Preamble
3. Scope of Services
4. Subscription and LIghthouse Platform
5. Financial Terms and Payment
6. Intellectual Property Rights
7. Error Identification
8. Third-Party Systems and Platforms
9. Warranties, Disclaimers and Liablity
10. Confidentiality
11. Data Protection
12. Term and Termination
13. Force Majeure
14. General Provisions
15. Governing Law and Dispute Resulation
16. Client Identification
Appendices
Cloudify Framework Agreement for Custom Integration Services
1.Definitions
The following terms shall have the meanings stated below:
"Client" means the company or individual identified in the Commercial Agreement (Quote) that has accepted Cloudify's services.
"Commercial Agreement" or "Quote" means the project-specific quote or proposal sent to the Client via HubSpot (or other channel), which specifies the integration scope, pricing, timeline, and deliverables for a specific project. Acceptance of a Quote constitutes acceptance of this Framework Agreement.
"Additional Services" means services not covered or included in a Commercial Agreement, which may be provided by Cloudify at the Client's request at a price to be agreed separately between the Parties in writing.
"Client-Induced Error" means data quality issues, missing required fields, incorrect field mappings, or other errors in the Client's systems that cause a Workflow to fail or produce incorrect results. Client-Induced Errors are identified through Lighthouse notifications and must be corrected by the Client before the Workflow can be replayed.
"Client Prerequisites" means the systems configuration, API access credentials, technical documentation, data specifications, and other requirements that the Client must provide to enable Cloudify to perform the Integration Services.
"Connector" means a pre-built or custom integration component that connects a third-party application (the "connected app") to Lighthouse. Examples include connectors for Stripe, e-conomic, HubSpot, Pipedrive, Shopify, Monday.com, and other business applications. The complexity and pricing of each Connector varies based on the features and API capabilities of the connected app. Standard Connector pricing is available at http://custom.cloudify.biz.
"Data Dictionary" means the document or specification that maps data fields between the Client's systems, defining how data should be transformed, validated, and synchronized by the Integration.
"Framework Agreement" means this agreement, including all appendices.
"Integration" or "Integration Services" means the custom integration development, configuration, testing, and deployment services provided by Cloudify as specified in a Commercial Agreement. An Integration typically consists of one or more Workflows across multiple Connectors.
"Lighthouse" means Cloudify's proprietary integration platform used to develop, configure, monitor, and manage Integrations and Workflows.
"Minimum Commitment Period" means the minimum period specified in a Commercial Agreement during which both Parties are bound and neither Party is entitled to terminate the Commercial Agreement without cause.
"Modified Connector" means a connector that has been customized from Cloudify's standard connector to accommodate Client-specific security requirements or permission restrictions. Development of Modified Connectors constitutes Additional Services and is billed separately.
"Parties" means Cloudify and the Client collectively. "Party" means either Cloudify or the Client individually.
"Setup Fee" means the one-time fee charged by Cloudify for the development, configuration, and initial testing of an Integration as specified in a Commercial Agreement.
"Standard Connector" means a pre-built connector with Cloudify's standard set of API permissions, requiring no customization. Standard Connector pricing is available at http://custom.cloudify.biz and is based on the complexity of the connected application.
"Subscription Fee" means the recurring monthly or annual fee for ongoing operation, monitoring, and maintenance of an Integration via the Lighthouse platform. The Subscription Fee covers Connector costs and Workflow usage limits, as specified in the Commercial Agreement and configured in the Lighthouse pricing tool at http://custom.cloudify.biz.
"UAT" (User Acceptance Testing) means the Client's testing and verification of the Integration to confirm it meets the requirements specified in the Commercial Agreement and Data Dictionary.
