General Services Vendor Terms

1. PREAMBLE

1.1 These general purchasing conditions (the “Conditions”) form part of and govern the transaction for Services between Buyer (as defined) and Supplier (as defined) and shall be deemed incorporated by reference into the Service Agreement between the Parties, where no other conditions or terms are specifically agreed.

1.2 Subject to Clause 1.1 above, in the case of conflict or ambiguity, the order of precedence for the Service Agreement, Purchase Orders, as applicable, and the Conditions shall be as follows, unless the Parties expressly agree otherwise:

(a) the Service Agreement;

(b) as applicable, any Purchase Order under the Service Agreement; and

2. DEFINITIONS

2.1 Terms and acronyms used in the Service Agreement and the Conditions.

Defined terms and acronyms with capital letters shall have the meaning defined below. Any capitalized but not hereunder defined terms shall have the same meaning as defined under the Service Agreement.

“Affiliate” means any entity controlling, controlled by, or under common control with a Party, including (i) other persons directly or indirectly minority owned by the Party where there is a legal prerequisite under local law for local majority ownership, or (ii) any person under common control by a Party or under common control by a person under the direct or indirect control of the Party, or (iii) any person under the direct or in direct control of a person that has the direct or indirect control of the Party.

“Associated Company” means any entity which is not an Affiliate but is partly owned or managed by Buyer or an Affiliate of Buyer.

“Associated Person” means a Party’s officers, directors, shareholders, employees, agents and other intermediaries and any other person (which is not an Associated Company) acting directly or indirectly on its behalf.

“Clause” means a clause contained in the Conditions or the Service Agreement.

“Confidential Information” means the information and documentation, whether disclosed to or accessed by Buyer Group or Supplier in writing, orally or otherwise in connection with the Service Agreement, including: (i) with respect to Buyer’s Group, all information concerning Buyer’s Group, including its employees, products, services, customers, contractors and other third parties conducting business with Buyer’s Group or other technical and commercial matters, (ii) the terms of the Service Agreement, (iii) with respect to Supplier, all information of Supplier, of its employees, products, services, customers, Supplier’s contractors and other third parties conducting business with Supplier, (iv) any information developed by reference to or use of information of Buyer’s Group or Supplier referenced above, (v) any information which is revealed, stated to be or marked as confidential, and (vi) any information which according to applicable law is confidential.

“Conditions” means these general purchasing conditions including its Schedules, as amended from time to time in writing by authorized signatories.

“Day” means a calendar day.

“Deliverables” means any and all reports, documents, templates, studies, Documentation, customization, parameter setting, source code, object code, specifications, abstracts, summaries and other work products and materials prepared for and/or to be delivered to Buyer during the course of Supplier’s performance of the Services.

“Documentation” means all documents, records, written material and other copies whether in physical or electronic form, specifications, technical manuals documenting the operational procedures and configurations of Deliverables prepared or delivered in the course of or related to the Services.

“Effective Date” means the date of the last authorized signature of the Service Agreement or as otherwise specified in the Service Agreement.

“Government” means any national, regional or local government, including any department, agency or other entity or body thereof and any enterprise owned, managed or otherwise controlled by any government, agency, entity or body.

“Group” means a Party and any Affiliates and Associated Companies of that Party including their directors and employees.

“Group Entity” means one of Buyer or Supplier or a respective Affiliate or Associated Company.

“Intellectual Property Rights” means copyrights and related rights, patents, utility models, trademarks, service marks, trade names, topography rights, design rights and rights in databases, domain names, rights in know-how, trade secrets and all applications or pending applications for such in all cases whether or not registerable in any country and all rights and forms of protection of a similar nature or having equivalent or similar effect anywhere in the world.

“Party” or “Parties” means one of the parties or both of the parties, respectively, to the Service Agreement.

“Purchase Order” means a purchase order entered into pursuant to the Service Agreement, as applicable.

“Schedule” means a schedule to the Service Agreement and the Conditions.

“Service Agreement” means the agreement for the purchase of Services between Buyer and Supplier.

“Services” means all services performed by Supplier for Buyer pursuant to the Service Agreement and/or any Purchase Order entered into under the Service Agreement.

“Working Day” means Monday till Friday excluding public holidays in Denmark.

3. TERMINATION AND EXPIRY

3.1 Termination for breach. Buyer may terminate the Service Agreement with no prior notice to Supplier if Supplier is in breach of this Agreement.

3.2 The consequences of expiry and termination. On the date of expiry or termination of the Service Agreement:

(a) Subject to Clause 3.3, Supplier shall immediately cease all work under the Service Agreement or the terminated part hereof; and

(b) both Parties shall immediately, upon request, return to the other or destroy all property and materials containing Confidential Information belonging to the other.

