(Last updated August 2026)
License agreement and terms of business of Openframe ApS, CVR 42049581, Nannasgade 28, 2200 Copenhagen N, Denmark (“Openframe”).
This English text is a convenience translation only. The Agreement is made in Danish. This translation is provided solely to assist reading and has no independent legal effect. It does not create rights or obligations of its own.
If there is any conflict, inconsistency, ambiguity or difference in interpretation between the Danish version and this English version (or any other translation), the Danish version shall prevail and be binding on the parties. Defined terms, clause numbering and commercial meaning shall be construed in accordance with the Danish version and Danish law.
References in this translation to Danish statutes are for identification. Their content and effect are determined by Danish law as in force from time to time.
1. Introduction
1.1 These license and user terms apply to all business customers of Openframe ApS (“Openframe”) in connection with use of Openframe’s SaaS platform for sustainability documentation, certification management and ESG/taxonomy reporting for construction and existing real estate, including related templates, guidance, calculations, APIs, integrations, apps and documentation (together, the “Tool”), and in connection with implementation, support, advisory and other services that the parties agree separately.
1.2 The contracting party is the legal entity that enters into the Agreement (the “Customer”). Natural persons whom the Customer creates or invites with a login — including employees, consultants, advisers, contractors, auditors and other business partners — are “Users”. All Users are bound by the Agreement as a condition of access to the Tool, whether employed by the Customer or by a third party. The Customer warrants that all Users will accept and comply with the Agreement before being granted access, and is liable for Users’ acts and omissions as if they were the Customer’s own. A User’s failure to accept or comply is a breach by the Customer.
Commercial rights and obligations, including fees, termination, credits, damages and refunds, vest in and bind the Customer only. Users have no independent claims against Openframe for performance, uptime, refunds or damages. Openframe may enforce the Agreement’s use, IP, confidentiality and security terms directly against any User, including by suspending that User without notice. The Agreement is for business use only. Consumers may not enter into the Agreement, and the Danish Consumer Contracts Act does not apply.
1.3 The “Agreement” means the contractual framework in this order of precedence: (a) the signed order, accepted quotation or master agreement; (b) this License and User Agreement; (c) the Data Processing Agreement as regards processing of personal data; and (d) any other schedules. In case of conflict, a higher-ranking document prevails, except that the Data Processing Agreement prevails as regards personal data, and mandatory law always prevails. Information on openframe.org is indicative unless incorporated into the Agreement.
1.4 “Customer Data” means data, files and entries that the Customer or its Users enter into the Tool. “Openframe Materials” means the Tool and all other materials owned or licensed by Openframe, including software, templates, criteria mapping, calculation models, methodology, design, documentation, training data for Openframe’s own models, and aggregated or anonymised insights. “Third-Party Schemes” means external certification, labelling and reporting schemes (including DGNB, BREEAM, the Nordic Swan Ecolabel, the EU Taxonomy and similar) and materials of their owners.
1.5 Where the Agreement refers to the Customer’s use of the Tool or imposes duties on the Customer in that connection, the same duties apply to all Users. The Customer shall ensure and warrants that all Users comply with the Agreement. Openframe may enforce those duties against both the Customer and the individual User.
1.6 “Subscription” means the ongoing paid access to the Tool, including term, scope and fees. “License” and “right of use” mean the non-exclusive right to use the Tool. The License follows the purchased Subscription and ends when the Subscription ends, unless the Agreement provides otherwise.
2. Acceptance
2.1 The Agreement is formed with the Customer upon signature or other acceptance of an order or master agreement, upon acceptance in the Tool (clickwrap), or upon taking the Tool into use, whichever occurs first. The version of the Agreement in force from time to time, including updated versions, is formed and accepted in the same way. The Customer warrants that the person accepting on the Customer’s behalf is authorised to do so.
2.2 The Agreement entitles the Customer and its authorised Users to use the Tool for business purposes in accordance with applicable law and the purchased Subscription.
