This Agreement is entered into by and between Weld Technologies ApS (“Weld”) and You and is effective as of the date that You accept these Terms of Service, or start using the Services. You and Weld are referred to individually as "Party" and collectively as the "Parties". This Agreement sets out the general terms and conditions that apply to using the Services and the website www.weld.app.
Table of contents
Definitions
For the purposes of this Terms of Service:
- "Account": means Your workspace in the Weld app.
- "Admin": means the User who administers the Account on behalf of You. This User has elevated privileges to access data and sensitive information in the Services.
- "Affiliate": means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where control means owning more than 50% of the voting rights.
- "Agreement": means these Terms of Service, the Data Processing Agreement, the Service Level Agreement, the EU Data Act Addendum where it applies, and the Order Confirmation.
- "Commencement Date": means the date You confirm agreement to these Terms of Service, or start using the Services.
- "Data Processing Agreement": means the data processing agreement which can be found by clicking here: DPA.
- "Documentation": means the descriptions of the Services on Our website, including the Pricing Page and the product documentation at docs.weld.app, as amended by Us from time to time.
- "EU Data Act Addendum": means the addendum on switching providers under the EU Data Act, which can be found here: EU Data Act Addendum.
- "Order Confirmation": means the Order Confirmation sent to You by Us based on the order made by You, including the confirmation You receive when You sign up for or change a subscription in the Weld app.
- "Service Level Agreement": outlines the commitments regarding response and resolution times, availability, and service credits. You can find the full details at Service Level Agreement.
- "Services": means the Weld data platform, including data integration, transformations, reverse ETL, Weld managed data warehouses, the AI assistant and the MCP server, and the support, onboarding and consulting services provided by Weld's data experts, as described in the Order Confirmation and the Documentation.
- "Subscription Period": means the Subscription Periods stated in the Order Confirmation.
- "Term": means the Term of the Agreement. The Term will commence on the Commencement Date and expire when the last Subscription Period ends or the Agreement is terminated in accordance with clause 13 or 14.
- "Terms of Service": means these Terms of Service.
- "Third-Party": means any person or entity other than the Parties.
- "Third-Party Services": means products or services offered by a Third-Party that are not exclusively operated or controlled by Weld.
- "User": means any employee of You or any representative of Yours authorized by You to be a User.
- "Weld", "We", "Us" or "Our": means Weld Technologies ApS, a private limited company legally registered in Denmark, registration no. 41978104.
- "Weld IP Rights": means copyrights, designs, patents, trademark rights, domain names, any other proprietary intellectual property rights, and know-how to the Services including the software, any updates, and the Documentation.
- "You" or "Your": means the legal entity specified in the Order Confirmation and whose name is registered in the Weld product and who has accepted the Agreement.
Terms
1. Services
1.1
Weld offers an all-in-one data platform to centralize, clean, and activate business data, along with a team of dedicated data experts.
1.2
By subscribing to the Services, You are agreeing to these Terms of Service and are bound by them legally. This includes all applicable laws and regulations whether international or local.
1.3
The Services are provided to businesses only. You accept the Agreement for the purposes of Your trade, business or profession and not as a consumer, and the person who accepts the Agreement on Your behalf confirms that they are authorised to bind You.
2. Commencement
2.1
The Agreement will commence on the Commencement Date. The Agreement will terminate in accordance with clauses 13 and 14. The Agreement and all communications between Us and You shall be in the English language. To the extent that this Agreement is translated into any other local language the English version shall prevail in case of inconsistency.
2.2
Your subscription will continue on a monthly or yearly basis depending on the Subscription Periods stated in the Order Confirmation.
3. Use
3.1
The licence of the Services is a time-limited, revocable, non-exclusive limited licence to use the Services by You and your Users and only for Your own internal business purposes and subject to the restrictions set forth in the Agreement and Your payment of all applicable fees.
3.2
Except as permitted under clause 3.6, You may not resell, transfer, sublicense, lease, or lend the Services or allow any Third-Party or outsider access to the Services in whole or in part.
3.3
You will be responsible for all use through Your Account, including all Users associated with Your Account, and You are responsible for ensuring compliance by Your Users with the terms of the Agreement.
