Terms of sale and delivery – 2019
(Valid from 1 august 2019)
The following terms of sale and delivery apply to all deliveries from Wig Scandinavian A/S, CVR 35808051 ("TARGET")
These terms of sale and delivery apply to all Agreements between WIG and the Customer.
Agreement: A written agreement governing the relationship between WIG and the Customer, in-cluding a description of WIG’s delivery or licence and the requirements for the Customer's delivera-bles and obligations.
Working Day: Monday to Friday, except official Danish holidays and 5 June, 24 December and 31 December.
User: A natural person who has obtained permis-sion from the Customer to use the Software in accordance with these terms of sale and delivery terms.
User Licence: A licence for a User to use the Software.
Releases: A generic term for minor and major Updates of Software, where minor updates are designated updates and major updates are desig-nated Versions, or annual versions, which are cov-ered by a Software Licence Agreement between WIG and the Customer.
Customer: Legal or natural person entering into an agreement with WIG.
Licence Fee: The regular payment to WIG to be effected by the Customer entering into a Licence Agreement for use of the Software.
Licence Agreement: Agreement between the Cus-tomer and WIG concerning the licensing of Soft-ware for a specified period against payment by the Customer of the Licence Fee.
Product Licence: A right for the Customer to use the Software specified in the Agreement for a peri-od specified in the Agreement, including access to new Releases.
End User Licence Terms: The agreement appended to these terms of sale and delivery as Appendix 1.
Software: Software published or licensed by WIG or a third party.
Version: A Version or annual version (e.g. 2018 version) is a new generation of Software that is intended to offer Customers new strategic capabili-ties that are under development for an extended period of time and which will improve the possibili-ties and functionality of the Software.
Reference is made to the definitions in the End User Licence Terms (Appendix 1).
3. Contracting Parties
An agreement will be deemed to be entered into between the Customer and WIG A/S, Stadionvej 28, 7323 Give, Denmark.
These terms of sale and delivery (including Appen-dix 1) apply to all Agreements on the use of the Software.
If there is no separate Agreement, but only an offer, an acceptance and an order confirmation, the delivery of Software is governed only by these terms.
The Customer’s terms of purchase or the like do not apply unless explicitly and unambiguously ac-cepted by WIG. If the Customer’s terms of pur-chase or the like are agreed between the parties, these terms of sale and delivery will take prece-dence.
5. Price and payment
5.1 Prices in general
All prices are exclusive of VAT and do not include freight and handling fee or setup and installation fee, unless otherwise expressly stated.
5.2 The Customer’s payment of Licence Fee
When purchasing a Product Licence, the Customer will effect regular payments to WIG of a Licence Fee for use of the Software. If the Customer does not pay the licence fee when due, the Customer’s right to use or permit Users to use the Software will lapse.
The Licence Fee is fixed on the basis of the number of User Licences. The Licence Fee payable by the Customer to WIG will be notified to the Customer in the offer or order confirmation in connection with the Customer’s first use of the Software.
The Customer is obliged to pay the Licence Fee during the entire term of the Licence Agreement.
5.3 Price adjustments and increases
5.3.1 Price adjustment of Software Mainte-nance subscriptions
The annual subscription fee for Software Mainte-nance Agreements is adjusted annually on 1 Janu-ary by 2.5% of the subscription fee applicable for the preceding year.
Licence fees are automatically adjusted in case of imposition of special taxes or charges on the use of the Software.
18.104.22.168 Increase of the Licence Fee
Notwithstanding clauses 5.2 and 5.3.1, WIG may, on a discretionary basis, increase the Licence Fee at three months’ notice effective at the end of a month. In connection with WIG’s increase of the Licence Fee in accordance with this clause 22.214.171.124, the Customer is entitled to withdraw from the Agreement on commencement of the increased Licence Fee. Notwithstanding the above, the Cus-tomer is guaranteed that the Licence Fee will not be increased during the period for which the Cus-tomer has concluded the Licence Agreement with non-terminability, see clause 9.2.