2.3 By taking the Tool into use, the Customer and each User agree to be bound by the Agreement. Taking into use includes first access and any later access to or use of the Tool, including login, API calls and use after an updated Agreement has been made available in the Tool. Use after an updated Agreement has been presented constitutes acceptance of the updated Agreement. The Customer agrees that the Agreement, with the order of precedence in clause 1.3, constitutes the parties’ entire regulation of the Tool and replaces prior versions on the same subject, without affecting a signed order or master agreement. Breach by the Customer or a User entitles Openframe to suspend the relevant User and/or the Customer’s access, in whole or in part, without prejudice to Openframe’s other remedies and without any right to refund of amounts already due or prepaid.
2.4 Each User accepts the Agreement upon creating a login, upon acceptance in the Tool (including by click, checkbox or equivalent action), or upon taking the Tool into use, whichever occurs first. The Customer may not grant a User access until that User’s acceptance has been obtained. If the Customer nevertheless grants access, the User’s use remains subject to the Agreement, and the Customer warrants compliance.
Openframe may present the Agreement and later updates in the Tool and require the Customer and each User to accept actively before access continues. In connection with an update of the Agreement, Openframe will make the updated Agreement available in the Tool. If a User does not accept, Openframe may suspend that User. The Customer’s Agreement and payment obligation continue unless the Customer terminates under clause 12.2. Failure to click-accept does not prevent Openframe from relying on acceptance by taking the Tool into use under clause 2.3.
3. The Tool
3.1 Openframe provides the Tool as software-as-a-service. The detailed content, modules, number of projects, assets, seats and any API access appear from the Agreement. Features that have not been purchased are not included. Openframe may make new features available as standard or as a paid add-on.
3.2 The Tool, including all intellectual property rights and documentation, is Openframe’s property. Openframe retains all rights in the Tool and in any further development or customisation. Customisations, integrations and customer-specific templates developed by Openframe belong to Openframe unless the parties have agreed in writing to an assignment. The Tool is supplied exclusively on these terms.
3.3 The Customer is granted a non-exclusive, non-transferable, non-sublicensable right of use (license) to use the Tool for the purposes agreed with Openframe in the Customer’s internal business operations, including to grant Users access to the Customer’s workspace, provided each User has accepted the Agreement under clause 2.4. The right continues for so long as a contractual relationship exists between the Customer and Openframe, the Subscription is paid, and the Agreement has not ended. Each User receives only a personal, non-transferable right of use on the Customer’s behalf. A User’s right of use ends without notice if the Agreement ends, if the Customer withdraws access, or if Openframe suspends the User.
3.4 Openframe may continuously upgrade the Tool with new functions and design and make changes and adjustments to improve the Tool generally for customers. Openframe may change, replace or discontinue individual features, provided the Tool’s overall service is not materially degraded during the term, or the Customer is notified under clauses 7.1 and 12. Openframe is not obliged to maintain backward compatibility unless agreed in writing.
3.5 The Customer and Users may not copy the Tool, and may not use the Tool for purposes other than those described by Openframe and purchased under the Agreement.
3.6 The Customer may use documented APIs and integrations in accordance with Openframe’s documentation and any call limits in force from time to time. API access may be suspended in case of misuse, security risk or exceeding purchased capacity.
3.7 The Tool provides templates and structure in relation to Third-Party Schemes. Openframe is not the owner of those schemes and has no obligation to keep the Tool aligned with scheme changes beyond what Openframe, in its discretion, implements. See clause 4.19.
4. Customer and User obligations
4.1 The Customer shall provide complete and accurate information when entering into the Agreement and when creating an account. Openframe shall be notified without undue delay of changes to that information. Where required or relevant for delivery of the Tool, Openframe may require supplementary information.
4.2 The Customer is responsible for secure and confidential storage of login credentials and for all actions taken via the Customer’s account and Users’ logins in relation to the Subscription. If the Customer becomes aware of misuse of credentials or other unauthorised use of the Subscription or the right of use, the Customer shall notify Openframe immediately.
4.3 Openframe has no duty to monitor the Customer’s use of the Tool, but is entitled to do so. If Openframe becomes aware of use contrary to the Agreement or applicable law, Openframe may stop the use or take other appropriate measures, including removing content, suspending Users or terminating the Agreement.
4.4 Forgotten credentials may be reset via the Tool’s self-service or support.
4.5 The account may be used only by natural persons authorised by the Customer and by system integrations via documented API. Unauthorised automation, scraping, credential stuffing, overloading, circumvention of technical limits, and use of the Tool to train, develop or improve competing services are prohibited.