3.4
Except to the extent mandatory law allows it, You may not decompile, modify, reverse engineer, or create derivative works of the Services.
3.5
You may not use the Services: a) for any unlawful purposes; b) to violate any international or local rules, laws or regulations; c) in any way that causes or may cause damage to Weld, whether directly or indirectly; or d) for load testing, hacking, modification or similar.
3.6
Your Affiliates, and contractors acting on Your behalf, may use the Services under Your Account as Users. You are responsible for their use of the Services as for Your own.
3.7
You keep the login details of Your Users confidential, give the Services only the access to Your data sources and destinations that they need, using read-only access to sources where possible, and manage Your Users' access, including removing Users who no longer need it. You notify Us without undue delay if You become aware of unauthorised access to Your Account. We are not liable for loss caused by unauthorised access that results from Your failure to meet this clause 3.7.
3.8
Unless agreed with Us in writing, You may not use the Services to process protected health information under the US Health Insurance Portability and Accountability Act (HIPAA) or payment card data covered by the Payment Card Industry Data Security Standard (PCI DSS).
4. Support services
4.1
We provide support services to You as specified in the Service Level Agreement. Product onboarding, in which We show You how to use the Services, is included in the Business and Enterprise plans. Other onboarding and implementation work by Our data experts is provided on an hourly basis against payment as set out in the Order Confirmation.
4.2
We use Our reasonable efforts when providing support services, and We shall use reasonable endeavours to meet any response- and target resolution time set out in the Service Level Agreement.
4.3
Availability, including the availability of dedicated resources, response- and target resolution time may vary depending on Your chosen level of support services as specified in the Order Confirmation.
4.4
If named dedicated resources have been made available to you, we may replace such dedicated resources by giving You 5 days' notice.
5. Your obligations
5.1
You shall follow all reasonable instructions and recommendations given by Us in respect of use of the Services. You shall cover any additional costs incurred by Us due to You not fulfilling Your obligations.
5.2
If You have Our data experts or other consultants work in Your software, You are responsible for ensuring the necessary licensing thereof.
6. Exclusions
6.1
Our Services do not cover: a) hardware, software, or other components which are not part of the Services; b) errors or problems caused by or contributed to by hardware, software, or other components which are not provided by Us; c) errors or problems caused by You or a User not following the instructions and recommendations from Us; d) if You fail to implement Our updates to the Services or prevent Us from performing required maintenance; e) if You have made unauthorised changes to the Services; f) errors or problems caused by third parties not acting on behalf of Us; or g) if You do not fulfil Your obligations under the Agreement, cf. clause 5 above.
7. Confidentiality
7.1
Each Party shall keep confidential all information received from the other Party in connection with this Agreement that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). This includes the terms of this Agreement, Your data, and non-public information about the Services. Each Party shall use the other Party's Confidential Information only to perform or receive the Services under this Agreement.
7.2
Each Party may disclose the other Party's Confidential Information to its employees, advisors, auditors, sub-processors and other service providers who need to know it for the purposes of this Agreement, provided they are bound by confidentiality obligations no less protective than those in this clause 7. Each Party is liable for any act or omission of the persons to whom it has disclosed Confidential Information that would breach this clause 7 if done by that Party.
7.3
Upon termination of this Agreement, for whatever reason, the Parties shall return or irrevocably delete all Confidential Information received from the other Party, unless otherwise required by law. Your data is deleted in accordance with clause 13.4 and the Data Processing Agreement. Upon the other Party’s request, each Party shall confirm the deletion in a written statement to the other Party.
7.4
Nothing in this clause 7 prevents either Party from using general skills, knowledge and experience retained in the unaided memory of its personnel, provided that this does not disclose the other Party's Confidential Information or infringe its intellectual property rights.
7.5
The obligations in this clause 7 do not apply to information that: a) is or becomes publicly available other than through a breach of this Agreement; b) was lawfully known to the receiving Party before it was disclosed by the other Party; c) is independently developed by the receiving Party without use of the other Party's Confidential Information; or d) is lawfully received from a third party without a duty of confidentiality. A Party may disclose Confidential Information where required by law, a court or a public authority, provided that, where legally permitted, it notifies the other Party in advance.