5.3.2 Other price adjustments
If a specified price is based on deliveries or Prod-uct Licences in a currency other than Danish kro-ner, WIG is entitled to adjust the price payable by the Customer if the exchange rate at the time of invoicing changes more than 2% in relation to the current price at the time of the offer or order. If the prices charged by WIG’s suppliers change, WIG reserves the right to adjust the price charged to the Customer accordingly. This adjustment of the fee will take effect from the time when the change of prices charged by WIG’s suppliers takes effect in relation to WIG.
5.4 Invoicing and payment
5.4.1 Standard payment
As standard to Costumer will pay WIG for the Product License using a standard credit card e.g. MasterCard or Visa. THE COSTUMER AUTHORIZE WIG to automatically withdraw payment from such credit card as specified by the Costumer. Withdrawals will take place the last Working Day each month and cover the License for the month that has passed.
5.4.2 Invoicing of the Licence Fee
This section only applies if it is agreed that pay-ment shall be done by way of invoicing. Invoicing is effected net cash, so that payment within 30 days after the invoice date is deemed to be punctual payment (days of grace). If payment is not re-ceived within 60 days from the invoice date, the licence is closed.
For Agreements entered into on or before the 15th day of the month, the current month is included in the payment for the subscription agreement.
For Agreements entered into after the 15th day of the month, the current month is not included in the payment for the subscription agreement.
5.4.3 Overdue payment
In case of overdue payment for Services, WIG is entitled, without prior reminder, to request a fixed compensation amount of DKK 250 exclusive of VAT to cover debt collection costs and 1 per cent inter-est per month commenced from the invoice date until payment is effected.
If the fee (including charges and interest) is not paid when due, WIG may terminate the Agreement without notice if the Customer has not remedied the situation no later than 8 days after submission of a written request for this.
6. The Customer’s obligations
The Customer must provide WIG with correct and adequate information necessary for the fulfilment by WIG of its obligations, including information about specific needs, industry conditions and the intended use of the Software.
WIG guarantees that Software are in compliance with the general legislation but the Customer is responsible for complying with current legislation and authority regulations. This includes ensuring that the intended use of WIG’s delivery/licence is legal and fulfils the Customer’s requirements for the Delivery/licence, and the Customer must inform WIG of this to the extent necessary and relevant.
The Customer must obtain all permits and approvals from third parties (including authorities) necessary for the fulfilment by WIG of its obligations and for the legal use by the Customer of the deliveries/licences.
WIG must at all times have access to equipment and computer power to the extent necessary to meet WIG’s obligations. In addition, WIG must receive information on a contact person who has knowledge of any errors.
The Customer is obliged to make resources availa-ble that have the necessary insight into the Cus-tomer’s systems which WIG will be working with.
The Customer is responsible for the quality and integrity of all data in the Customer’s systems. If WIG’s performance of the Agreement is delayed or becomes more burdensome as a result thereof, the Customer is obliged to immediately remedy this before WIG can resume the work.
To the extent that WIG must carry out extra work or is unable to use the allocated resources as planned due to the non-fulfilment by the Customer of its obligations, this extra work and the time spent will be settled based on WIG’s hourly rates applicable at any time irrespective of whether it has been possible to utilize this time working for the Customer.
6.1 Fault reporting
In case of faults in the Software comprised by the Agreement, WIG must be contacted by email […].
WIG responds to fault inquiries as quickly as possi-ble. If no response time has been agreed, WIG initiates fault repair within 96 hours after the fault reporting from the Customer calculated within nor-mal working hours.
Stated delivery times are approximate and non-binding, unless otherwise expressly stated. WIG is also entitled to postpone the approximate time of delivery if it is necessary to exceed this due to circumstances not caused by WIG. The same ap-plies to the time at which the right to use a pur-chased Product Licence is made available to the Customer.
In the event of delay or postponement caused by the Customer, or conditions for which the Customer bears the responsibility or the risk WIG is entitled to payment for any additional costs according to the hourly rates charged by WIG at any time.
Delivery has been effected when the Software made available to the Customer.
8. Right of return
WIG provides no right of return unless expressly agreed in writing or required by the law. It is not possible for the Customer to cancel agreements with WIG.