4.6 The Customer may use the Tool only through Openframe’s software and designated interfaces, including browser, app and documented API.
4.7 The Customer must have internet access and an email address to use the Tool. Openframe is not responsible for the Customer’s equipment, networks, identity provider or third-party integrations chosen by the Customer.
4.8 Openframe does not warrant the accuracy of information supplied by Openframe’s partners or by Third-Party Schemes for use in the Tool.
4.9 Openframe develops and updates the Tool from time to time. Suggestions from the Customer are welcome. Openframe is not obliged to implement them. If Openframe does so, the updates belong to Openframe, not the Customer. Openframe may freely use suggestions, feedback and usage data to develop the Tool.
4.10 The Customer and Users may not attempt to access the underlying database or other system resources of the Tool. They shall not seek to derive or otherwise obtain source code, object code, algorithms, data or corresponding trade secrets in the Tool. The Tool may not be used in a manner that may harm Openframe or a third party.
4.11 Without Openframe’s separate permission, the Customer and Users may not modify, translate, rent, lend, sell, sublicense, distribute, create derivative works from, or create products wholly or partly based on, the Tool.
4.12 The Customer warrants that the Customer’s and Users’ use of the Tool is lawful in all respects. The Customer shall comply with law, including in particular the Danish Marketing Practices Act, the GDPR and the Danish Data Protection Act. Unlawful processing of personal data is not permitted. The Customer bears full responsibility for third-party claims arising from the Customer’s or Users’ use of the Tool. Openframe has no liability for the Customer’s use, including unauthorised use of sensitive personal data.
4.13 Openframe may close the Customer’s account if project or marketing activities of a generally offensive nature are carried out, if the Agreement is otherwise breached, or if Openframe suspects or has evidence that the Customer is violating applicable law in connection with the Customer’s activities.
4.14 The Customer may use the Tool only within the purchased Subscription, including the modules, number of projects, assets, organisations and Users stated in the Agreement. Openframe may invoice overuse at then-current list prices or under the Agreement, or require a reduction.
4.15 The Customer and Users shall not disclose Openframe’s pricing to third parties, other than the Customer’s professional advisers under a duty of confidentiality.
4.16 The Customer shall indemnify and hold Openframe harmless against any claim, loss or expense (including reasonable legal fees) arising from (a) third-party claims or objections due to the Customer’s or Users’ use of the Tool, (b) the Customer’s use of the Tool in breach of the Agreement, or (c) Customer Data, including infringement of third-party rights or lack of a legal basis for processing.
4.17 The Customer agrees that Openframe may send service messages to the Customer’s nominated contact and to Users where the content is relevant to use of the Tool, for example on updates. Marketing that is not necessary for delivery is sent only where Openframe has a separate lawful basis.
4.18 The Tool may be used only by persons employed by the Customer, or to whom the Customer has granted access as Users, and who have accepted the Agreement. Invited third parties are Users and are bound by the Agreement in the same way as the Customer’s employees. The Customer shall impose the Agreement on all Users, revoke access when a User no longer requires it, and is liable for all use by the Customer’s Users. Openframe does not become a party to disputes between the Customer and its business partners about access to or ownership of data in a workspace.
4.19 The Tool is a digital aid. Openframe does not warrant that use of the Tool will result in any particular certification, score, taxonomy alignment, public-authority approval, financing or other external assessment. Calculations, templates and guidance are not legal, audit or certification advice. The Customer and its advisers bear full professional responsibility for content, assessments, evidence and submissions to Third-Party Schemes and authorities.
4.20 The Customer may not upload special categories of personal data, civil registration numbers (CPR), payment-card data or other content for which the Tool is not intended. Openframe may delete or refuse such content without liability.
5. Openframe’s obligations
5.1 Openframe will store confidential customer information in a proper manner and will not disclose it without the Customer’s written permission. Confidential customer information means information identifying the Customer and information about the Customer’s projects, users and business partners. Confidentiality does not apply to information that is public, that Openframe already lawfully possessed, that Openframe independently develops, or that Openframe is required to disclose by law, order or the Agreement. Openframe may involve subcontractors and advisers under corresponding confidentiality.