"Workflow" means a single execution of an Integration, regardless of how many steps, transformations, or operations the Integration contains. Each time a Workflow executes, it counts as one (1) billable Workflow. For example, an integration that syncs a customer record with 15 data transformations across three Connectors counts as one (1) Workflow per execution. Workflows are billed based on a monthly limit specified in the Commercial Agreement and Lighthouse dashboard. Workflows exceeding the included monthly limit are billed at DKK 1.00 per Workflow or according to the pricing specified in the Commercial Agreement.
Acceptance and Binding Effect
2.1 Acceptance of Framework Agreement
By accepting a Commercial Agreement (Quote) from Cloudify, the Client acknowledges that they have:
Read and understood this Framework Agreement
Agreed to be bound by all terms and conditions herein
Authority to bind their organization to this Agreement
2.2 Electronic Acceptance
Electronic acceptance of a Quote via HubSpot (or other electronic signature platform) constitutes legally binding acceptance of both the Quote and this Framework Agreement.
2.3 Multiple Projects
Once the Client has accepted a Quote and this Framework Agreement, this Framework Agreement shall govern all subsequent Commercial Agreements between the Parties unless a new Framework Agreement is executed.
2.4 Access to Framework Agreement
This Framework Agreement is publicly available at:
Linked in all Quotes sent via HubSpot
Available upon request from Cloudify
Scope of Services
3.1 Cloudify's Responsibilities
Cloudify shall provide the following services for each Integration as specified in the Commercial Agreement:
(a) Connector Selection and Configuration: Select and configure appropriate Connectors for the systems to be integrated. Connector pricing is based on the complexity of the connected application and is available at http://custom.cloudify.biz. The specific Connectors to be used are specified in the applicable Commercial Agreement.
(b) Connector Modification (if required): If the Client's security requirements or policies require restricted or modified API permissions, Cloudify may modify a Standard Connector to accommodate those requirements. Such modifications constitute Additional Services and shall be billed separately as specified in Clause 5.6. The Client acknowledges that modifying connectors increases complexity and development time.
(c) Architecture and Design: Design the integration architecture and data flows based on the Client's requirements.
(d) Development: Develop custom transformations, API integrations, data transformations, and automation Workflows as specified in the Commercial Agreement.
(e) Configuration: Configure the Integration within the Lighthouse platform, including mapping data fields as defined in the Data Dictionary and setting up Workflow execution rules and conditions.
(f) Internal Testing: Test the Integration internally to ensure it functions as designed and handles data correctly.
(g) Documentation: Provide documentation of the Integration's configuration, data flows, and any custom logic implemented.
(h) Deployment Support: Assist with deploying the Integration to the production environment once UAT is complete.
3.2 Client's Responsibilities
The Client acknowledges and agrees that the following are prerequisites for Cloudify to perform the Integration Services:
(a) System Configuration: Ensure that all systems to be integrated (including third-party platforms) are properly configured to support the Integration requirements, including:
Enabling necessary modules (e.g., OSS, accrual/periodization, multi-currency)
Creating required custom fields, product groups, or data structures
Configuring VAT/tax codes and accounting settings
Ensuring all required fields contain valid data
(b) API Access and Connector Licensing:
Maintain active accounts and licenses with all third-party applications that will be connected via Connectors
Provide Cloudify with the necessary API credentials, webhooks, OAuth tokens, and system access permissions required to develop and test each Connector
For Standard Connectors, the Client acknowledges that standard API permissions as defined by Cloudify will be used
If the Client requires restricted or modified permissions, the Client shall inform Cloudify in advance, and such modifications shall be billed as Additional Services
(c) Security Requirements Specification: If the Client requires restricted API access or custom security configurations (beyond standard API access), the Client shall provide detailed written specifications of required permissions and security constraints. The Client acknowledges that customizing Connectors based on security requirements constitutes Additional Services and requires additional development time and cost.
(d) Data Quality: Ensure that all data transferred through the Integration is accurate, complete, and properly formatted. The Client is responsible for maintaining data quality in their source systems, including ensuring all required fields are populated with valid data.