9. Licence Agreements
9.1 In general
WIG grants licences to the Software on the basis of the number of Servers on which the Customer runs the Software, the number of Users with direct or indirect access to the Software and the functionali-ty used by these Users. The WIG licences for use of the Software in accordance with the End User Licence Terms are granted on a subscription basis. Reference is also made to the separate End User Licence Terms (Appendix 1).
9.2 Term and termination
The Licence Agreement is non-terminable by the Customer in the duration agreed. If the Customer has not terminated the Licence Agreement 90 days before the expiry of the agreement, the Licence Agreement will automatically continue with the same duration as the expiring Licence Agreement.
The Customer has the rights stated in these terms of sale and delivery (including Appendix 1) for the agreed licence period provided that the Customer still complies with the provisions of these terms of sale and delivery (including Appendix 1). The Agreement automatically terminates if the Custom-er is in breach of these terms of sale and delivery or the End User Licence Terms (Appendix 1), and such breach has not been remedied within 30 days from the date of WIG’s written notification of the breach or if the breach cannot be remedied. It is not a prerequisite for termination of the Agreement due to breach by the Customer that such breach may be considered material by the Customer.
The Customer may terminate the Agreement with-out prior notice if WIG is in breach of the terms of the Agreement and such breach has not been rem-edied within 30 days from the date of the Custom-er’s written notification of the breach or if the breach cannot be remedied.
Upon termination of the agreement, whether with or without notice, the Customer will return the Software and Documentation and make it available in accordance with clause 4 of the End User Li-cence Terms.
Clauses 4 and 5 in the End User Licence Terms (Appendix 1) will continue to apply regardless of the termination of these terms of sale and delivery. Similarly, clause 9.3 of these terms of sale and delivery will apply after the expiry of the contrac-tual relationship.
9.3 Warranty and disclaimer
9.3.1 Scope of warranty
WIG warrants that the Software delivered by WIG will mainly function as described in the Documenta-tion for a period of 90 days from the date of deliv-ery of the Software.
The software is complex computer software. Per-formance varies depending on the Customer’s hardware platform, software interaction, the con-figuration of the software and other factors. The Software is neither fault-tolerant nor without faults, discrepancies or interruptions. WIG does not war-rant that the Software will satisfy the Customer’s requirements, that the Software will run without faults, that the Customer’s use of the Software will be uninterrupted, or that WIG will correct all faults in the Software. Furthermore, the warranty con-tained in clause 9.3.1 does not apply, and WIG is not responsible for problems that arise due to changes in or adaptations to the Software made by the Customer or a third party on the Customer’s behalf or for incidents beyond WIG’s reasonable control. The warranty stated in clause 9.3.1 is the only warranty applicable to the Software. To the extent permitted by law, WIG expressly disclaims all other express or implied warranties and condi-tions, including warranties or conditions in respect of marketability, title, non-infringement, quality and fitness for a particular purpose. If liability for an implied warranty cannot be excluded, this will only apply during the period in which the limited war-ranty applies.
9.3.3 Exclusive remedies
In the event of breach of the warranty in clause 9.3.1, the Customer’s rights and WIG’s liability are limited to the repair and replacement of Software so that it works in accordance with the warranty. If WIG is unable to repair or replace the Software, the Customer is entitled to effect cancellation and obtain a refund of the Licence Fee paid in the peri-od where the Software was defective.
9.4 Continuous service
During the term of the Licence Agreement, WIG will provide continuous service, including ongoing support, and access to new Releases.
WIG does not provide uptime guarantee.
10. Defects and delays
The Customer’s right to claim defects in the Soft-ware will lapse if the Customer has made changes or modifications to the delivered Product.
WIG’s liability for defects in the Software is limited to remedy. Remedy takes place at WIG’s discretion as either (i) repair, replacement delivery or subse-quent delivery, or (ii) suggestion of a reasonable way to bypass the defect.