7.6
The obligations in this clause 7 continue for three (3) years after termination of this Agreement. For trade secrets, they continue for as long as the information remains a trade secret.
8. Payment
8.1
All fees are specified in the Order Confirmation. Payments already made are not refundable, except that We will refund prepaid fees for the remainder of the Subscription Period if either Party terminates the Agreement under clause 18.2 or You terminate it under clause 9.1, 14.1 or 14.3, or for the affected parts of the Services if We terminate them under clause 10.4 or You terminate them under clause 9.3 or 15.5, and except as set out in clause 5.5 of the Service Level Agreement and clause 7.3 of the Data Processing Agreement.
8.2
All prices are in EUR or USD and exclusive of VAT and other applicable taxes which shall be paid by You unless explicitly stated otherwise.
8.3
A valid payment method must be provided by You and kept up to date at all times in the Weld app. You can update Your payment information under the 'Billing' section found within 'Workspace Settings' of the Weld app.
8.4
Billing frequency depends on the plan you choose. Basic and Premium plans offer the option of monthly or annual billing, while the Business and Enterprise plans are billed annually. For full details, please visit our pricing page. All invoices are available in the 'Billing' section under 'Workspace Settings' within the Weld app.
8.5
If any undisputed amount remains unpaid seven (7) days after We have sent You a written payment reminder, We may, without liability, suspend Your access to the Services until all overdue amounts are paid. Suspension does not affect Your payment obligations.
8.6
Invoices are due for payment within fourteen (14) days of the invoice date, unless the Order Confirmation states otherwise. Card payments are charged automatically at the start of each billing period.
8.7
Late payments incur interest in accordance with the Danish Interest Act (renteloven) from the due date until payment is received.
8.8
We may change the fees for the next Subscription Period by giving You at least sixty (60) days' notice before it begins (thirty (30) days for monthly subscriptions). If You do not accept the new fees, You may, notwithstanding clause 13.3, terminate the Agreement by written notice before the next Subscription Period begins, with effect from the end of the current Subscription Period.
8.9
Use of the data integration Services is measured in Monthly Active Rows ("MAR"), meaning the rows inserted or updated across Your connected data sources in a calendar month. Each plan includes the amount of MAR stated on the Pricing Page or in the Order Confirmation. Rows from a newly connected data source are not counted during its first fourteen (14) days.
8.10
We warn You in the Weld app or by email before Your usage exceeds the MAR included in Your plan. Usage above the included MAR is billed in arrears at the rates for Your plan stated on the Pricing Page or in the Order Confirmation. You authorise Us to charge these amounts to Your payment method on file, or to invoice them.
8.11
If You dispute an invoice, You must notify Us in writing within fourteen (14) days of the invoice date, stating the reasons, and pay the part of the invoice that is not disputed by its due date. The Parties will work in good faith to resolve the dispute. Amounts that have not been disputed in this way are undisputed for the purposes of clauses 8.5 and 14.2.
8.12
If We terminate the Agreement under clause 14.1 or 14.2 because of Your breach, the fees for the remainder of the committed Subscription Period become due for payment immediately.
9. Changes
9.1
We may update these Terms of Service, the Service Level Agreement and the Data Processing Agreement from time to time. Changes to fees are governed exclusively by clause 8.8, and the Order Confirmation may only be amended in writing by both Parties. The current version of the Terms of Service is available on Our website at https://weld.app/terms-of-service. We will notify You directly of all material changes with reasonable notice (in no event less than one (1) month). A material change that has material adverse effects for You applies to You from the start of Your next Subscription Period. If You do not accept it, You may, notwithstanding clause 13.3, terminate the Agreement by written notice before that Subscription Period begins, with effect from the end of the current Subscription Period. If such a change is required by law and must apply earlier, You may instead terminate the Agreement by written notice within thirty (30) calendar days from the notification date, with effect from the date the change takes effect, and receive a refund of prepaid fees under clause 8.1.
9.2
We will notify You regarding developments, which could significantly impede Our current or future ability to provide the Services.