(e) Data Dictionary Approval: Review and approve the Data Dictionary that defines how data will be mapped and transformed between systems. The Client is responsible for ensuring the Data Dictionary accurately reflects their business requirements and that source systems contain the required data.
(f) Timely Response: Respond to Cloudify's requests for information, clarification, or approvals within five (5) business days. Failure to respond within this timeframe may result in project delays for which Cloudify shall not be liable.
(g) Client-Induced Error Resolution: Promptly address Client-Induced Errors identified through Lighthouse notifications and Notes posted in third-party applications. Client-Induced Errors must be corrected by the Client in their source systems before Workflows can be successfully replayed. The Client shall not hold Cloudify responsible for Workflow failures caused by Client-Induced Errors.
(h) UAT Completion: Complete User Acceptance Testing within ten (10) business days of Cloudify notifying the Client that the Integration is ready for UAT. If the Client does not respond within this timeframe, the Integration shall be deemed accepted.
(i) System Stability: Maintain the stability and availability of their systems during the development and testing phases. Cloudify shall not be responsible for delays caused by Client system downtime or unavailability.
3.3 Prerequisites and Project Delays
The Client acknowledges that Cloudify cannot commence or complete Integration Services until the Client has fulfilled the Client Prerequisites specified in Clause 3.2 and the applicable Commercial Agreement.
Any delays caused by the Client's failure to fulfill Client Prerequisites shall:
Extend the project timeline by the duration of the delay
Not constitute a breach by Cloudify of any delivery timeline
Not entitle the Client to any refund, credit, or reduction in fees
Subscription and Lighthouse Platform
4.1 Lighthouse Subscription Structure
The Client's Lighthouse subscription consists of the following components, all of which are combined into a single Subscription Fee (monthly or annual):
(a) Connectors: The Client includes a specified number of Connectors in the subscription. Each Connector enables the Client to connect to a third-party application. Connector pricing is based on the complexity and API capabilities of the connected application. Standard Connector pricing is available at http://custom.cloudify.biz. The specific Connectors included in the subscription are listed in the Commercial Agreement.
(b) Workflows: The Client includes a specified monthly limit of Workflow executions. Each Workflow execution counts as one (1) billable unit. Workflows are billed based on the number of executions, not on the number of data fields processed or steps in the Integration. Standard Workflow pricing tiers are available at http://custom.cloudify.biz. The Client can select from predetermined Workflow tiers or arrange a custom Workflow limit by quote.
(c) Monitoring and Support: The subscription includes operation and monitoring of the Integration via Lighthouse, including:
Automatic execution of Workflows on a schedule (hourly, daily, weekly, etc.) as configured
Real-time monitoring and error detection
Standard support during business hours (Monday-Friday, 8:00 AM - 5:00 PM CET)
Routine maintenance and bug fixes
Alerting for failed Workflows (via email and/or Lighthouse dashboard)
4.2 Workflow Usage and Overage Billing
(a) Included Workflows: The Commercial Agreement specifies the number of Workflow executions included per calendar month. This limit is predetermined and specified at the time of purchase.
(b) Workflow Execution Definition: A Workflow is counted as one (1) execution each time the Integration runs, regardless of:
The number of data transformations performed
The number of Connectors involved
The number of data fields processed
The number of records or transactions handled
Example 1: An Integration that syncs a customer from Stripe to e-conomic with 15 data fields and multiple validation steps = 1 Workflow per execution.
Example 2: An Integration that syncs 5,000 customer records from Stripe to e-conomic = 5,000 Workflows (one per record), not 5,000 × 15 fields.
(c) Overage Pricing: If the Client exceeds the included monthly Workflow limit, additional Workflows are billed at one of the following rates:
DKK 1.00 per Workflow (standard rate), or
According to the pricing specified in the Commercial Agreement (if custom pricing was agreed)
Overage Workflows are invoiced at the end of the month in which they were executed.
