These General Terms and Conditions (“General Terms and Conditions”) are valid from 2nd September 2024. These General Terms and Conditions for Fundiment A/S, CVR number 39228327 including all its subsidiaries, branches, and other entities (“Fundiment”) apply to any business matters between Fundiment and the customer (the “Customer”), and the Customer’s use of the Fundiment services. The parties are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

Scope

By establishing a customer relationship with Fundiment, the Customer will be able to use Fundiment’s services. The Customer will not, at any time, be entitled to make use of Fundiment’s services unless a separate agreement has been concluded.

The Customer must ensure that its use of Fundiment’s service does not occur in a manner that could harm Fundiment’s name or reputation or which is in violation of relevant legislation or other regulation.

Establishing Customer Relationships

Before a customer relationship can be established with Fundiment, the Customer must provide necessary information so that Fundiment can comply with KYC (Know Your Customer) and AML (Anti-Money Laundering) principles such as, but not limited to, name, CPR, and CVR number. If requested by Fundiment, the Customer must provide necessary information and/or connect to necessary integrated services to allow Fundiment to offer its services and make a reasonable credit rating. The Customer is obliged to supply accurate, truthful, and updated information throughout the duration of the customer relationship.

The Customer must also accept and sign (e.g., with NemID) an agreement with Fundiment before a customer relationship is established.

In the event that the Customer decides to use Fundiment’s services, the Customer represents and warrants that the Customer has read and accepted the General Terms and Conditions and any arranged agreements between the Customer and Fundiment. The Customer thereby understands that these terms and conditions are binding.

Acceptance

The General Terms and Conditions apply when establishing customer relationships by the Customer using Fundiment’s service (or by otherwise announcing acceptance thereof), and they apply between Fundiment and the Customer.

Unless otherwise agreed in writing, these General Terms and Conditions apply in their entirety and are an applicable and integral part of all agreements between Fundiment and the Customer regarding the use of Fundiment’s service.

Duration

These General Terms and Conditions take effect when a customer relationship is established and last for as long as the Customer uses Fundiment’s service.

Termination

The Customer may terminate the customer relationship when the Customer no longer uses Fundiment’s service and if there is no outstanding balance between Fundiment and the Customer, including that the debtor has paid all outstanding in full to Fundiment. The Customer does this by terminating in writing its customer relationship with Fundiment via email: support@fundiment.co.

Fundiment may terminate the customer relationship with the Customer at any time. This includes events where the Customer has breached the General Terms and Conditions and/or any agreements between the Customer and Fundiment.

Operational Stability

Fundiment seeks maximum operational stability but is not responsible for any breakdowns or disruptions, including operational disruptions caused by factors beyond Fundiment’s control. This means, among other things, power failure, equipment failure, Internet connection disruption, telecommunications connection disruption, or the like. Fundiment’s service is provided as is, and Fundiment waives any warranty, guarantee, claim, or other terms, whether direct or indirect. In case of breakdowns or disruptions, Fundiment strives to restore normal operations as soon as possible.

Scheduled interruptions will preferably happen between 21:00-06:00 CET. Should it become necessary to limit access to Fundiment’s service outside the stated period, Customers will be notified to the extent possible.

Change of Service

Fundiment is entitled to continually make updates and improvements to the services it offers. Fundiment is also entitled to change the composition and structure of services. Such updates, enhancements, and changes may occur with or without notice and may affect Fundiment’s service to the Customer, including information and data.

Intellectual Property Rights

Fundiment’s service is protected by copyright and other intellectual property rights and belongs to or is licensed to Fundiment. The Customer must notify Fundiment of any actual or potential infringement of Fundiment’s intellectual property or any unauthorized use of the Fundiment service, which the Customer becomes aware of through the Customer’s use of Fundiment’s service.

No intellectual property rights are transferred to the Customer in connection with the customer relationship.