In case of material defects, and if the defects have not been remedied to an acceptable extent as stated above within a reasonable time, the Cus-tomer may set a final reasonable time limit for this. The time limit must not be less than 30 Working Days. If the defect is not remedied within the pre-scribed time limit, the Customer may then termi-nate the Agreement in whole or in part after sub-mission of a written request. The time limit for requests must not be less than 21 Working Days.
WIG is liable only for its own deliveries and Ser-vices. WIG is not responsible for and makes no warranty for the Customer’s or a third party’s ser-vices, software, materials, tools and methods, even if included in the deliverables, except for any war-ranties that WIG may pass on to the Customer.
If the delivery or the licensing of a significant part of WIG’s delivery or licensing of the Software is delayed due to circumstances caused by WIG, the Customer may request delivery or licensing within a reasonable period of time. The time limit must not be less than 30 Working Days. If delivery/licensing does not take place within the prescribed time limit, the Customer may then terminate the Agree-ment in whole or in part after submission of a written request. The time limit for requests must not be less than 21 Working Days.
10.3 Common rules
This clause 12 includes an exhaustive description of WIG’s liability in the event of defects or delays in Products and the Customer expressly disclaims any and all other powers and rights.
In the event of termination by the Customer in accordance with clause 12.1 or 12.2, each party will return what they have received from the other party. In addition, neither party will have any fur-ther claims against the other party.
11. Limitation of liability
Regardless of the legal basis of the claim, the Cus-tomer can only make WIG liable for reasonable and direct, documented losses that could not have been prevented by the Customer. WIG is not liable in damages for indirect losses (including but not lim-ited to losses resulting from consequential damage, special or incidental damage, loss of revenue, loss of profit, increased consumption of resources, op-erational disruptions, loss of goodwill, computer failure or malfunction, loss of data, costs for resto-ration of data or business information, loss of repu-tation, penalties and any other kind of professional indemnity) which may arise in connection with these terms of sale and delivery or as a result of the use of or inability to use the Software, regard-less of whether the parties have been advised of the possibility of such damage, or whether it was reasonably foreseeable.
WIG is under no circumstances liable for any use by the Customer of the Software provided by WIG. The Customer is obliged to indemnify WIG for any claims made by a third party against WIG arising out of or related to WIG’s services.
WIG’s total liability in damages and product liability cannot exceed an amount equal to the payment (exclusive of VAT) for the service which has caused the liability, and on the acquisition of licence such liability cannot exceed an amount corresponding to 1 year’s Licence Fee (exclusive of VAT). Regardless of what is otherwise stated, WIG’s total liability in relation to the overall Delivery and/or licence can-not exceed DKK 100,000. This limitation does not apply to liability for damages caused by gross neg-ligence or intentional conduct by WIG.
Claims for compensation must be submitted in writing to WIG no later than 12 months after the date of the wrongful act and no later than one month after the Customer became or should have become aware of the damage. Otherwise, the claims is deemed to have lapsed.
WIG is entitled to use the Customer’s name and logo as reference for marketing purposes.
13. Duty of confidentiality
Each party is obliged to treat all information about the other party and about the contractual relation-ship as confidential. This also applies after termina-tion of the Agreement. Unless otherwise stated in the Agreement, WIG is entitled to make public the existence and form of the cooperation to prospec-tive customers and cooperation partners. In this connection, WIG is entitled to use the Customer’s name as reference.
WIG is entitled to use subcontractors and to have its obligations performed wholly or partly by sub-contractors.
The Costumer may not assign its rights and obliga-tions to a third party without the consent of WIG’s. WIG may transfer its rights and obligations without consent from the Costumer.
16. Force majeure
If the performance of the Agreement is hindered or postponed after its conclusion as a result of – with-out limitation – war and mobilisation, riots and civil commotion, natural disasters, strikes and lockouts, shortage of materials, fire, lack of transport, im-port/export restrictions or other circumstances outside WIG’s control, WIG is exempt from liability to the Customer. Circumstances at a subcontractor is considered force majeure if the subcontractor is faced with an impediment comprised by the 1st sentence which WIG should not have prevented or overcome.
In such cases, WIG is entitled to cancel the order in whole or in part or to deliver the order, when the performance impediment ceases.