(d) Usage Visibility: The Client can monitor monthly Workflow usage in real time through the Lighthouse dashboard. Usage reports are also available via the Lighthouse platform and via regular reporting to the Client's designated contact.
(e) No Credit for Unused Workflows: Workflow limits are monthly quotas that do not roll over to subsequent months. Unused Workflows in one month do not generate credits for the following month.
4.3 Connector Configuration and Costs
(a) Connector Pricing: Each Connector incurs a monthly fee based on its complexity. Pricing is listed at http://custom.cloudify.biz and in the Commercial Agreement. Examples of Connector pricing tiers may include:
Simple Connectors (e.g., basic webhooks, standard SaaS integrations): Lower pricing tier
Standard Connectors (e.g., Stripe, e-conomic, HubSpot): Mid-range pricing tier
Complex Connectors (e.g., enterprise ERP systems, multi-tenant platforms): Higher pricing tier
(b) Connector Modifications: If the Client requires a Modified Connector with restricted API permissions or custom logic, such modifications are billed as Additional Services. The Client shall request such modifications in writing, and Cloudify shall provide a separate quote for the Connector modification work.
(c) Adding Connectors: If the Client wishes to add additional Connectors to an existing subscription, Cloudify shall update the Commercial Agreement, and the Subscription Fee shall be adjusted to reflect the additional Connector costs, effective on the date specified in the updated Commercial Agreement.
6.Intellectual Property Rights
6.1 Client-Specific Integrations
Upon full payment of all fees, the Client shall own the specific Integration configuration, data mappings, and custom logic developed exclusively for the Client under a Commercial Agreement.
6.2 Cloudify Platform and Tools
Notwithstanding Clause 6.1, Cloudify retains all ownership rights to:
(a) The Lighthouse platform, including all software, code, algorithms, and infrastructure
(b) Standard Connectors and pre-built components
(c) Any improvements, enhancements, or derivative works to the Lighthouse platform or Connectors developed during or as a result of providing services to the Client
(d) Documentation, methodologies, and processes used by Cloudify
(e) Modified Connectors (customized versions of Standard Connectors) remain Cloudify property, though the Client may use such Modified Connectors solely for operating their own Integrations
6.3 License to Client
Cloudify grants the Client a non-exclusive, non-transferable license to use the Lighthouse platform, Standard Connectors, and any Modified Connectors solely for the purpose of operating the Client's Integrations during the term of the applicable Subscription.
7.Error Identification and Resolution
7.1 Workflow Error Handling
When a Workflow fails to execute or produces unexpected results, Cloudify's Lighthouse platform automatically detects the error and notifies the Client. Cloudify shall identify the root cause through Lighthouse logging and notify the Client.
7.2 Cloudify-Caused Errors
Errors caused by defects in Cloudify's Integration design, configuration, Workflow logic, or Connector implementation shall be corrected by Cloudify at no cost to the Client. Cloudify shall provide a corrected Workflow for re-execution.
7.3 Client-Induced Errors
Client-Induced Errors are data quality issues originating in the Client's systems, including but not limited to:
(a) Missing required fields or data that is referenced in the Data Dictionary (b) Incorrectly formatted data (e.g., invalid email addresses, phone numbers, dates, currency values) (c) Invalid references to parent records (e.g., missing customer ID when syncing an order) (d) Duplicate or conflicting data in the Client's source system (e) Data that violates the Client's own system validation rules (f) Incomplete or corrupted data transmitted from the triggering application
7.4 Client Notification and Correction Process
(a) Notification Method: Cloudify identifies Client-Induced Errors through Lighthouse and notifies the Client via:
Lighthouse error notifications and dashboard alerts
Notes posted directly in the third-party application (if the third-party app supports this feature, e.g., HubSpot, Pipedrive, Shopify)
Email to the Client's technical contact
(b) Notification Content: The notification includes:
The specific error and affected records
The root cause (missing field, invalid format, etc.)