5.2 For web-based access and use, Openframe provides periodic backup of uploaded data.
5.3 If the Customer loses its own data due to the Customer’s circumstances, Openframe will, as soon as practicable after the Customer’s request, make available the relevant information found on the backup. This will be invoiced separately.
5.4 In case of system failure, Openframe will commence remediation as soon as practicable. Openframe is not liable for loss directly or indirectly attributable to a system failure or other downtime.
5.5 Openframe acknowledges that non-public information and data that the Customer enters or uploads in the Tool are the Customer’s exclusive property. The Customer grants Openframe a worldwide, royalty-free, irrevocable (for the term of the Agreement and for such further period as is necessary for backup, switching and legal retention) license to host, copy, display, process and otherwise handle Customer Data to the extent necessary to deliver, secure, support and improve the Tool. Openframe may analyse the Customer’s use of the Tool to improve the Tool and may create and use aggregated and irreversibly anonymised information for statistics, benchmarking, product development and marketing, provided that natural persons and the Customer cannot reasonably be identified. Customer Data may not be used to train general models or third-party AI unless the Customer has given separate written consent.
5.6 The Customer may process personal data via the Tool. In relation to processing of personal data, Openframe acts only on the Customer’s instructions, as set out in Openframe’s Data Processing Agreement. Openframe assumes no responsibility for the Customer’s compliance with personal-data law in the Customer’s capacity as controller. Role split, subprocessors and deletion are regulated in the Data Processing Agreement.
5.7 Openframe shall comply with law applicable to Openframe as provider of the Tool. Openframe delivers the Tool under Openframe’s security and operating model in force from time to time. Additional certifications, questionnaires, audits or NIS2 flow-down beyond the Data Processing Agreement and this Agreement require a separate agreement and may be priced separately.
5.8 Support is provided by email and telephone during ordinary Danish business hours, unless the Agreement states otherwise. Openframe has no obligation as to a specific response time, on-site assistance or success of the Customer’s certification process. Implementation and other services, if purchased, are delivered without warranty of a particular result.
6. Price and payment
6.1 The price for access to the Tool appears from the Agreement and otherwise from www.openframe.org. Recurring charges are adjusted automatically once a year in January by reference to the consumer price index published by Statistics Denmark. If the index is negative, the price is not reduced. Indexation is not a change of terms under clause 12.
6.2 Subscription fees are invoiced in advance according to the Agreement.
6.3 The Customer agrees that invoices and reminders may be sent by email to the Customer’s nominated contact or by electronic invoicing as instructed by the Customer. Invoiced amounts fall due 14 days after the invoice date unless the Agreement states otherwise. The Customer may not set off or withhold payment.
6.4 All prices are stated in Danish kroner exclusive of VAT and other taxes, unless the Agreement states otherwise.
6.5 On late payment, a first reminder is issued one week after due date. If that reminder is not paid within 10 days after due date, Openframe may suspend the Customer’s access to the Tool. Subscription fees continue to accrue during suspension. Reopening may be made conditional on payment in full and an administration fee.
6.6 Late payment attracts interest under the Danish Interest Act. A combined reminder and compensation charge of DKK 250 per reminder also applies, subject to a maximum of three reminders per claim.
7. Subscription term and license
7.1 The non-exclusive, non-transferable, non-sublicensable license to the Tool continues for so long as Openframe grants the Customer access under the Agreement and the Subscription is in force.
After the initial commitment period in clause 13.2, Openframe may terminate the Agreement on 90 days’ written notice. Openframe may refuse a User access to part or all of the Tool if particular circumstances of the Customer or the User so require for security, operational or compliance reasons. If Openframe ceases to offer the Tool or a purchased module, the Customer will be given at least 90 days’ notice. Openframe may then, at its option, (a) provide substantially equivalent functionality, or (b) discontinue the relevant module and refund prepaid fees pro rata for the unused part of the current payment period for the discontinued module. Other fees are not refunded.
Upon expiry or termination of the Subscription for any reason, Openframe remains entitled to use the Customer’s information in anonymised form for statistical, calculation and advisory purposes, and to use general information likewise in anonymised form received in relation to the Customer. The Customer’s termination is regulated in clause 13. Switching under the Data Act is regulated in clause 14 and is not a general right of termination.