9.3
We continuously develop the Services and may change them, including by adding, changing or removing features and connectors. We will not materially reduce the overall functionality of the Services You subscribe to during the current Subscription Period. If a change does so, You may terminate the affected Services by written notice within thirty (30) days of the change and receive a refund of prepaid fees for them under clause 8.1.
9.4
We may retire a connector if the Third-Party that provides the underlying source or destination discontinues, restricts or materially changes the access the connector depends on. We give You as much notice as is reasonably possible. Retiring a connector for these reasons is not a reduction of functionality under clause 9.3.
10. Intellectual property rights
10.1
Any Weld IP Rights shall remain solely with Us. If You become aware of any infringement or potential infringement of Weld IP Rights, You shall promptly notify Us in writing.
10.2
If a Third-Party claims that We or the Services infringe Third-Party rights, You shall immediately inform Us in writing and We shall take over the defence of the claim. We shall at Our cost have full control of any proceedings arising out of any claim of infringement of Third-Party rights. You shall give Us all reasonable assistance in respect of any such proceedings. You may not make any admission as to liability and shall not agree to any settlement or compromise any action without the prior written consent of Us.
10.3
We agree to indemnify You against any damages and costs imposed on You by a court of competent jurisdiction or any settlement sum approved by Us as a result of a claim by a Third-Party that the use by You of the Services in accordance with the terms of this Agreement infringes the intellectual property rights of that Third-Party, provided that such indemnity shall only apply if and to the extent that You have not been provided with a work around solution or an alternative licence obtained by Us from such Third-Party. Where We provide a work around solution or an alternative licence, the indemnity continues to apply to damages and costs relating to the period before it was provided.
10.4
If We cannot on commercially reasonable terms provide a work around or an alternative licence, then We may terminate the Agreement with respect to the affected parts of the Services (as relevant). You shall refrain from using the affected parts of the Services and We shall not charge further on-going fees to the affected parts of the Services.
10.5
The foregoing rights of You shall be the sole remedies available to You in the event of Third-Party infringement claims.
10.6
We shall not be liable for indemnifying You for any costs or damages if the infringement claim: a) is based on the use of an amendment, change, or modification made to the Services by any person other than Us or any supplier to Us; b) is based on a combination of the Services with other systems not provided or approved by Us; c) arises because the Services are not used in accordance with the instructions and recommendations from Us; or d) would have been avoided or otherwise eliminated by the use of an update which You have failed to implement.
10.7
Notwithstanding clauses 3.1 and 3.4, all intellectual property rights in work product that Our data experts create for You in the course of consulting, onboarding or support services, such as data models, SQL, code and documentation ("Deliverables"), belong to Us and form part of the Weld IP Rights. We grant You a non-exclusive, perpetual and royalty-free licence to use, copy and modify the Deliverables for the internal business purposes of You and Your affiliates, including through contractors acting on Your behalf. The licence passes to any successor to whom You assign the Agreement under clause 19.2, and it continues after the Agreement ends. Your data and Your pre-existing materials remain Yours.
10.8
If You or Your Users give Us suggestions or other feedback about the Services, We may use it freely and without obligation to You. We do not identify You as its source without Your consent.
10.9
We may collect and use technical data about the use and performance of the Services, such as metadata, logs, sync volumes, run history and errors ("Usage Data"), to provide, secure, support and improve the Services and to calculate fees. Usage Data does not include the content of Your data. Apart from service providers that process it on Our behalf, such as Our hosting, monitoring and error tracking providers, We share Usage Data outside Weld only in aggregated form that identifies neither You nor any individual. Personal data in Usage Data is processed as described in the Privacy Policy.
11. Your data
11.1
Your data stored via the Services is the property of You.
11.2
We are entitled to process Your data for the purpose of Your use of the Services.
11.3
You shall indemnify and hold Us harmless from any claim that Your data infringes Third-Party intellectual property rights or infringes applicable law.
11.4
Upon request, You are entitled to have Us delete Your data, free of charge.
11.5
We do not use Your data, including Your inputs to and outputs from the AI features of the Services, to train or improve artificial intelligence or machine learning models. We only use AI providers under terms that do not allow them to use Your data to train their models.
12. Your personal data
12.1
We look after Your privacy and Your personal data and we are fully dedicated to only collect the data we need to provide the Services and to keep Your data safe and secure.