The action required to correct the error
Instructions for correcting the data in the triggering application
(c) Client Correction Responsibility: The Client shall:
Correct the Client-Induced Error in the triggering application (the source system)
Ensure the corrected data is complete and valid before replay
Notify Cloudify once the error has been corrected, or initiate a Workflow replay
(d) Workflow Replay Process: Once the Client has corrected the Client-Induced Error in the triggering application, the Workflow may be replayed through one of the following methods:
Manual replay via Lighthouse dashboard: The Client logs into Lighthouse and manually triggers a replay of the failed Workflow
Replay via Notes links in third-party app: If the third-party application supports Notes (e.g., HubSpot, Pipedrive, Shopify), Cloudify posts a link in the Notes that allows the Client to trigger a replay directly from the third-party app without logging into Lighthouse
Automatic retry: Cloudify may configure automatic retries for certain types of errors, in which case the Workflow will automatically re-execute after the Client has corrected the data
(e) Workflow Replay Counting: Each replay of a failed Workflow counts as one (1) billable Workflow execution. If the replay is caused by a Client-Induced Error, the replay execution is counted against the Client's monthly Workflow limit (or billed as an overage if limits are exceeded).
7.5 Client Responsibility for Error Resolution
The Client acknowledges and agrees that:
(a) The Client is responsible for monitoring Lighthouse notifications, dashboard alerts, and Notes in third-party applications for error alerts (b) The Client shall promptly correct Client-Induced Errors in their source systems and triggering applications (c) Delays in resolving Client-Induced Errors will delay Integration operations and may cause Workflow failures (d) Repeated Client-Induced Errors may indicate a need for Data Dictionary changes, enhanced data validation, or Additional Services (e) Cloudify shall not be responsible for Workflow failures caused by Client-Induced Errors, and such failures shall not be counted against Cloudify's SLA or support obligations
8.Third-Party Systems and Platforms
8.1 Client Responsibility for Third-Party Systems
The Client acknowledges and agrees that:
(a) Cloudify's Integration Services depend on the proper functioning and availability of third-party systems and platforms (e.g., Stripe, e-conomic, HubSpot, Pipedrive, Shopify, Monday.com, etc.).
(b) The Client is solely responsible for:
(c) Cloudify shall not be liable for:
Failures, outages, or changes to third-party platforms
Changes to third-party APIs that break or limit Integration functionality
Data loss or errors caused by third-party platform malfunctions
The Client's failure to comply with third-party terms of service
Third-party platform downtime or unavailability
8.2 Changes to Third-Party Systems
If a third-party platform makes changes to its API, data structure, or features that require modifications to an Integration or Connector, Cloudify will notify the Client and such modifications shall be treated as Additional Services subject to additional fees.
9.Warranties, Disclaimers and Liablity
9.1 Cloudify's Warranties
Cloudify warrants that:
(a) Integration Services will be performed in a professional and workmanlike manner
(b) Cloudify has the right to provide the services and grant the licenses contemplated by this Agreement
(c) The Integrations will substantially conform to the specifications in the applicable
Commercial Agreement and Data Dictionary, when used in accordance with Cloudify's documentation and when the Client has provided accurate data free of Client-Induced Errors
9.2 Warranty Remedy
If an Integration fails to conform to the specifications in Clause 9.1(c) due to Cloudify's error, Cloudify will use commercially reasonable efforts to correct the non-conformity. If Cloudify is unable to correct the non-conformity within a reasonable time, the Client's sole remedy is a pro-rata refund of the Setup Fee proportionate to the non-conforming functionality.
