-party systems, incorrect operation or matters beyond Syntakk's control.

4. Responsibility for compliance

4.1 Syntakk's role

Syntakk provides a cloud-based platform that the Customer can use as a technical software tool in its work to handle requirements under the Battery Regulation, including by providing templates, data structure, assessment tools and distribution of Product Passports.
Syntakk does not provide legal, technical or regulatory advice (beyond the technical user and platform support that follows from clause 3.2) and does not act as a notified body, auditor or accredited inspection body. The Platform is an administrative work tool. Except for clause 4.1.4, the Platform constitutes neither an approval, certification, verification nor guarantee of conformity.
It is solely the Customer's own responsibility to ensure that the Customer, the Customer's business and the Product Passports created meet the requirements of the Battery Regulation and other relevant legislation, including obtaining the necessary approvals and carrying out any mandatory conformity assessments.
Syntakk ensures that the Platform's templates, data fields, QR codes and sharing of Product Passports follow the technical requirements that the Battery Regulation sets for digital product passports. When the requirements change, Syntakk updates the Platform within a reasonable time after the changes have been finally adopted, cf. clause 3.3.3. The obligation does not cover the content of the Customer's Product Passports, cf. clauses 4.1.3 and 4.2.

4.2 The Customer's responsibility for data

The Customer warrants that Customer Data is correct, complete and up to date, and that the Customer has the right to use and publish it.
The Customer is responsible for checking the content of a Product Passport before it is published.
Syntakk does not check the accuracy of Customer Data and is not responsible for the consequences of incorrect, incomplete or outdated information, including decisions, orders or fines from authorities.
The Customer must not use the Platform for unlawful purposes or in breach of third-party rights.

4.3 Assessment tools

The Platform's compliance score, gap view, automatic functions and deadline reminders are for guidance only. They are based on the information the Customer has entered and on automated calculations.
The assessment tools and reminders constitute no guarantee of completeness, accuracy or timeliness and do not replace the Customer's own assessment, follow-up or advice from the Customer's advisers.
Syntakk is not responsible for missing, inadequate or delayed reminders or calculations.

4.4 The Customer's indemnification

The Customer indemnifies Syntakk against any claim, loss, fine, sanction, order, legal costs and reasonable attorney's fees raised against Syntakk by a third party or an authority, arising from:
1. incorrect, incomplete, misleading or outdated Customer Data,
2. the Customer's failure to comply with the Battery Regulation or other legislation,
3. content published by the Customer in a Product Passport, including infringement of third-party rights, or
4. the Customer's use of the Platform in breach of the Agreement.
Syntakk notifies the Customer of such a claim without undue delay. Syntakk may leave it to the Customer to conduct the case, but Syntakk reserves the right to take over the defence itself and conduct the case at the Customer's expense, to the extent the claim affects Syntakk's intellectual property rights, reputation or the security of the Platform. Syntakk does not settle the claim without the Customer's written acceptance, which must not be refused without reasonable grounds.
The indemnification is not covered by the limitation of liability in clause 5.2.
The indemnification does not apply to the extent the claim is due to Syntakk's own circumstances.

5. Warranty and limitation of liability

5.1 Limited warranty

Syntakk warrants that the Platform essentially works as described in the Documentation as it existed when the Customer entered into the Agreement or at a later renewal.
Except for the warranties expressly set out in the Agreement, the Platform is provided as is. Syntakk does not warrant that the Platform is free of errors, that operation will be uninterrupted, or that the Platform is suitable for the Customer's specific purposes.

5.2 Limitation of liability

Syntakk is not liable for indirect loss and consequential damage, including operating loss, loss of profit, loss of goodwill, fines or loss resulting from non-compliance with the Battery Regulation.
Syntakk's liability for loss of Customer Data follows solely from clause 5.3.
Syntakk disclaims product liability to the widest extent possible under mandatory legislation and cannot be held liable for damage caused by the Customer's physical batteries.
Syntakk's total liability towards the Customer is in all circumstances limited to the fees the Customer has paid for the 6 months preceding the event giving rise to liability.
The limitations in clauses 5.2 and 5.3 do not apply in the case of intent or gross negligence.