12.2
You must comply with applicable data protection law and are the data controller for the personal data processed as part of the Services under this Agreement, except the personal data that We process as data controller as described in the Privacy Policy, such as Account, User and billing data.
12.3
Any processing of personal data carried out by Us on Your behalf is done solely pursuant to Your instructions. You have agreed to the Data Processing Agreement, which stipulates the rights and obligations of both You and Weld regarding the processing of personal data.
12.4
Unless You have provided Your explicit permission, Your personal data will not be used for marketing purposes by Us or Our commercial partners (unless You have independently provided Your consent to them directly).
12.5
You have the right to request details of the personal information We hold about You, and You may receive this by writing to Us. This is free of charge, unless a request is manifestly unfounded or excessive.
12.6
Please refer to the Privacy Policy of Weld Technologies ApS available at Our website at https://weld.app/privacy-policy for full details of how We process personal data as data controller.
13. Term and termination
13.1
The Agreement will remain in effect for the Term.
13.2
Your subscription will be in effect for the duration of the Subscription Periods until terminated. This means that Your subscription will automatically renew at the end of the Subscription Period unless terminated in accordance with clause 13.3.
13.3
Basic Plan: This plan operates on a monthly or annual subscription basis. Your billing period begins on the day you activate your subscription and renews on the same day in the next term, depending on whether you selected a monthly or annual subscription. You may cancel at any time before the end of the current billing period, and you will retain access to the services until the billing period concludes.
Premium, Business and Enterprise Plans: These plans are based on an annual commitment. The Premium plan can be paid monthly or annually; the Business and Enterprise plans are paid annually, cf. clause 8.4. You may choose to terminate Your subscription by providing a notice of termination thirty (30) days prior to the end of the current subscription year, unless a different arrangement has been explicitly agreed upon. After termination, You will retain access to the services until the conclusion of the current annual subscription period.
For all plans, once the Agreement expires following Your cancellation, Your access to the Services ends.
13.4
Until the Agreement expires, You may export Your data using the standard functionality of the Services. For thirty (30) days after the Agreement expires or is terminated, We will on request provide Your data in a standard machine-readable format, free of charge. We will delete all Your Account information and Your data, including personal data processed under the Data Processing Agreement, no later than 90 days after the Agreement expires or is terminated, unless We are required by law to keep it, for example under the Danish Bookkeeping Act.
13.5
Clauses 7 (Confidentiality), 8 (Payment) in respect of amounts due, 10.2 to 10.9, 11, 13.4, 15 (Liability), 16 (Indemnification), 20 (Law and courts), 22 (Entire agreement), 23 (Notices), 28 (General) and any other provisions which by their nature are intended to continue, survive the termination or expiry of the Agreement.
14. Termination for cause
14.1
Either Party may terminate the Agreement if the other Party is in material breach of its obligations under the Agreement, provided that such breach, if capable of remedy, has not been remedied within thirty (30) days of receiving written notice.
14.2
Notwithstanding clause 14.1, We are entitled to terminate the Agreement with immediate effect by written notice if: a) any undisputed amount owed by You remains unpaid fourteen (14) days after We have sent You a written payment reminder; or b) You use the Services unlawfully, or in a way that poses a security threat to the Services, to Us or to Our other customers. Any other breach is subject to clause 14.1.
14.3
To the extent permitted by applicable law, either Party may terminate the Agreement with immediate effect by written notice if the other Party becomes insolvent, enters into bankruptcy or reconstruction proceedings, or ceases to carry on its business.
14.4
We may suspend all or the affected part of the Services, or the access of individual Users, if: a) Your use of the Services poses a security threat to the Services, to Us or to Our other customers; b) You use the Services unlawfully or in breach of clause 3; or c) suspension is required by law or by an order of a public authority. We limit the suspension to what is reasonably necessary, give You notice in advance where practicable and otherwise promptly, and restore the Services as soon as the reason for the suspension has been resolved. Suspension does not affect Your payment obligations.