7.2 The Subscription is invoiced in advance for 12 months at a time unless otherwise agreed in the Agreement.
8. Security and operations
8.1 Openframe will use reasonable efforts to make the Tool available to the Customer without defects and with appropriate security and stability. Openframe will seek a high uptime (the target is 99%, but Openframe is not liable to the Customer for uptime). Scheduled maintenance, the Customer’s circumstances, the internet, force majeure and third parties not controlled by Openframe do not count as downtime. Failure to meet uptime does not give a right to service credits, price reduction or damages unless agreed in writing in the Agreement.
8.2 Openframe will seek to perform servicing and maintenance between 20:00 and 06:00 Danish time. Openframe will use reasonable efforts to give the Customer prior notice of planned downtime.
8.3 Openframe does not warrant and is not liable for:
a) any specific uptime;
b) the Tool’s security against hacking or other unauthorised access, including intrusion into the IT systems on which the Tool is based, although Openframe has generally designed the Tool to resist such attacks;
c) the Tool being in operation and available to the Customer at any given time;
d) particular activities being capable of being started or completed on the Tool at any given time;
e) the speed experienced by the Customer, which is affected by factors outside Openframe’s control.
8.4 Openframe may close access to the Tool in whole or in part for security or operational reasons. Where reasonably possible, the Customer shall be given appropriate prior notice.
8.5 Openframe implements technical and organisational measures that Openframe considers appropriate to the nature of the Tool. Openframe does not warrant that the Tool is invulnerable. The Customer is responsible for its own devices, networks, identity management, user administration and content.
9. Intellectual property
9.1 As between the parties, Openframe owns all rights in the Tool and its components, including name, logo, programming, databases, catalogues, design, graphics, concepts and texts, except material originally belonging to the Customer. The Customer owns its own data and files (entries, drawings, documents and similar) uploaded to the Tool. Openframe Materials, including templates, criteria mapping, calculation models and aggregated insights, belong to Openframe. Materials belonging to owners of Third-Party Schemes remain theirs. The Customer obtains no rights in Third-Party Schemes beyond any right of use the Customer itself has from the relevant owner.
9.2 The Customer may not, without a written agreement with Openframe, use material forming part of the Tool and belonging to Openframe for any other commercial purpose.
9.3 If a third party claims that the Tool as supplied by Openframe infringes that third party’s intellectual property rights in Denmark, Openframe may, at its option, (a) procure the Customer’s continued right of use, (b) modify or replace the Tool, or (c) terminate the affected part of the Agreement and refund prepaid fees for the unused part of the current payment period. This is the Customer’s sole remedy for such infringement. Openframe’s obligation does not apply if the claim arises from Customer Data, the Customer’s combination with third-party software, Third-Party Schemes, or use in breach of the Agreement.
10. Disclaimer and limitation of liability
10.1 Openframe does not warrant that the Tool will be uninterrupted, without downtime, or free from defects. Openframe likewise does not warrant that the Tool will be fit for the Customer’s particular purpose. The Tool is provided as is and as available. No implied warranties are given. Clause 4.19 applies.
10.2 Openframe’s liability under the Agreement is limited to the amount (exclusive of VAT) invoiced by Openframe to the Customer under the Agreement in the 12 months preceding the damaging event. If the Agreement has run for a shorter period, the cap is the amount invoiced in that period. Multiple claims arising from the same matter or a connected chain of events count as one claim.
10.3 Openframe is in no event liable for:
a) indirect or consequential loss, including loss of data or programs, costs of restoration or reproduction of such data or programs, loss of revenue or business, loss of profit, loss of goodwill, internal time, fines, claims from the Customer’s customers or business partners, delayed construction, failed certification, failed financing, and lost rent or asset value;
b) loss or costs caused by use of the Tool contrary to this Agreement or guidance made available as part of the Tool;
c) output, calculations, templates or recommendations relied on by the Customer or its advisers.
10.4 Nothing in the Agreement limits liability that cannot lawfully be limited, including for wilful misconduct and gross negligence. Product liability under mandatory law is unaffected.
10.5 Claims against Openframe must be made in writing without undue delay after the Customer became or ought to have become aware of the basis, and in any event no later than six (6) months after the alleged damaging event, failing which the claim is time-barred as between the parties.