9.3 Disclaimer of Other Warranties
EXCEPT AS EXPRESSLY PROVIDED IN CLAUSE 9.1, CLOUDIFY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CLOUDIFY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Without limiting the foregoing, Cloudify does not warrant that:
Integrations will be error-free or operate without interruption
- All errors or defects will be corrected
- Integrations will meet the Client's specific requirements (unless documented in a Commercial Agreement)
- Third-party platforms will continue to function as expected
- Client-Induced Errors will not occur
- The Lighthouse platform will be available 100% of the time
9.4 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
- Loss of profits, revenue, or anticipated savings
- Loss of data or cost of substitute services
- Loss of business opportunity or reputation
- Costs of procurement of substitute goods or services
This exclusion applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and whether or not the party has been advised of the possibility of such damages.
9.5 Liability Cap and Claims Period
(a) Liability Cap: Cloudify's total aggregate liability arising out of or related to any Commercial Agreement shall not exceed the greater of:
EUR 10,000, or
The total fees actually paid by the Client to Cloudify under the applicable Commercial Agreement in the twelve (12) months preceding the event giving rise to the claim
Cloudify's total aggregate liability for all Commercial Agreements under this Framework Agreement shall not exceed EUR 25,000 or the total fees paid in the preceding twelve months, whichever is greater.
(b) Claims Period: Any claim arising out of or related to a Commercial Agreement must be brought within twelve (12) months from the date the claiming Party became aware or should reasonably have become aware of the facts giving rise to the claim. Additionally, claims must be brought no later than two (2) weeks after the Integration has been put live in production.
Claims not brought within these periods are barred.
(c) Exception: The claims period does not apply to disputes over billing or invoicing, which may be raised within thirty (30) days of invoice date.
9.6 Client Indemnification
The Client shall indemnify, defend, and hold harmless Cloudify from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:
(a) The Client's breach of this Agreement (b) The Client's violation of applicable laws or third-party rights (c) Data, content, or materials provided by the Client (d) The Client's use of Integrations in violation of this Agreement or applicable law (e) Client-Induced Errors that cause Workflow failures
9.7 Exceptions to Limitations
The limitations in this Clause 9 do not apply to:
A Party's willful misconduct or gross negligence
A Party's breach of confidentiality obligations
The Client's indemnification obligations
Liability that cannot be limited under applicable law
10.Confidentiality
10.1 Confidential Information
"Confidential Information" means all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, or by inspection of tangible objects, that:
(a) Is marked as "Confidential," "Proprietary," or with a similar designation, or (b) Would reasonably be considered confidential given the nature of the information and circumstances of disclosure
Confidential Information includes, but is not limited to: technical data, business plans, customer data, pricing, integration configurations, API credentials, and the terms of this Agreement and Commercial Agreements.
10.2 Exclusions
Confidential Information does not include information that:
(a) Is or becomes publicly available through no breach of this Agreement (b) Was rightfully known by the Receiving Party prior to disclosure (c) Is rightfully obtained by the Receiving Party from a third party without breach of confidentiality obligations (d) Is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information
10.3 Obligations
The Receiving Party shall:
(a) Use the Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement (b) Not disclose Confidential Information to any third party except as permitted by this Agreement (c) Protect Confidential Information using the same degree of care it uses for its own confidential information (but no less than reasonable care) (d) Limit disclosure to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations
10.4 Permitted Disclosures
The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that (to the extent legally permitted) the Receiving Party:
(a) Provides prompt written notice to the Disclosing Party (b) Cooperates with the Disclosing Party's efforts to seek a protective order (c) Discloses only the minimum information required
10.5 Duration
The confidentiality obligations shall continue for three (3) years from the date of disclosure or, for trade secrets, for as long as the information qualifies as a trade secret under applicable law.
11.Data Protection
The Parties' obligations regarding the processing of personal data are governed by Cloudify's Data Processing Agreement (DPA), which is hereby incorporated by reference and forms an integral part of this Framework Agreement.
The Client acknowledges that it has reviewed and agrees to the terms of the DPA, which is available at https://cloudify.biz/data-processing-agreement.