5.3 Loss of data

Syntakk makes daily backups with 30 days' retention.
Syntakk's liability for loss of Customer Data is limited to restoring data from the most recent available backup.
Syntakk does not cover the Customer's costs or time spent re-entering data entered in the period between the most recent backup and the time of the data loss.

5.4 Force majeure

Neither party is liable for non-performance due to circumstances beyond the party's control, including war, natural disasters, epidemics, strikes and IT attacks that the party could not have averted by reasonable measures.
Outages at Syntakk's hosting or network subcontractors only release Syntakk from liability to the extent the outage is due to circumstances that also constitute force majeure for the subcontractor.
If a force majeure event lasts more than 60 days, each party may terminate the Agreement with effect from receipt of the notice, and the Customer receives a proportionate refund for the unused part of the period.

6. Customer Data and rights

6.1 Ownership

The Customer owns Customer Data. Syntakk obtains no ownership of Customer Data.
Syntakk obtains a time-limited right to process, store, display and distribute Customer Data to the extent necessary to deliver the Platform, including to make published Product Passports available via QR code and link.
Syntakk does not use Customer Data to train general artificial intelligence models for use by other customers, unless the Customer has given written consent.

6.2 Published Product Passports

A Product Passport is published by an Administrator and then becomes available to anyone with the QR code or the link. The Customer accepts that the information is thereby made publicly available.
The Customer must not publish trade secrets or personal data in a Product Passport beyond what the Battery Regulation requires.
For reasons of operational stability, security or legislation, Syntakk may temporarily restrict access to a Product Passport. The Customer is informed without undue delay.
Archiving or deleting a Battery Model does not affect the availability of an already published Product Passport, for as long as the subscription is active and access is not suspended under clause 2.3.11.

6.3 Statistics and improvement

Syntakk may collect and use technical and statistical information on the use of the Platform for operation, security and further development. Such information is only used and disclosed in aggregated form, from which neither the Customer nor the Customer's products can be identified.

6.4 Removal of content

Syntakk may remove or block content that is unlawful, infringes third-party rights or constitutes a security risk. The Customer is informed of the reason under clause 9.4.

7. Integrations, security and personal data

7.1 Integrations with third-party systems

The Platform can be integrated with the Customer's other systems, including ERP and PIM systems, and via API. The systems supported at any time are set out in the Documentation. Syntakk may add and phase out supported integrations, cf. clause 3.3.4.
The Customer is solely responsible for having the necessary licences, access and rights to its own and chosen third-party systems and for paying all costs and fees associated with them.
Syntakk is not responsible for the function, availability, performance or changes of third-party systems, including changes to third-party APIs that affect the integration. Furthermore, Syntakk is not responsible for loss, corruption or overwriting of Customer Data caused by errors in data transmission from or to third-party systems or by the Customer's own use of the API.

7.2 Acceptable use and API

Syntakk may set reasonable technical limits on the number of API calls and data volumes. The applicable limits are set out in the Documentation.
If the limits are significantly exceeded, Syntakk may temporarily restrict the traffic after prior notice, unless operational considerations require immediate action.
The Customer must not use the Platform in a way that burdens or compromises the operation, security or other customers' use.

7.3 Access credentials

The Customer is responsible for keeping usernames, passwords and API keys confidential. The Customer is liable for actions carried out via the Customer's access. Suspected misuse must be reported to Syntakk immediately.

7.4 Information security

Syntakk takes appropriate technical and organisational measures to protect Customer Data against loss, misuse and unauthorised access, including access control, encryption in transit and logging.
Syntakk notifies the Customer without undue delay if Syntakk detects a security incident that has affected Customer Data, whether or not the incident involves personal data.
On request, Syntakk states which security measures and any certifications apply.