However, if the performance impediment persists for more than 60 days, the Customer is entitled to terminate the Agreement with 10 days’ written notice unless the performance impediment is ter-minated before expiry of the notice period.
If a court or arbitral tribunal holds that a provision or a part of these terms of sale and delivery is invalid or unenforceable, this must be changed so that it becomes valid, legal and enforceable, or deleted if such change cannot be implemented. Such change or deletion does not affect the en-forceability of the remaining provisions of the Agreement.
18. Governing law and venue
18.1 Governing law
Danish law will apply to these terms of sale and delivery, and the validity, interpretation and per-formance of the Agreement will be governed by and construed in accordance therewith, as if the Agreement had been entered into in Denmark.
18.2 Disputes and venue.
If a solution to the dispute is not found within a reasonable time thereafter, the parties agree that the dispute will be settled by arbitration. The place of arbitration will be in Copenhagen, Denmark, and the dispute will be settled by the Danish Institute of Arbitration according to its rules as applicable at the commencement of the arbitration proceedings. The language of the arbitration tribunal will be Danish.
18.3 Legal fees
In any legal or arbitration proceedings between the parties relating to these terms of sale and delivery, the winning party is entitled to reimbursement from the other party of its costs and reasonable fees and expenses for lawyers and other advisers incurred in connection with the legal or arbitration proceed-ings, including costs, fees and expenses in connec-tion with the appeal of the case, in addition to any other amounts stated in the judgment. This provi-sion is independent of the remaining provisions of the Agreement and will continue and not be includ-ed in any judgment.
Appendix 1 – End user licence terms
(Valid from 1 august 2019)
By installing or using the Software the Cus-tomer agrees to be bound by these end user licence terms. If the Customer does not ac-cept the Agreement, the Customer is not per-mitted to install or use the Software. If the Customer fulfils the conditions stipulated in these end user licence terms, the Customer has the following rights.
The terms of this End User Licence Agreement may be amended by WIG without prior notice by making the new terms available in the Software at the same time that the Customer receives notification of such changes either by direct inquiry or via the Software interface.
User: A natural person who has been given permis-sion by the Customer to use the Software in ac-cordance with the end user licence terms.
User Licence: A licence for a User to use the Software. User Licences may be categorised either as a Designer or Consumer licence. The functionality that is available for the mentioned User types may be found in Download Center on myWIG.com.
Documentation: Instructions, user guides, manuals and product statements provided by WIG to be used for the Software, including any electronic copies thereof.
Copy: A single copy of the Software used in a pro-duction environment, which is produced by imple-menting Software setup or installation procedure or by copying an existing copy of the Software.
Run: Storage of a Copy of the Software on a Server and performance of one or more instructions.
Licence Fee: The payment effected regularly by the Customer to WIG for use of the Software.
Updates: Releases of the Software containing mi-nor Changes, minor improvements or changes to the user interface. Updates are generally designat-ed by a change of the numeric file name for the Software, i.e. the number to the right of the first dot, or of the number to the right of the second dot (e.g. a change from version x.x.x. to x.y.x or from version x.x.x. to x.x.y).
Product Licence: A right for the Customer to use the Software specified in the Agreement for a peri-od specified in the Agreement, including access to new Releases.
Server: A physical or virtual hardware system which is able to Run the Software. A hardware partition or hardware blade is considered a sepa-rate physical hardware system. Servers must be owned or controlled by the Customer, unless oth-erwise permitted by these end user licence terms, or unless WIG has given written permission.
Server Licence: A licence to run a Copy of the Software on a Server.
Software: The version of the computer software applications that are developed by WIG and all Changes and Updates thereto to which the Custom-er has obtained a licence in accordance with the WIG Licence Certificate.
WIG Licence Certificate: The digital certificate that defines the Software that the Customer is entitled to run, as well as the number and type of User Licences.
Change(s): Any change or bypass of fault in Soft-ware which corrects a Software error that causes breakdown or results in loss of data or has pre-vented the Software from functioning essentially as described in the documentation material.