13.Force Majerue
13.1 Suspension of Obligations
Neither Party shall be liable for failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond the Party's reasonable control, including but not limited to:
Acts of God (earthquake, flood, fire, storm, natural disaster)
War, invasion, hostilities, terrorism, civil unrest, or riot
Government actions, laws, regulations, or embargoes
Epidemics or pandemics
Labor strikes or lockouts
Failure of telecommunications, internet, or cloud service providers
Failure or delay by third-party platforms or suppliers
Cyberattacks, hacking, or ransomware
13.2 Notice and Mitigation
The Party affected by a force majeure event shall:
(a) Notify the other Party in writing as soon as reasonably practicable
(b) Use commercially reasonable efforts to mitigate the effects of the force majeure event
(c) Resume performance as soon as the force majeure event ceases
13.3 Extended Force Majeure
If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate the affected Commercial Agreement upon written notice without liability (except for payment of fees for services performed prior to termination).
General Provisions
14.1 Entire Agreement
This Framework Agreement, together with each Commercial Agreement and the DPA, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
14.2 Amendments
This Framework Agreement may only be amended by a written document signed by authorized representatives of both Parties.
Cloudify may amend this Framework Agreement by providing the Client with ninety (90) days' written notice. If the Client objects to the amendment, the Client may terminate this Agreement effective as of the date the amendment would take effect.
14.3 Assignment
The Client may not assign or transfer this Agreement or any Commercial Agreement without Cloudify's prior written consent.
Cloudify may assign this Agreement or any Commercial Agreement: (a) To an affiliate or subsidiary (b) In connection with a merger, acquisition, or sale of all or substantially all of its assets
14.4 Subcontractors
Cloudify may use subcontractors to perform services under this Agreement, provided that Cloudify remains responsible for the performance of such subcontractors.
14.5 Independent Contractors
The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.
14.6 Notices
All notices under this Agreement shall be in writing and delivered:
(a) By email to the addresses specified in the Commercial Agreement (or as updated by written notice), or (b) By registered mail to the addresses set forth in the preamble to this Agreement
Notices are deemed received:
If by email: Upon confirmation of receipt
If by mail: Five (5) business days after mailing
14.7 Waiver
Failure or delay by either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
14.8 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
14.9 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Electronic signatures (including DocuSign, Adobe Sign, or similar) shall have the same legal effect as original signatures.
15.Governing Law and Dispute Resolution
15.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Denmark, without regard to its conflict of laws principles.
15.2 Dispute Resolution Process
In the event of any dispute arising out of or relating to this Agreement:
(Step 1) Good Faith Negotiations: The Parties shall first attempt to resolve the dispute through good faith negotiations between senior executives of each Party for a period of thirty (30) days.
(Step 2) Mediation: If the dispute is not resolved through negotiation, the Parties shall submit the dispute to mediation administered by a mutually agreed mediator in Copenhagen, Denmark. Each Party shall bear its own costs of mediation, and the Parties shall share equally the fees of the mediator.
(Step 3) Arbitration: If the dispute is not resolved through mediation within sixty (60) days of the request for mediation, the dispute shall be finally resolved by arbitration administered by the Danish Institute of Arbitration ("Voldgiftsinstituttet") in accordance with its Rules for Expedited Arbitration, unless the Institute determines that the Arbitration Rules should apply based on the complexity and value of the dispute.
The arbitration shall be conducted in Copenhagen, Denmark in the English or Danish language (as agreed by the Parties or determined by the arbitrator).
The arbitrator's decision shall be final and binding on the Parties.
15.3 Injunctive Relief
Notwithstanding the dispute resolution process in Clause 15.2, either Party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm, including to protect confidential information or intellectual property rights.
16.Client Identification
16.1 Client Details
The Client is identified in the Commercial Agreement (Quote) accepted by the Client. The Quote specifies:
Client company name
Client address
Client VAT/CVR number
Client contact person
Date of acceptance
16.2 Binding on Client
By accepting the Quote, the Client identified therein agrees to be bound by this Framework Agreement.