3.3 Services under the terminated Agreement. If so requested by Buyer in a notice of termination, Supplier shall for the time indicated in the notice continue to provide Services, as applicable under the terminated Service Agreement, and provide Documentation and relevant services in order to transfer knowledge or Deliverables to Buyer for which Supplier is entitled to payment in accordance with the agreed charges between the Parties, as applicable, or, if nothing has been agreed between the Parties, such payment as Buyer deems reasonable.

3.4 Material prepared until the effective date of the termination. If the Service Agreement is terminated for convenience, Buyer shall receive all specifications, source codes and other material in relation to the Deliverables and Documentation prepared and other work in progress until the effective date of the termination.

4. PRICE, INVOICING, PAYMENT AND TAXES

4.1 Price. The price for the Services shall be as set out in the Service Agreement.

4.2 Invoicing. Supplier shall on a monthly basis invoice Buyer according to the payment terms of this Clause 4 and the rates as set out in the Service Agreement. Invoices shall be in English and include all necessary references to the specific Deliverables and Services provided and Buyer’s references including Buyer’s name, contact person and department, and description of the Deliverables or Services. Any third-party disbursements and financial outlays must be accompanied by full supporting documentation including third-party invoices and receipts, as applicable. With regards to taxes, each invoice shall show (i) the country and governing VAT rate applicable to the charges being invoiced; (ii) the VAT registration number of Supplier; and (iii) the VAT registration number of Buyer.

4.3 Non-payment if late invoicing. In the event that Buyer has not received an invoice, in whole or in part, for the Deliverables or Services to the email address or address stated in the Service Agreement, 180 (one-hundred and eighty) Days after the delivery of the Deliverables or completion of the Services, such Deliverables or Services shall not qualify for invoicing and any such invoice presented shall not be payable.

4.4 Due payment. Payment shall be due and payable current month + 60 (sixty) Days from performance of the Services and Buyer’s receipt of complete and correct invoice at the address stated in the Service Agreement if not disputed by Buyer prior hereto in writing.

4.5 Interests on late payments. In the event of late payment of undisputed amounts, Buyer shall pay interest on all overdue sums at the Central Bank of Denmark’s (Danmarks Nationalbank) official lending rate plus 2% (two percent) p.a. proportionally for the period of delay.

4.6 VAT and Taxes. All prices and rates contained in this Agreement are exclusive of VAT or similar sales taxes but inclusive of all other local taxes, duties and charges. Supplier will ensure that VAT is only charged where applicable.

4.7 Tax payment. Supplier is responsible for reporting and paying all taxes and charges that are levied upon the payments made by Buyer and for which Supplier is the tax subject as well as any social contribution or labour law taxes on or in connection with the Service Agreement and will indemnify and hold harmless Buyer against the same, except in respect of VAT payable by Buyer. Supplier shall ensure that VAT is only charged where applicable and accompanied by valid VAT invoices ref. Clause 4.2. Notwithstanding anything else herein to the contrary, Buyer may withhold (or cause to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to the Service Agreement such federal, state and local corporate, income, employment, or any other taxes or duties as may be required to be withheld pursuant to any applicable law or regulation, determined by Buyer in its sole discretion exercised in good faith. Supplier acknowledges that it may have tax obligations outside of its state of residence or incorporation or the state from where it operates, including specific tax reporting or filing obligations.

5. AUDIT

5.1 Audits performed by Buyer. Buyer shall at any time and without notice have the right to audit and verify all matters in connection with the Service Agreement or to undertake or appoint at its own cost, charge and expense a designated representative in this respect, including but not limited to; Supplier’s compliance with (i) warranties, (ii) export control regulation, (iii) anti-corruption provisions, (iv) sustainable procurement, (v) health, safety and environmental requirements and ethics, and (vi) financial aspects, including Supplier’s revenues, charges, expense, costs, and realizations directly related to the scope of the Service Agreement. Alternatively, in respect of Clause 5.1 (vi) only, Supplier may appoint at its own cost, charge and expense a well-reputed third-party auditor subject to the appointment and scope of the audit being approved in advance in writing by Buyer. Except for audits relating to Clause 5.1 (vi), then to the extent that any audit uncovers non-compliance with the Agreement, Maersk or Buyer shall have the right to reclaim the cost of the audit from Supplier.

6. GENERAL PERFORMANCE OF SERVICES

6.1 Supplier’s performance of Services. Supplier shall provide the Services and any Deliverables in accordance with the Service Agreement and the instructions of Buyer.

6.2 Inherent, necessary or customary part of the Services. Notwithstanding the specificity of the requirements agreed under the Service Agreement, the obligations of Supplier under the Service Agreement also comprise those inherent responsibilities which are not expressly stipulated in the Service Agreement but which are necessary for the delivery of the Services and the Deliverables.

7. GENERAL OBLIGATIONS OF SUPPLIER

7.1 Supplier’s duty to drive the completion of Services. Supplier shall have an Initiative Obligation with respect to the performance of the Services and its obligations pursuant to the Service Agreement including to:

(a) Deliver in a timely manner the Services and the Deliverables and do so in accordance with any agreed timelines.