7.5 Personal data

The Customer is the controller of personal data in Customer Data. Syntakk is the processor. The data processing agreement, available at syntakk.dk, is a separate document and an integral part of the Agreement, cf. clause 1.1.2.
Syntakk is an independent controller of information about the Customer's contact persons and Users that is processed to administer the customer relationship, cf. Syntakk's privacy policy at syntakk.dk.
Syntakk processes data within the EU/EEA. The use of sub-processors follows the data processing agreement.

7.6 Check of use

Syntakk may check the Customer's actual use of the Platform. If use beyond what has been agreed is found, the fee is adjusted retroactively from the time the excess began, but no more than 12 months back. If the excess is due to an error in the Platform, no additional payment can be claimed, cf. clause 2.2.7.

7.7 Confidentiality

The parties treat each other's confidential information confidentially and only use it to perform the Agreement. The obligation applies for 3 years after the termination of the Agreement.

8. Termination of the Agreement

8.1 Term and termination

Monthly subscriptions run until terminated and can be terminated in writing or in the Customer Portal with effect from the end of the current month. There is no lock-in period.
Annual subscriptions are renewed automatically for 12 months at a time, unless terminated in writing or in the Customer Portal before the end of the period. Prepaid amounts are not refunded on the Customer's termination, unless the termination takes place under clause 1.1.5, clause 2.1.5 or clause 5.4.3.
Syntakk may terminate a subscription with 6 months' written notice and in that case refunds proportionately for the unused part of the period. The long notice is intended to give the Customer the opportunity to establish continued availability of published Product Passports.

8.2 Termination for breach

Each party may terminate the Agreement in the event of the other party's material breach that has not been remedied 30 days after a written demand.
Material breach by the Customer includes, among other things, non-payment, cf. clauses 2.3.7–2.3.12, unauthorised disclosure of access to third parties and infringement of Syntakk's rights.
In the case of termination under clause 2.3.12, the suspension notice and the notices sent under clause 2.3.7 replace the demand under clause 8.2.1.
If the Customer infringes Syntakk's intellectual property rights or discloses the Platform to third parties without authorisation, the Customer pays liquidated damages of DKK 100,000. In the case of disclosure of access, each access made available to an unauthorised person constitutes one infringement. The total liquidated damages cannot exceed DKK 500,000. The liquidated damages do not prevent Syntakk from claiming compensation for a larger documented loss, in which case the liquidated damages are deducted from the compensation.
Payment of the liquidated damages does not give the Customer the right to continue the unlawful use, to keep copied material or otherwise to maintain the infringing state. The Customer must immediately end the infringement and, no later than 14 days after a demand, delete or return all material resulting from the infringement and confirm this in writing to Syntakk. Regardless of payment of the liquidated damages, Syntakk may require the infringement to be ended by injunction or legal action.