In relation to material uploaded by the Customer and the Customer’s data, the Customer grants Fundiment and its suppliers permission and a global license sufficient for Fundiment to properly perform and operate its services and fulfill its obligations to the Customer. The Customer warrants that the uploaded material does not infringe any third party’s rights and does not contain material that may be offensive or in violation of any relevant legislation or other regulation.

Use of Fundiment’s service does not imply the right to transfer Fundiment’s documents and content, copy documents or content for transfer, or otherwise redistribute or share documents and content with any organization, company, or person without a prior written agreement with Fundiment.

Fundiment’s Responsibility

Fundiment waives any responsibility in relation to the use of Fundiment’s service, including for operating loss, consequential damage, or other indirect loss, data loss, and/or loss caused by virus programs received from programs or files that can be downloaded through Fundiment’s service. Any use of Fundiment’s service is thus the Customer’s own risk and responsibility, unless otherwise provided by mandatory law.

Although Fundiment endeavors to ensure that information regarding all services is accurate, the accuracy of the information cannot be guaranteed. Information is subject to change by Fundiment without notice.

Fundiment is not responsible for any third-party solutions that are available and/or integrated into Fundiment’s service, such as third-party solutions used in risk and credit assessments. Thus, Fundiment cannot be held responsible for the accuracy, completeness, quality, and/or reliability of the information, nor the results obtained through these third-party solutions.

If Fundiment is unable to comply with a commitment or provide a service due to circumstances, conditions, or other factors beyond Fundiment’s control (force majeure), Fundiment shall be exempt from the respective obligation so long as such circumstances, conditions, or disturbances apply.

Customer Responsibility

The Customer agrees to indemnify Fundiment against any claim or loss to the extent that it arises from the Customer’s improper use of Fundiment’s service. In the event that the Customer breaches its obligations under the General Terms and Conditions and/or agreements made between the Customer and Fundiment, Fundiment will be entitled to terminate the customer relationship and enforce all remedies for breach of contract available under Danish law, including the right to claim damages for other losses resulting from the breach of contract.

Fundiment is, furthermore, entitled to set the terms of the repayment.

Confidentiality

Regarding the processing of personal data that the Customer uses or discloses as data controller in connection with Fundiment’s service, please refer to Fundiment’s “Privacy and Cookie Policy.” If a data processing agreement is entered into in connection with the establishment of a customer relationship, the provisions of the data processor agreement between Fundiment and the Customer shall apply.

The Parties are mutually obligated to process knowledge, material, and information about the other Party, received in connection with the use or delivery of Fundiment’s service, in confidence. No Party is thus entitled to disclose such information to any third-party unless (i) this is provided in connection with the provision of the Fundiment service; (ii) such information is publicly available; (iii) where the Party has obtained the information from a third-party outside of these confidentiality obligations; or (iv) where the Party is required to disclose the information in accordance with the law or by order of an authority or court.

Changes to General Terms and Conditions

If, in these General Terms and Conditions, there is a provision that does not comply with the law, that provision must be interpreted so as to have the widest possible legal effect. If it is not possible to give the provision any legal effect at all, it must be regarded as separate from the other terms.

Fundiment is entitled to change these General Terms and Conditions in every respect. The applicable General Terms and Conditions will be available on Fundiment’s website. Fundiment intends to provide reasonable notice (1 month) in connection with any change, by notifying on the website or by email. Use of Fundiment’s service after a change to these General Terms constitutes an acceptance of such modified General Terms. It is the Customer’s obligation to stay informed of such changes to the General Terms and Conditions on an ongoing basis.

Jurisdiction and Venue

These General Terms and Conditions are governed by Danish law, with the exception of conflict of laws rules, which may result in a result other than the application of Danish law.

Any dispute relating to or arising out of these General Terms and Conditions, including any disputes concerning the existence or validity of the agreement, shall be governed by the exclusive jurisdiction of the Danish courts and shall be brought before the City Court of Copenhagen.

Validity

These General Terms and Conditions are valid from 2nd September 2024.