11. Force majeure
11.1 Neither party is liable if performance is not possible due to force majeure. Force majeure means, in accordance with Danish law, circumstances such as strike, lockout, riot, acts of war, epidemics, natural disasters and fire, which are beyond the parties’ reasonable control, which the parties ought not to have taken into account at formation, and which they ought not to have avoided or overcome. Force majeure also includes cyberattacks, outage or capacity limitation at a cloud, network or identity provider, official orders, sanctions and failure of power supply, to the extent the first sentence is met.
11.2 Force majeure may be invoked only if the invoking party has given written notice to the other party no later than five (5) business days after force majeure occurred.
11.3 If force majeure prevents a party from performing its material obligations for more than thirty (30) calendar days, either party may terminate the Agreement on seven (7) calendar days’ written notice. Amounts already due are not repaid. Prepaid fees for the period after termination are refunded pro rata, unless the force majeure is due to the Customer’s circumstances.
12. Changes to terms
12.1 Openframe may at any time change this license agreement and these terms, including prices, provided such changes are notified to the Customer no later than 30 days before they take effect, including by email and/or by presentation in the Tool. Changes to terms, including prices, take effect from the next Subscription period unless the Customer objects in writing no later than 14 days after receiving notice.
12.2 If the Customer objects, the Customer may terminate the Agreement on 30 days’ notice to the end of the current Subscription period, and the Agreement continues until then on the previous terms. If no timely objection is made, or if the Customer or a User accepts the updated Agreement in the Tool, or if the Customer or a User continues use after the effective date, the changes bind the Customer and all Users. The Customer may not object to changes required to comply with law, official orders, security or Third-Party Scheme terms, or that do not materially worsen the Customer’s position. Indexation under clause 6.1 does not require separate acceptance.
13. Termination and default
13.1 The Agreement takes effect on the start date stated in the Agreement or, if none is stated, upon acceptance or first taking into use.
13.2 Unless the Agreement provides otherwise, the Agreement is non-terminable for both parties for the first 12 months after formation. Thereafter the Agreement may be terminated on 30 days’ notice to the end of a Subscription period (minimum three months at a time). Termination must be in writing. The Agreement renews automatically for a Subscription period (minimum three months) if not terminated in time. Openframe’s termination after the commitment period is on the notice in clause 7.1. Clause 14 applies to switching under the Data Act and derogates from this clause 13.2 only where the Data Act mandatorily so requires.
13.3 The Customer is aware that all users except the administrator are automatically deleted and must be re-invited if the Customer is downgraded to Openframe’s hibernation plan.
13.4 The Agreement may be terminated for cause with immediate effect in case of material breach by the other party. Examples of material breach include where:
a) the Customer uses the Tool contrary to its purpose;
b) the Customer attempts reverse engineering or otherwise to extract Openframe’s trade secrets;
c) the Customer copies name, content or other material from the website for unauthorised use;
d) the Customer fails to pay for the Tool despite a first reminder.
e) On termination for the Customer’s material breach, prepaid amounts are not refunded. On termination for Openframe’s material breach, prepaid amounts for the period after termination will be refunded. If Openframe terminates under clause 7.1 without Customer default, prepaid fees are refunded pro rata for the period after termination. Other prepaid amounts are not refunded.
13.5 If the Customer wishes to complain of a defect in what is delivered, it must do so without undue delay and no later than 30 days after the Customer discovered or ought to have discovered the matter, and in any event within the period in clause 10.5. An ongoing SaaS service is not treated as finally delivered on the start date.
13.6 On expiry or termination, the Customer may extract Customer Data via the Tool’s self-service in the retrieval period under clause 14. Additional assistance is invoiced unless mandatory law requires that assistance to be free of charge. After the retrieval period, Openframe may delete Customer Data, subject to clause 14 and the Data Processing Agreement. Backup copies expire according to Openframe’s ordinary backup cycle.
13.7 The license agreement and terms of business otherwise apply for as long as the cooperation continues. Clauses 3, 4, 4.16, 6, 7, 9, 10, 14 and 15 survive termination.
14. Switching and data extraction (Data Act)
14.1 The Tool is a data processing service within Chapter VI of the Data Act (Regulation (EU) 2023/2854). This clause 14 sets out the terms the Regulation requires for switching. It does not give the Customer a general termination-for-convenience right beyond clause 13, and it does not affect the Customer’s payment obligation during the commitment period, see clause 14.7.