(b) If Supplier ascertains or foresees conditions which may result in material problems, inexpediencies and/or may significantly reduce Buyer’s benefit of the Services and/or Deliverables, notify Buyer thereof in writing and put forward a proposal for necessary changes to avoid or overcome such problems.

7.2 Supplier shall comply with Buyer’s regulations and policies in relation to Buyer’s facilities and premises. Supplier shall ensure that, when present at the premises of Buyer, Supplier shall (i) be present at such premises for the sole purpose of performing the obligations of Supplier under the Service Agreement; (ii) comply with Buyer’s reasonable requests and regulations and procedures as amended from time to time concerning security, including physical access control, handling of documents, identity control and IT security applicable to the employees of Buyer; (iii) observe all rules, regulations and codes of conduct which apply to Supplier’s staff; and (iv) meet Buyer’s reasonable expectations as to their conduct, efficiency and punctuality. Buyer is entitled to deny Supplier access to its premises to the extent that they fail to comply with the requirements set out above. Supplier shall indemnify and hold harmless Buyer from any loss or damage arising from Supplier’s non-compliance with this Clause.

7.3 Documentation of the Deliverables. Documentation of the Deliverables shall be maintained, updated and prepared during the term of the Service Agreement in such a manner that Supplier and/or a professional service provider acting in good faith would be capable of providing and maintaining the relevant Services and Deliverables upon the termination of the Service Agreement. This Documentation shall be in the English language and electronically in a standard format. Supplier shall ensure that complete Documentation is prepared on a regular basis during the term of the Service Agreement and shall upon the request of Buyer deliver the Documentation to Buyer not later than five (5) Working Days after the receipt of such request.

7.4 Cyber Security. Supplier shall comply with and provide the Services in accordance with Buyer’s Cyber Security policies as amended from time to time and found at: https://vendorterms.maersk.com/cybersecurity.

8. DELIVERY AND PASSING OF RISK

8.1 Delivery

8.1.1 Supplier shall deliver the Services and Deliverables on the time as agreed in the Service Agreement. Supplier shall deliver the Services and Deliverables at the agreed time as stipulated in the Service Agreement.

8.2 Postponement of time scheduled for delivery

8.2.1 Postponement of time scheduled for delivery. By giving 5 (five) Working Days’ written notice and subject to Buyer and Supplier executing a written amendment, Buyer may one or several times and for any reason postpone the scheduled delivery or any other time limit according to the Service Agreement, provided that the accumulated postponements of the time schedule do not exceed 60 (sixty) Working Days. To the extent that Supplier reasonably experiences documented additional costs (including compensation for fees not invoiced) due to such postponements, Buyer shall compensate Supplier for such costs.

8.2.2 Deliver first, settle later. Irrespective of any events of dispute between Supplier and Buyer, including Buyer’s non-payment due to any good faith dispute of any invoice issued by Supplier, Supplier shall meet its obligation to deliver the Services and is not entitled to any right of suspension or to withhold any Services to be delivered.

8.3. Supplier shall bear the risk until delivery. Supplier shall bear the risk for the Deliverables until the Deliverables have been delivered to Buyer.

9. DATA PROTECTION

9.1 Business contact information. The Parties will share business contact information regarding a Party’s personnel or third parties engaged by it for the purposes of maintaining the contractual business relationships between the Parties, such as contract management, payments, etc. It is each Party’s responsibility to comply with applicable data protection and data privacy legislations and regulations. Buyer’s Global Data Privacy Notification is available at www.maersk.com.

9.2 The Parties will be independent data controllers. The Parties agree that they process personal data shared under the Service Agreement as independent data controllers and shall determine the purposes and means of that processing of personal data and shall comply with the obligations applicable to them under all applicable data protection and privacy legislations and regulations in force from time to time in those parts of the world in which the Parties operate and/or process personal data either directly or through a third party.

9.3 Indemnification in case of non-compliance. A Party shall defend and indemnify the other Party from and against any claims due to the Party’s non-compliance with this Clause 9.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Intellectual property rights to be vested in Buyer. All Intellectual Property Rights in and to the results of the Services, the Deliverables, data or other documentation and materials provided by Supplier to fulfil the Service Agreement shall vest in Buyer upon creation, and Buyer shall be the exclusive owner of such results of the Services, the Deliverables, data or other documentation and material. Supplier hereby irrevocably assigns to Buyer by way of present and future assignment (as applicable) its whole right, title and interest in and to such Intellectual Property Rights free from all liens, charges and encumbrances at no cost to Buyer, and without imposing further conditions, with the intent that the same shall vest in Buyer immediately or, in the case of Deliverables, data or other documentation and materials not yet in existence, that the Intellectual Property Rights shall so vest immediately upon coming into existence and waives all moral rights therein (to the extent permitted by applicable laws). Such assignment shall be worldwide and perpetual.