2. Licensing rights and limitations
2.1 In general
WIG grants licences to the Software on the basis of the number of Servers on which the Customer runs the Software, the number of Users with direct or indirect access to the Software and the functionali-ty used by these Users. The WIG licences for use of the Software in accordance with the End User Licence Terms are granted on a subscription basis.
A valid WIG Licence Certificate is required in order for Users to obtain access to and use the Software. The total number of licensed Users who have ac-cess to and permission to use the Software is stat-ed on the WIG Licence Certificate. The Licence Certificate also specifies the period within which the Customer has access to and may use the Soft-ware. It is not permitted to copy the WIG Licence Certificate or pass on the WIG Licence Certificate to a third party without prior written approval from WIG.
If online licence updates are included in the WIG Management application, or if a manual check for updates is performed, the Software will contact the WIG servers and provide WIG with information about the Customer’s WIG Licence Certificate and other information in respect of the systems run by the Customer on the Software. Online licence up-date is performed to determine whether the Cus-tomer is entitled to licence updates. The infor-mation sent to the WIG servers include, without limitation, all information from the WIG Licence Certificate together with system specific infor-mation such as IP address, operating systems and browser platforms as well as WIG specific infor-mation such as version number, security model, connection types and the number of open and planned documents. By allowing online licence updates or manually checking for licence updates, the Customer accepts that this information is sent to WIG for the purpose of receiving updates. WIG may also use the information to improve the Soft-ware.
2.2 User rights
If the Customer pays the Licence Fee, the Custom-er obtains a non-exclusive, non-transferable, worldwide right of use/Licence without the right to issue sublicences (unless otherwise expressly stat-ed in these end user licence terms) to: (i) install and Run the number of Copies to which the Cus-tomer has obtained a licence on the Customer's Servers, and (ii) grant Users access to use the Software installed on the WIG’s Servers in accord-ance with the WIG Licence Certificate for the peri-od specified in the WIG Licence Certificate.
The above rights are limited to the Customer’s use of the Software for internal business purposes. On termination of the Customer’s subscription/Licence, the WIG Licence Certificate will automatically dis-connect the Customer’s access to the Software.
2.3 Additional rights and limitations
The software is licensed, not sold. These end user licence terms only gives the Customer certain rights to use the Software. WIG reserves all other rights. The Customer may only use the Software in ac-cordance with what is expressly stated in these end user licence terms, unless the Customer has addi-tional rights in accordance with the legislation in force from time to time. The Customer must com-ply with all technical precautions in the Software, which only allows the Customer to use the Soft-ware according to specific instructions. The Cus-tomer agrees to refrain from and not allow others to (i) bypass any technical protection of the Soft-ware, (ii) reverse engineer, decompile, or remove the Software, except for cases where, and then only to such extent this is expressly permitted under the legislation in force from time to time, (iii) produce Copies of the Software (iv) make the Soft-ware available to others with a view to copying, (v) rent, lease or lend the Software, or (vi) use the Software to operate a service centre or the sub-scription service or for commercial software hosting services.
The Customer obtains no rights other than those expressly set out in these end user licence terms or WIG’s terms of sale and delivery. WIG or WIG’s licensor retains the exclusive right to all rights, including ownership rights, to the Software with associated Documentation and all intellectual prop-erty rights, including copyright, which follow from this. The Customer must not knowingly do anything to impair WIG’s ownership rights to the Software or attempt to acquire or register rights to WIG’s trademarks, copyrights or information.
The Customer’s use of hardware and software to (i) pool connections, (ii) redirect information, or (iii) reduce the number of devices or persons who have direct access to or use the Software (also referred to as ‘multiplexing’ or ‘pooling’) does not reduce the number of Licences that must be acquired by the Customer to use or Run Copies of the Software.
The Customer must not make public the results of any benchmark test of the Software without prior written consent by WIG. The Customer must not allow the Software to be included in the competi-tion analysis or the development of a competing product.