15. Liability
15.1
Whether such losses or damage were foreseeable, known or otherwise, neither Party shall be liable for any indirect, special, incidental, punitive or consequential damages, including, but not limited to, loss of profits, trading losses, business interruption losses, loss or corruption of data, or lost time or goodwill, whether in contract, tort, strict liability or otherwise. The exclusion of loss or corruption of data does not apply where the loss results from Our breach of Our security obligations under the Data Processing Agreement, which remains subject to clause 15.2.
15.2
Each Party's total aggregate liability for all claims arising out of or in connection with the Agreement, including the Data Processing Agreement, shall not exceed the fees paid or payable by You under the Agreement in the twelve (12) months preceding the first event giving rise to liability under the Agreement. This is a single aggregate cap that applies to all claims under the Agreement and the Data Processing Agreement together.
15.3
The limitations and exclusions in clauses 15.1 and 15.2 do not apply to: a) liability arising from a Party's gross negligence, wilful misconduct or fraud; b) Our indemnification obligations under clause 10.3; c) Your obligation to pay the fees due under the Agreement; or d) Your indemnification obligations under clause 16.
15.4
We shall not be liable for any third-party modifications or suspension which result in the discontinuation of the Services.
15.5
We warrant that the Services will perform materially in accordance with the Documentation, and that Our data experts will perform consulting, onboarding and support services with reasonable skill and care. If You notify Us in writing of a breach of this warranty within thirty (30) days of discovering it, We will correct the breach within a reasonable time. If We cannot, You may terminate the affected Services by written notice and receive a refund of prepaid fees for them under clause 8.1. This, together with clause 14.1 and the Service Level Agreement, is Your sole remedy for breach of this warranty. Except as expressly set out in the Agreement, the Services are provided "as is", We give no other warranties, express or implied, including as to fitness for a particular purpose, and We do not warrant that the Services will be uninterrupted, timely, secure or error-free.
15.6
The Services use artificial intelligence and machine learning to generate output based on input provided by You. In no event shall We be liable for the accuracy of any input provided by You. Further, You understand and accept that the output generated by the Services is generated by machine learning and may not be correct. We make no representation or warranty and accept no responsibility as to the accuracy of the output generated by the Services, and We shall therefore in no event be liable for Your reliance on any output rendered by the Services.
15.7
Personal data contained in Your inputs to the AI features of the Services is processed in accordance with the Data Processing Agreement.
15.8
You are responsible for the decisions You make using output from the AI features of the Services, including reviewing output before relying on it, and for the actions that You, Your Users or AI agents connected through the MCP server take in Your Account and in the systems connected to it.
16. Indemnification
16.1
You shall indemnify Us against third-party claims, including reasonable legal fees, to the extent they arise from Your data, from Your use of the Services in breach of clause 3 or 17.3, or from Your violation of applicable law or the rights of a third party.
17. Third-party services
17.1
If the Services contain any Third-Party Services, as set out in the Order Confirmation, such Third-Party Services are subject to the terms and conditions of the respective supplier. We will only make available Third-Party Services to You as intermediary and not as supplier and/or contracting party of the Third-Party Services.
17.2
Irrespective of the above, We may perform outsourcing or chain outsourcing of all or part of the Services. Where this involves processing of personal data, We will follow the requirements for sub-processors in the Data Processing Agreement.
17.3
By connecting a data source or destination, You authorise Us to read data from it and, for reverse ETL and similar features, to write data to it on Your behalf. You are responsible for having the rights, permissions and consents this requires, including consents for using personal data in marketing and advertising audiences, for complying with the terms of the Third-Party Services You connect, and for paying their fees.
17.4
We are not responsible for the Third-Party Services You connect, including their availability, changes to their APIs, rate limits or data formats, or what they do with data once We have delivered it to them, cf. clause 6.1.
17.5
Data that the Services sync into Your own data warehouse is under Your control. You pay the compute and storage costs of Your own data warehouse and are responsible for backing up the data in it.
18. Force majeure
18.1
Neither Party shall be liable for failure or delay in performance of its responsibilities hereunder when such failure or delay is caused by wars, riots, uprisings, general strikes or labour disturbances, fire, flooding, natural disasters, monetary restrictions, trade embargoes, epidemics, transportation delays, interruption or breakdown in energy or internet supplies, compliance with the laws, acts, orders, rules, or regulations of any government body, or any other cause whether or not similar to those specified herein, beyond the reasonable control of the said Party.