10.2 Intellectual property rights to remain with Supplier or a third party. All Intellectual Property Rights in Deliverables, data or other documentation and materials provided to Buyer under the Service Agreement (i) existing prior to signature of the Service Agreement, (ii) not developed by Supplier for specific fulfilment of the Service Agreement, or (iii) held by a third party, shall remain with Supplier or that third party, unless otherwise specifically agreed.

10.3 Buyer’s right of use. Notwithstanding Clause 10.2, Buyer shall be entitled to use any Deliverables and Services for any intended purposes, modify, develop, destroy and transfer, in whole or in part, any Deliverables or Services and to share the same freely with Buyer Group or third parties. Supplier hereby grants to Buyer Group a worldwide, royalty free, irrevocable, transferable and non-exclusive licence to use any and all Intellectual Property Rights including those described in (i)-(iii) in Clause 10.2 to the extent necessary for Buyer Group to enjoy full benefit of the Deliverables, data and Services.

11. CONFIDENTIALITY

11.1 General obligations. All Confidential Information, whether in written, oral or visual form, disclosed by a Party (“Disclosing Party”) to another Party (“Receiving Party”) in relation to this Agreement or in relation to any other requests or tenders between the Parties, whether directly or indirectly relating to the Service Agreement, shall remain the property of the Disclosing Party. Such Confidential Information shall not be given or disclosed to any third party without Disclosing Party’s prior written consent and Receiving Party shall only use the Confidential Information for the purposes of the Service Agreement. Receiving Party shall limit internal dissemination of Confidential Information on a need-to-know basis.

11.2 Exceptions. The confidentiality obligation of Clause 11.1 above does not apply to any information which:

(a) has passed into the public domain other than by breach of this Clause 11;

(b) is already before the date of receipt from the Disclosing Party in the possession of the Receiving Party without restriction as to disclosure;

(c) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or

(d) has been independently developed without access to the Confidential Information.

11.3 Disclosure to Group Entities. Nothing in this Clause 11 may be deemed or construed to prevent Buyer from disclosing any Confidential Information obtained from Supplier or its Group Entities:

(a) to any Group Entities, its employees or its subcontractors;

(b) if such disclosure is in the discharge of a recipient's obligations to supply information for the purpose of complying with any law; or

(c) if such disclosure is made for due diligence purposes under strict and customary confidentiality obligations in relation to a divestment of business activities or assets of a service recipient subject to such persons having an equal duty of confidentiality as the buyer.

11.4 Reference and advertising. Supplier is not permitted, without prior written consent from Buyer, to use Buyer’s name or any commercial relation with Buyer or a company associated with Buyer for the purpose of advertising or as a reference.

12. WARRANTIES AND UNDERTAKINGS

12.1 Supplier’s warranties. Supplier warrants and undertakes that:

(a) Supplier shall discharge its obligations under the Service Agreement in a good and workmanlike manner with reasonable skill, care and diligence including good industry practice and in accordance with its own established internal procedures as applicable.

(b) All statements and representations made to Buyer in connection with tendering for and entering into the Service Agreement are, to the best of its knowledge, information and belief, true and accurate.

(c) Supplier shall comply with the obligations set out in Clause 13 and any applicable declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding requirement of or by any Government authority.

(d) Neither the performance of the Services and the Deliverables nor Buyer’s receipt and use of the Services and Deliverables in accordance with the terms of the Service Agreement will in any way constitute an infringement or other violation of any third-party Intellectual Property Rights.

(e) The Services and the Deliverables shall meet all requirements set out in the Service Agreement.

(f) All Supplier’s estimates of the involvement of Buyer and resources are made diligently and Supplier shall advise Buyer on how not to exceed the estimates.

13 COMPLIANCE

13.1 General compliance. Supplier shall comply with and shall ensure that all subcontractors, as applicable, comply with all national or international laws, rules, regulations, orders, conventions including without limitation all relevant treaties and conventions, including those of the International Maritime Organization, or ordinances in force from time to time which are applicable to the performance of Deliverables or Services and/or relate to the provision, licensing, approval or certification of the Deliverables or Services, including but not limited to those relating to anti-corruption, export control, occupational health and safety, environmental matters, wages, working hours and conditions of employment, subcontractor selection, discrimination, data protection and privacy, as further set out in SCHEDULE 1 - COMPLIANCE. Supplier’s obligations in relation to compliance are further specified in SCHEDULE 1 - COMPLIANCE.

14 SUSTAINABLE PROCUREMENT

14.1 Code of Conduct. In addition to the obligations set out in Clause 13.1, Supplier shall respect and commit to implement Buyer’s Supplier Code of Conduct (“the Code”) as amended from time to time and found at https://www.maersk.com/sustainability/supplier-code-of-conduct or alternatively the internationally recognized standard Ten Principles of United Nations Global Compact (UNGC) within the areas of human rights, anti-corruption, environment and labour and Supplier agrees – if and when so requested - to provide necessary documentation as well as accommodate any audit by Buyer in order to verify the same. Supplier shall require their own suppliers to implement similar rules and, as appropriate, pass on such requirements to their sub-suppliers and so on. Should Supplier be unable to meet the listed requirements, Supplier will agree to develop and execute an improvement plan.