8.3 Effect of termination

On termination, the Customer's and the Users' access to the Platform lapses. Access to the Platform requires a paid subscription, and no access is given after termination, not even to a limited extent.
The Customer should export Customer Data before the Agreement ends. The export function is available in the Platform for as long as the subscription runs, also during a suspension.
After termination, the Customer may, within 30 days, request in writing that Syntakk provide a complete export of Customer Data in a commonly used machine-readable format. The export is delivered as a data file and does not give access to the Platform. Syntakk may charge at the current hourly rate, cf. clause 3.2.5, for the work on the export and provides an estimate before the work starts.
If amounts are overdue, Syntakk may make delivery of the export under clause 8.3.3 conditional on their payment. Notwithstanding this, the provisions of the data processing agreement on the return and erasure of personal data apply, which cannot be made conditional on payment.
Syntakk deletes Customer Data no later than 60 days after the termination of the Agreement. Data in backups is deleted at the next rotation of backups, and no later than 30 days after the deletion. Bookkeeping and invoicing material is kept for the period required by the Danish Bookkeeping Act.
Under the Battery Regulation, the Customer is obliged to keep Product Passports available for the whole statutory period. Responsibility for this lies solely with the Customer.
Syntakk's hosting and operation of the Customer's Product Passports ends at the same time as the Agreement. Syntakk does not offer hosting, archiving or storage of Product Passports without an active, paid subscription. The Customer must therefore ensure continued availability through its own solution before termination.
From termination and without notice, Syntakk may, at its own choice, close access to the Customer's Product Passports or redirect QR codes and links to a standard page stating that the Product Passport is no longer maintained by the issuer. Syntakk is not obliged to maintain operation, domains, QR codes or links after the termination of the Agreement, and Syntakk is not liable for the Customer's losses, fines or orders as a result, including for QR codes printed on physical products, packaging or documentation.
The Customer is responsible for QR codes and links already applied to physical products. Syntakk assumes no obligation to continue these, and the Customer cannot require Syntakk to maintain a particular URL structure after termination.
If the Agreement ends as a result of the Customer's non-payment, the Customer has only had read access to the Platform from the time of suspension, and published Product Passports have been unavailable, cf. clause 2.3.11. On termination, access to the Platform is closed completely, and the Customer cannot require temporary reopening for the purpose of export without first paying the outstanding amount, cf. clause 2.3.8.
The following provisions also apply after the termination of the Agreement: clauses 4.2, 4.4, 5.2, 5.3, 6.1, 7.7, 8.2.4, 8.2.5, 8.3 and 9.

9. Other provisions

9.1 Reference customer

Syntakk may use the Customer's name and logo as a reference on its website and in marketing material. The Customer may at any time and without giving reasons require this to stop. Quotes and statements require the Customer's prior written acceptance.

9.2 Assignment and subcontractors

The Customer cannot assign its rights and obligations without Syntakk's written consent.
Syntakk may assign the Agreement to a group company or as part of a transfer of business.
Syntakk may use subcontractors and is liable for their services as for its own, subject, however, to clauses 5.4.2 and 7.1.3.

9.3 Set-off

The Customer cannot withhold payment or set off its own claims against Syntakk's claims, unless the Customer's claim has been acknowledged in writing by Syntakk or established by final decision.

9.4 Notices

Notices under the Agreement are given in writing. Email to the address most recently provided by the party and messages in the Customer Portal are deemed written notice.
The Customer is responsible for ensuring that the email address provided is correct and monitored, and must update it in the Customer Portal in the event of changes.
Notices of termination for breach and liquidated damages are also sent to the address at which the Customer is registered in the Danish Central Business Register.
Notices to Syntakk are sent to the email address stated at the top of this document.

9.5 Third-party rights

Syntakk warrants that the Platform does not infringe third-party rights in the EU/EEA. If claims are made in this respect, Syntakk takes over the case at its own expense. If an infringement is established, Syntakk may, at its own choice, secure continued right of use, change the Platform, replace it with an equivalent solution or terminate the Agreement against a proportionate refund.

9.6 Invalidity

If a provision of the Agreement is wholly or partly invalid or unenforceable, this does not affect the validity of the other provisions of the Agreement. The invalid provision is replaced by a valid provision that comes as close as possible to the parties' original intention.

9.7 Failure to act

A party's failure or delay in exercising a right or remedy under the Agreement does not mean that the right is lost or cannot be exercised later.

9.8 Language

The Agreement is entered into in Danish. If the Agreement is also available in a translation, the Danish version prevails in the event of inconsistency.

9.9 Governing law and venue

The Agreement is governed by Danish law, excluding rules of private international law that lead to the application of other legislation. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply. Disputes are sought resolved amicably. If agreement cannot be reached, the dispute is decided by the District Court of Odense as the court of first instance, unless the case falls under the Maritime and Commercial High Court under the Danish Administration of Justice Act.

Do you have questions about the agreement?

Write to us at hello@syntakk.dk or via the contact page.