18.2
If a force majeure event prevents a Party from performing its obligations for more than sixty (60) consecutive days, either Party may terminate the Agreement by written notice. Force majeure does not excuse Your obligation to pay for Services already provided.
19. Assignment
19.1
We reserve the right to transfer Our rights and obligations under this Agreement to another party, provided: a) that such party is controlling, controlled by, or under common control with Us; or b) that transfer is made to a Third-Party in connection with a bona fide transfer of all or a part of Our business.
19.2
You may assign the Agreement by written notice to Us to an entity controlling, controlled by, or under common control with You, or to a successor in a merger or a sale of all or substantially all of Your business. Otherwise, You may not assign the Agreement without Our prior written consent, which shall not be unreasonably withheld.
20. Law and courts
20.1
The Agreement, and Your relationship with Us arising out of or relating to the Agreement, will be governed by the laws of Denmark applied without giving effect to the UN Convention on Contracts for the International Sale of Goods and any conflict of law principles.
20.2
All disputes arising out of or relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of Denmark.
21. Severability
21.1
If any term or provision in the Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of the Agreement but the validity and enforceability of the remainder of the Agreement shall not be affected.
22. Entire agreement
22.1
This Agreement constitutes the entire agreement and supersedes any previous agreements between the Parties relating to its subject matter. In respect of the processing of personal data, the Data Processing Agreement shall take precedence over all other documents, except clause 15 (Liability), which also applies to the Data Processing Agreement. In all other respects, specific deviations expressly stated in the Order Confirmation shall take precedence over these Terms of Service, and in the event of other discrepancies, the following order of precedence shall apply: The Order Confirmation, these Terms of Service, the Service Level Agreement, the Documentation, and any other documents.
23. Notices
23.1
Notices under the Agreement must be in writing and may be given by email. Notices to You are sent to the email address of an Admin of Your Account or the address stated in the Order Confirmation. Notices to Us are sent to hello@weld.app. A notice sent by email is received when it is sent, unless the sender receives a message that it could not be delivered.
24. Switching providers (EU Data Act)
24.1
Where Regulation (EU) 2023/2854 (the "Data Act") applies, You may switch to another provider, move Your data to Your own infrastructure or have it erased on the terms of the EU Data Act Addendum, which forms part of the Agreement.
25. Free trials and beta features
25.1
If You use the Services on a free trial, or use features that We identify as beta, preview or early access ("Beta Features"): a) they are provided "as is" without any warranty; b) the Service Level Agreement does not apply to them; c) We may change or end them at any time; and d) Our total liability for them is limited to EUR 100, subject to clause 15.3 a).
25.2
If a free trial ends without You subscribing, and You have still not subscribed, We may delete Your Account and data from thirty (30) days after the trial ends, and delete them no later than ninety (90) days after it ends in accordance with clause 13.4. If You subscribe before they are deleted, We keep them.
26. Publicity
26.1
We may name You as a customer and use Your name and logo on Our website, in presentations and in customer lists, in line with any reasonable brand guidelines You give Us. You can ask Us to stop at any time by writing to hello@weld.app, and We remove such references within a reasonable time after You ask or after the Agreement ends. Case studies, quotes and press releases require Your prior written consent.
27. Export control and sanctions
27.1
Each Party complies with the export control and sanctions laws that apply to it, including those of the EU, the UN and, where applicable, the United States. You confirm that You are not, and are not owned or controlled by, a person subject to such sanctions, and that You will not use the Services, or give access to them, in breach of those laws.
27.2
We may suspend the Services or terminate the Agreement with immediate effect by written notice if continuing to provide the Services would breach such laws.
28. General
28.1
The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between them.
28.2
Except as set out in the Data Processing Agreement, no third party has rights under the Agreement.
28.3
A failure or delay in exercising a right under the Agreement is not a waiver of it. A waiver is only valid if it is made in writing.
28.4
Terms in Your purchase orders, supplier portals, vendor registration forms or similar documents do not apply, even if We accept or sign them, unless an Order Confirmation expressly provides otherwise.