14.2 Termination for breach. Supplier's repeated violation of the Code/UNGC/International Bill of Human Rights and/or its failure to collaborate with the auditor during an audit and/or its failure to collaborate with Buyer in implementing or developing improvement plans shall be considered a material breach of the Service Agreement. If Supplier commits any such breach of or fails to observe or perform any material obligation contained in the Code/UNGC/International Bill of Human Rights, and/or any agreed improvement plan, and such breach or failure has not been remedied to the satisfaction of Buyer within 14 (fourteen) days of receipt by Supplier of a notice from Buyer requiring Supplier to remedy the same (or such longer period as may be specified in the notice), Buyer shall be entitled to terminate the Service Agreement in accordance with Clause 15.5(a).

15. REMEDIES

15.1 General liability. Supplier shall be liable to remedy and indemnify Buyer Group and/or Buyer in accordance with the applicable rules of Danish law and this Clause 15.

15.2 Occurrence of defect. A defect shall be deemed to exist in relation to the Services if the Services are defective under the general principles of the applicable law or if:

a) the Services fail to meet the requirements set out in the Service Agreement and any Purchase Order, as applicable; or

b) the Services breach Supplier’s warranties as set out in Clause 12.

15.3 Proportionate reduction. Buyer shall be entitled to a proportionate reduction of the price and/or the fees payable for the Services in question where the Services are defective and Supplier shall pay or deduct a proportionate amount from such agreed price or fees which Buyer has paid or shall pay in respect of that defective part of those Services with due consideration to the actual reduction in the value and benefit of the Services to Buyer.

15.4 Remedial work on breach of warranty. If Supplier is notified about a breach of warranty claim, Supplier shall upon written request from Buyer promptly perform all corrective measures (including the supply of additional services) which are necessary to remedy any defects arising from any breach of warranty. Up until such time as the breach has been remedied to Buyer’s satisfaction, all costs and expenses incidental to remedying defects will be for the sole account of Supplier.

15.5 Termination for breach. The Service Agreement may be terminated by Buyer or Supplier with no prior notice if the other Party:

(a) is in persistent breach of any of its obligations or in breach of any material obligation under the Service Agreement, or Supplier fails to exercise the standard of skill, care and diligence required by the Service Agreement in the reasonable opinion of Buyer, including in the event of a breach capable of remedy provided that the party has failed to remedy such breach within 5 (five) Working Days after receiving written notice requiring it to do so; or

(b) ceases trading, is unable to pay its debts or is subject to any type of order or resolution for its liquidation, administration, winding-up or dissolution or any other situation whereby one Party has reasonable cause to suspect that the other Party is or will be unable to adhere to the obligations of the Service Agreement.

15.5.1 Compliance regulation. Persistent or irreparable breach of Clauses 13 and 14 or SCHEDULE 1 - COMPLIANCE shall be considered a material breach of the Service Agreement.

15.5.2 Payment of outstanding fees. In case of termination by Supplier, Buyer shall pay Supplier all outstanding fees. If Supplier terminates the Service Agreement under this Clause 15 due to the material default of Buyer, Buyer shall pay Supplier for outstanding fees and any other costs resulting from such early termination.

15.5.3 Surrender of material. Upon termination of the Service Agreement, howsoever caused, Supplier shall destroy or return to Buyer all materials in any form containing or disclosing any of Buyer Group’s Confidential Information or proprietary information related to the Service Agreement.

16. INDEMNITIES

16.1 Indemnification. Supplier shall defend, indemnify and hold harmless Buyer Group from and against any and all costs, claims, liabilities, fines, penalties, charges and expenses of whatsoever nature (including legal costs) Buyer Group suffers, incurs or becomes liable for as a result of Supplier’s performance or non-performance of its obligations under the Service Agreement or applicable law, and Supplier’s breach of any of its obligations under the Service Agreement or use of the Deliverables or other deliverables in the manner intended by Supplier. To the extent that Supplier causes or contributes to, whether directly or indirectly, any loss or damage suffered by Buyer Group during the course of the provision of the Services, Supplier shall indemnify Buyer Group for such loss or damage.

16.2 Continued use. If the use of any Deliverables or Services as intended by Buyer is prohibited due to claims regarding infringement, Supplier shall, at its own expense, either obtain for Buyer the right to continue using such Deliverables or Services, replace it with non-infringing Deliverables or modify it so it becomes non-infringing.