These end user licence terms do not give the Cus-tomer any rights to WIG’s trademarks. The Cus-tomer must not remove or change marks on the Software or other markings of WIG’s property. The Customer accepts that WIG may use the Custom-er’s name in lists, presentations, web pages and displays that are used by the WIG and which gen-erally describe WIG’s customers.
The Software may contain third-party software with a specified functionality. Any such third party soft-ware may require the Customer to conclude a sep-arate agreement with a third-party software or data provider in order to be able to fully use the appropriate software or functionality. WIG makes no warranties in relation to such third-party provid-ers, and any agreement with such third-party pro-viders will only be entered into between the Cus-tomer and the third-party provider. The Customer acknowledges and accepts that WIG has no obliga-tions or liability with regard to the Customer’s agreements entered into with a third party.
The rights granted to the Customer in accordance with the Licence Agreement are personal and may not be assigned to a third party without prior writ-ten consent from WIG.
If WIG makes a written request to the Customer maximum once annually the Customer must submit a signed statement to WIG which (a) confirms that the Software and Documentation is used in accord-ance with the provisions of these end user licence terms, and (b) indicates the number of Copies and the Users of the Software. If WIG makes a written request at a time agreed between the parties, but maximum once annually, the Customer agrees to grant WIG access to the Customer’s locations in order to WIG to inspect the use of the Software and the Documentation. This inspection is carried out within normal working hours and must not disturb the Customer’s normal business operations. If, in connection with the inspection, WIG finds that the Customer has used the Software and Documen-tation beyond the Licence granted pursuant to these end user licence terms and the WIG Licence Certificate, WIG reserves the right to request the Customer to pay the costs of the inspection with an addition of 125% of the list price for such addition-al use of the Software and Documentation.
3. Support and maintenance
WIG does not provide support and maintenance under these end user licence terms.
4. Return or destruction of the Software and Documentation up-on termination of Licence
If a licence granted under these end user licence terms is terminated in accordance with these end user licence terms the Customer must within 30 days (a) cease to use the Software and Documen-tation and (b) return the Software and Documenta-tion to WIG or confirm in writing that the material has been destroyed. This applies to all types of copies of the Software and Documentation, both partial and complete copies, on all types of media and computer memories, and regardless of whether the material is modified or integrated with other material.
5. In general
If a court or arbitral tribunal holds that a provision or a part of these end user licence terms is invalid or unenforceable, this must be changed so that it becomes valid, legal and enforceable, or deleted if such change cannot be implemented. Such change or deletion does not affect the enforceability of the remaining provisions of the Agreement.
5.2 Waiver of rights
Any waiver of any rights in the event of breach under these end user licence terms is not a waiver of other rights, and any waiver of rights must, in order to be valid, be in writing and signed by an authorised signatory of the party waiving its rights.
5.3 Entire agreement
These end user licence terms and any written sup-plements to these, the WIG Licence Certificate and appendices constitute the entire agreement be-tween the parties and supersedes all previous written or oral agreements or representations re-garding the subject matter of the Agreement. Changes to these end user licence terms must be in writing and signed by the authorised signatories of both parties.
6. Governing law and venue
6.1 Governing law
Danish law will apply to this Agreement, and the validity, interpretation and performance of the Agreement will be governed by and construed in accordance therewith, as if the Agreement had been entered into in Denmark. with the exception of the rules of private international law.
6.2 Disputes and venue
If a solution to the dispute is not found within a reasonable time, the parties agree that the dispute will be settled by arbitration. If The place of arbi-tration will be in Copenhagen, Denmark, and the dispute will be settled by the Danish Institute of Arbitration according to its rules as applicable at the commencement of the arbitration proceedings. The language of the arbitration tribunal will be Danish.
6.3 Legal fees
In any legal or arbitration proceedings between the parties relating to these end user licence terms, the winning party is entitled to reimbursement from the other party of its costs and reasonable fees and expenses for lawyers and other advisers incurred in connection with the legal or arbitration proceed-ings, including costs, fees and expenses in connec-tion with the appeal of the case, in addition to any other amounts stated in the judgment. This provi-sion is independent of the remaining provisions of the Agreement and will continue and not be includ-ed in any judgment.