14.2 The Customer may request in writing to (a) switch to another provider of data processing services, (b) port exportable data and digital assets to an on-premises ICT infrastructure, or (c) have exportable data and digital assets erased on termination. The notice period to initiate switching shall not exceed two (2) months from Openframe’s receipt of the request.
14.3 After the notice period, the parties will carry out a transitional period of 30 calendar days, unless technically unfeasible. In that case Openframe will notify the Customer within 14 working days with reasons and an alternative transition of no more than seven months. The Customer may extend the transitional period once. During the transitional period the Agreement continues, and Openframe will provide reasonable assistance, maintain continuity and security, and inform of known continuity risks. Reasonable assistance is, as a starting point, self-service export in a structured, commonly used and machine-readable format (typically ZIP with files and CSV/PDF for structured fields and reports).
14.4 Exportable data are Customer Data, i.e. input and output and related metadata entered by the Customer or its Users or generated directly by the Customer’s use, to the extent the Data Act treats them as exportable data.
14.5 The following are not exportable data and will not be ported, being Openframe’s or a third party’s intellectual property or trade secrets, without the exclusion in itself impeding switching of Customer Data: Openframe Materials; source and object code; templates, criteria mapping and calculation models; UI, configuration of the service itself, internal logs and messages in the messaging function; aggregated and anonymised insights; other customers’ data; Third-Party Scheme materials; security documentation and keys that do not belong to the Customer. Digital assets to which the Customer has an independent right of use irrespective of the Agreement are included to the extent they exist in the Tool and can technically be extracted.
14.6 After the transitional period, the Customer has a retrieval period of at least 30 calendar days to retrieve exportable data. When switching is completed, or where the Customer has requested erasure only, the Agreement ends, and Openframe will erase exportable data and digital assets generated by or relating directly to the Customer after the retrieval period, subject to legal retention and backup cycle. Openframe will notify the Customer when the Agreement is treated as ended.
14.7 Until 12 January 2027, Openframe may charge reduced switching charges corresponding to Openframe’s documented costs of facilitating the switch. From 12 January 2027, switching charges within the meaning of the Data Act will not be charged. This does not affect (a) Subscription fees that have fallen due or that relate to the commitment period, (b) a proportionate fee for the remaining part of an agreed commitment period if switching occurs before expiry, and (c) payment for assistance beyond Openframe’s mandatory switching assistance. The Customer is informed of applicable rates before entering into the Agreement via the Agreement or openframe.org.
14.8 Openframe is not obliged to recreate the Tool’s functionality at the destination. SaaS switching comprises extraction as stated, not functional equivalence of the platform.
15. Governing law, venue and miscellaneous
15.1 Any dispute between the parties arising out of this Agreement shall be governed by Danish law. Venue shall be the City Court of Copenhagen as court of first instance. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply. The Danish-language version is the sole authentic and legally binding text and prevails over any translation. This English version is a convenience translation only and has no independent legal effect, see clause 15.7.
15.2 The Customer may not assign the Agreement without Openframe’s prior written consent. Openframe may assign the Agreement to a group company or to an acquirer of the business or assets to which the Tool relates. Openframe may use subcontractors.
15.3 Notices under the Agreement may be given by email to the nominated contact and are deemed received on the day of sending if sent to the latest notified address. Notice and acceptance in the Tool, including clickwrap on an update of the Agreement, have the same effect.
15.4 Openframe may use the Customer’s name and logo as a reference on its website and in sales materials unless the Customer objects in writing. Other publicity requires consent.
15.5 If a provision is invalid, the Agreement remains in force otherwise. The invalid provision shall be replaced by a valid provision closest to the parties’ intent, having regard to Openframe’s legitimate interest.
15.6 The Agreement may be entered into electronically. A wet-ink signature is not required. Electronic acceptance in the Tool, including on an update, is sufficient.
15.7 The Agreement is drawn up in Danish. This English version is a convenience translation only and has no independent legal effect. In case of conflict, ambiguity or difference in interpretation between the Danish version and this translation, the Danish version prevails and is binding on the parties.