17. INSURANCE

17.1 Scope of insurance coverage. Without limitations to its obligations and responsibilities under the Service Agreement, Supplier shall have and maintain insurance coverage in accordance with good international industry practices and applicable law including Workman's Compensation/Employer’s Liability, Professional Indemnity Insurance, Third Party Liability Insurance, Commercial General Liability including Contractual liability, and any other insurance which Supplier deem appropriate in connection with fulfilling the duties under the Service Agreement, e.g. Professional Liability for the specific period.

17.2 Reputable insurance company. Supplier must place the insurances with reputable insurance companies properly safeguarding Supplier against its exposures associated with entering into the Service Agreement and Supplier shall cover all expenses in this regard including paying the applicable deductibles under any insurance policies.

17.3 Documentation. Upon request, Supplier shall furnish to Buyer insurance certificates confirming all such insurance has been placed in accordance with the terms of the Service Agreement.

17.4 Change or cancellation. When in line with normal international industry practice, such certificates shall also provide that in case of cancellation or material changes in terms that Buyer shall receive written notice thereof at least 30 (thirty) Days before the change and/or cancellation takes effect.

18. ASSIGNMENT

18.1 Buyer’s right to assign rights and obligations. Buyer is entitled to assign, subcontract or otherwise transfer its rights and obligations under the Service Agreement in whole or in part to any Buyer Group Entity. Buyer shall within reasonable time of such assignment notify Supplier in writing hereof.

18.2 Supplier’s right to assign rights and obligations. Supplier shall not be entitled to assign any rights or obligations under the Service Agreement without the prior written consent of Buyer. Any such attempted assignment shall be void.

18.3 Assignment to beneficiaries. Buyer shall be entitled to assign the rights and benefits of any existing warranties and other representations and covenants hereunder to any third-party buyer and/or beneficiary Buyer Group entity.

19. LAW, JURISDICTION AND DISPUTES

19.1 Danish law applies. The Service Agreement and any non-contractual obligations arising out of or in connection herewith will be governed, construed and enforced in accordance with the laws of Denmark to the exclusion of any other law and without regard to any conflict of law principles.

19.2 Arbitration. Any dispute arising out of or in connection with the Service Agreement including any dispute regarding the existence, validity or termination thereof, shall be settled through arbitration arranged by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The venue for arbitration shall be Copenhagen and shall be conducted in the English language. The arbitral award shall be final and conclusive and binding on the Parties.

20. WAIVER

20.1 Failure to exercise a right. The failure or delay of a Party to insist upon performance of any provision or part of a provision of the Service Agreement or the failure or delay of a Party to exercise any right or remedy to which it is entitled thereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations created by the Service Agreement.

20.2 Subsequent defaults. A waiver of any breach of the Service Agreement by a Party shall not constitute a waiver of any other breach (of the same term or of any other term) of the Service Agreement.

21. SEVERABILITY

21.1 Effect of invalid, illegal or unenforceable provisions. If any provision or part of a provision of the Service Agreement is held by any court of competent jurisdiction or pursuant to any applicable law becomes invalid, illegal or unenforceable for any reason such provision shall be severed from the Service Agreement and the remainder of the provisions hereof shall continue in full force and effect as if the invalid, illegal or unenforceable provision or part of a provision had been eliminated from the Service Agreement. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the Service Agreement the Parties shall commence good faith negotiations to remedy such invalidity.

22. SURVIVAL OF AGREEMENT

22.1 Survival. Any release, indemnity or any obligation of confidence under the Service Agreement is independent and survives termination of the Service Agreement. Any other term and condition that by its nature is intended to survive termination of the Service Agreement survives termination of the Service Agreement, unaffected by anything that might have the effect of prejudicing, releasing, discharging or affecting in any other way the liability of the Party giving the indemnity.

23. NOTICES

23.1 Notices. Any required notices pursuant to the Service Agreement shall be sent in writing, by registered mail (return receipt requested), e-mail or hand delivery to the applicable Party’s representative at the address set forth in Schedule A - Specific Terms of the Service Agreement. Either Party may change its notice address or name of representative by giving advance notice of such change to the other Party in accordance with this Clause 23.

SCHEDULE 1 - COMPLIANCE

1. EXPORT CONTROL

1.1 Compliance with law. Supplier shall comply with and ensure that all sub-contractors comply with all laws, regulations and rules applicable to delivery of the Deliverables including without limitations United States (“USA”) and European Union (“EU”) regulations and controls involving export and re-export of goods, software and technology as well as in regards to any countries embargoed under USA laws and regulations or any decision, directive or regulation issued by the Commission or council of the EU plus all other relevant Trade Regulations including but not limited to USA, EU and Singapore if applicable. To the extent any Deliverables or parts of Deliverables (including software and technology) supplied by Supplier under the terms of this Agreement are subject to any such economic sanctions or export control laws and regulations of the USA, EU or Singapore; Supplier shall provide to Buyer in a form satisfactory to Buyer the following export control data of the Goods:

I. THE SPECIFIC U.S. AND/OR EU EXPORT CLASSIFICATION INCLUDING THE EXPORT CONTROL CLASSIFICATION NUMBER (“ECCN”) AND/OR ANY SIMILAR FORMS OF CLASSIFICATION IDENTIFICATION,

II. COUNTRY OF MANUFACTURE,

III. PERCENTAGE OF U.S. CONTENT INTEGRATED TO EACH OF THE GOODS,

IV. CONFIRMATION AS TO WHETHER OR NOT THE GOODS ARE DIRECT PRODUCTS OF U.S. TECHNOLOGY AND SOFTWARE,

V. HARMONIZED SYSTEM CODE (“HS CODE”).

VI. IF SUCH EXPORT CONTROLS OR SANCTIONS DO NOT APPLY TO THE GOODS, SUPPLIER SHALL CONFIRM TO BUYER IN WRITING THAT SUCH GOODS ARE NOT SUBJECT TO EXPORT CONTROLS AND/OR SANCTIONS INVOLVING ANY COUNTRIES (E.G. EAR99).

The information listed in 1.1 (I) to (VI) above shall be included in all quotations / order confirmations / commercial invoices / packing lists.

Equipment, components, parts or other items falling under the United States International Traffic in Arms Regulations (ITAR) and/or EU regulations covering items on the EU Common Military List or similar items subject to other national regulations governing military related items may only be supplied subject to prior written agreement with Buyer. If Supplier anticipates that any of the items that are contemplated as being supplied under this Agreement may be within such categories of controlled items Supplier shall immediately notify Buyer thereof.

1.2 Supplier shall maintain all documentation required under all relevant foreign trade control laws and regulations and shall provide the same to Buyer without delay at Buyer’s reasonable request. This recordkeeping obligation of Supplier shall continue for five (5) years from the latest delivery of Deliverables. Supplier shall defend, indemnify and hold Buyer harmless from all fines, penalties and all associated expenses arising out of or resulting from the violation by Supplier of any of its obligations in this Clause 1. Any actions by Supplier in violation of this Clause 1 shall be considered a material breach of this Agreement in which case Clause 15.5 of the Conditions shall apply.

2. ANTI-CORRUPTION

2.1 General warranties. As regards this Agreement, Supplier shall (i) comply with all applicable anti-corruption laws and regulations, including without limitation the US Foreign Corrupt Practices Act 1977 and the UK Bribery Act 2010 and (ii) undertakes and warrants to Buyer that it and its Associated Persons, shall not directly or through third parties, give, promise or attempt to give or approve or authorize the giving of anything of value (including facilitation payments) to any person or any entity where such action would be prohibited by applicable law, for the purpose of:

(a) securing any improper advantage for Supplier or Buyer;

(b) inducing or influencing a Public Official improperly to take action or refrain from taking action in order for either Party to obtain or retain business, or to secure the direction of business to either; or

(c) inducing or influencing a Public Official to use his/her influence with any Government or public international organization for such purpose.

For the purpose of this Clause, “Public Official” means any (a) appointed official or any director, officer or other person employed in any capacity (i) at any level of Government, (ii) in a labour union controlled by any Government or political party, or (iii) in any public international organization, such as the United Nations or the European Union, including any department, agency or other body thereof, (b) any candidate or officer or other person employed by a political party, or (c) any person acting in any official capacity for or on behalf of any person or organization listed in (a) or (b).

2.2 Additional warranties. Supplier further warrants and undertakes to Buyer that:

a) to the best of its knowledge, neither Supplier nor any of its Associated Persons, has carried out any of the actions described in Clause 2.1, above;

b) all remuneration received from Buyer under this Agreement is solely in-tended to compensate Supplier for the Deliverables and Services expressly provided under this Agreement, including Supplier’s related documented costs and expenses, and that it is not receiving remuneration for any other purpose;

c) neither it nor any of its Affiliates, Associated Companies or Associated Persons shall use any part of said remuneration for any purpose prohibited under Clause 2.1; and

2.3 Record keeping. Supplier shall maintain adequate records in order to verify its compliance with the provisions of this Schedule 1, and without prejudice this Agreement’s other audit provisions it shall permit Buyer or a certified public accountant designated by Buyer to audit such records including all applicable bank accounts and applicable bank transactions at Buyer’s reasonable discretion if Buyer has a bona fide belief that Supplier or any of its Associated Persons is in breach of the provisions of this Clause 2.3 or in case of any investigation by or allegation from any applicable public authority regarding potential violations of relevant laws involving these matters. The Parties shall cooperate in any such audit and otherwise in providing documentation relating to any such dispute or investigation.

3. ADDITIONAL REGULATORY COMPLIANCE COVENANTS AND REMEDIES

3.1 Quality of information. Supplier warrants that all responses and related information that it has given to Buyer’s regulatory-compliance questions prior to execution of this Agreement are and undertakes that answers to all such subsequent questions shall be accurate and complete. Supplier shall cooperate in any reasonable, additional regulatory or other compliance due diligence that Buyer determines is necessary to ensure compliance with Clause 2.3 of this Schedule.

3.2 Supplier shall save, indemnify, defend and hold harmless Buyer from all fines, penalties and all associated expenses arising out of or resulting from the violation by Supplier of any of its obligations in 2.1 and 2.2 of this Schedule.

3.3 Supplier shall ensure that its sub-contractors comply with the provisions of this Clause 2 and 3 of this Schedule.

SCHEDULE 2 – CONFIDENTIALITY UNDERTAKING

To avoid confidentiality breaches you are requested to take the following specific measures:

Ensure that no soft or hard copies of project specific confidential documents are made available to any consultants not directly involved in the specific project
Ensure that sensitive documents are protected by password if sent electronically
Ensure traceability of all hard copies of sensitive documents
Instruct employees not to respond to data requests, but direct to the appropriate Buyer
Ensure sensitive information is wiped from hard drives/storage at the end of the engagement
Ensure that all hard copies and any reproductions hereof are destroyed at the end of the engagement
Ensure that all employees of Supplier are familiar with confidentiality obligations and confidentiality procedures

Furthermore, Buyer requires all its Suppliers to have appropriate confidentiality procedures in place (including standards for physical security in your offices and standards for IT security) meeting international best practice standards.

SCHEDULE 3 – TRAVEL POLICY

Booking of travel and accommodation

1. GENERAL

1.1 Whenever Supplier undertakes work solely for Buyer that involves air travel or hotel accommodations, Supplier shall utilize the global travel agreement for flights and hotel accommodations that are available to Buyer via its global travel service provider (GTSP).

2. PROCEDURE

2.1 Upon signature of this contract, contact should be made to Amex GBT in Denmark, in order to activate implementation.

2.2 An email should be sent to: maersk@service.amexgbt.com or call via (+45) 4331 4715, stating the following information:

Company name
Contact person in Buyer (Including the Buyer contact’s Unique ID)
Specific Buyer Entity
Approx. number of regular travellers including home airport
Estimated period under which travel will be undertaken on behalf of Buyer
Overview of destinations (if known)

Upon receipt of this information Amex GBT in Denmark will initiate contact between Supplier and relevant GTSP.

3. UTILIZATION OF BUYER’S GLOBAL TRAVEL AGREEMENT

3.1 Supplier agrees only to use Buyer’s global travel agreement for travel and accommodation agreed with Buyer and will indemnify and hold harmless Buyer of any unauthorised use of Buyer’s global travel agreement.

4. DELETION OF BOOKING ACCOUNT

4.1 Upon expiry or termination of the Service Agreement, Supplier shall immediately inform Amex GBT in Denmark (maersk@service.amexgbt.com), who will in turn terminate the booking account.

SCHEDULE 4 - COOPERATION ON ENVIRONMENTAL SUSTAINABILITY

The Parties recognize the importance of safeguarding the environment and operating in a sustainable manner. To ensure that the environmental footprint in the supply chain is reduced, the Parties aspire to minimize the environmental impact of their operations. Climate change is one of the biggest sustainability challenges of our time. As a global integrator of container logistics, A.P. Moller – Maersk (“APMM”) is committed to addressing the issue of climate change. Taking the lead in eliminating fossil fuels in container shipping and supply chains, APMM has set the goal of zero carbon emissions in its operations by 2040. APMM will continue to measure the carbon emissions internally as well as from its suppliers.

APMM aims to reach a zero-carbon impact from its global operations by establishing a long-term strategy where APMM and its key suppliers collaborate proactively. Supplier acknowledges APMM’s decarbonization ambition and agrees to cooperate with Buyer towards achieving it in relation to the scope of the Service Agreement. Supplier shall inform Buyer in a timely manner when they are taking actions to become more sustainable in the areas covering the scope of the Service Agreement. Buyer may publish initiatives on environmental sustainability where the Supplier’s name is mentioned. Buyer recognizes that many of its suppliers operate in different business environments, and that adherence to environmental regulations may be challenging. Buyer wishes to engage with Supplier to meet the regulations, as it is only through collaboration and partnerships that an advanced environmental performance along the supply chain can happen.

Sharing relevant data and identifying environmental sustainability initiatives

To promote and develop the environmental cooperation, Supplier shall, upon request by Buyer:

Identify and share environmental data relevant to the decarbonization goal of Buyer from the goods and/or services supplied; and/or
Identify and share initiatives aiming to reduce the environmental impact of the goods and/or services supplied across life cycle of such goods and/or services

Based on the results of the data, assessment and initiatives identified, the Parties may jointly agree further to:

Pursue concrete initiatives towards decarbonization;
Develop specific baselines, targets, timelines, governance, etc. for the initiatives; and/or
Evaluate performance on the initiatives and identify next steps.

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