Subscription Terms

1. Introduction and Scope

These Subscription Terms (the "Terms") govern the commercial aspects of your company's subscription to the PixelAdmin platform, provided by PixelAdmin ApS, CVR no. 45447588, Falkoner Allé 90, 2000 Frederiksberg, Denmark ("PixelAdmin", "we", "us"). The Terms form an integral part of the agreement between PixelAdmin and the legal entity that has subscribed ("Subscriber", "you").

The Terms specifically outline pricing, billing cycles, automatic renewal, upgrades, cancellation, AI credits, storage quotas, and other commercial conditions for each subscription tier. The legal framework—including rights, liabilities, data processing, and confidentiality—is detailed in our SaaS Master Subscription Agreement, which these Terms supplement.

These Terms apply to all subscriptions created via the Customer Portal, our website, an individual order form, or through a studio inviting a brand on the Free tier. By creating or continuing a subscription, you confirm that you have the authority to bind your company and that you accept these Terms.

2. Definitions

The following capitalized terms have the meanings stated below in these Terms:

• Subscriber: The legal entity (company, organization, or public authority) that has entered into a subscription to PixelAdmin.
• Subscription: The tier and configuration (Free, Pro, Business, Enterprise, or studio plan) selected by the Subscriber, including associated user licenses, AI credits, and storage quota.
• Billing Period: The selected recurring period (monthly or annual) during which the subscription fee is billed in advance.
• AI Credits: Units of measurement for the consumption of AI features (e.g., background removal, auto-tagging, retouching). Credits are allocated per Billing Period based on the Subscription tier.
• Storage Quota: The maximum total amount of digital content (assets, samples, exports) the Subscriber may store on the platform under their Subscription tier.
• Customer Portal: The self-service interface where brands can create, upgrade, downgrade, and cancel subscriptions, as well as export data.
• Renewal Date: The date a Billing Period expires and the automatically renewed Subscription takes effect, unless canceled beforehand.
• Studio Plan: A subscription (Starter, Professional, Enterprise) targeted at creative production studios, where brands can be invited as Free tier participants.
• Brand Tier: A subscription (Free, Pro, Business, Enterprise) targeted at brands, either invited by a studio or using the platform for their own content production.

3. Relationship to Other Agreements

These Terms constitute one element of a comprehensive agreement. The following documents apply simultaneously and form an integral part of the agreement between you and PixelAdmin:

• Master Subscription Agreement – overarching legal terms, liability, copyright, and termination.
• Data Processing Agreement (DPA) – processing of personal data in accordance with the GDPR.
• AI Addendum to DPA – specific terms for data processing via AI features.
• End User License Agreement (EULA) – licensing terms for individual platform users.
• Service Level Agreement (SLA) – uptime targets and service credits (Enterprise).
• Acceptable Use Policy (AUP) – rules for permitted use and prohibited content.

In the event of a conflict between these Terms and the SaaS Master Subscription Agreement regarding commercial matters (pricing, billing cycles, upgrades, AI credits, storage quotas), these Terms shall prevail. For all other matters, the SaaS Master Subscription Agreement shall prevail. Individually negotiated order forms or Master Service Agreements take precedence over both.

4. Subscription Types and Features

PixelAdmin is offered in two tracks: studio plans aimed at creative production studios and brand tiers aimed at brands. Studios use the platform as their primary production engine and can invite brands into their workspace via the Free tier. Additionally, brands can purchase an upgraded brand subscription (Pro, Business, or Enterprise) that provides their own workspace, AI capacity, and distribution.

4.1 Studio Plans (Summary)

Studio plans are billed directly to the studio and are offered at the following tiers:

• Starter: Entry plan aimed at smaller studios looking to consolidate their production workflow on a single platform.
• Professional: Standard plan for established production studios with multiple parallel projects, integrations, and shared resources.
• Enterprise: Customized plan for large studios and enterprise groups, including dedicated onboarding, custom integrations, extended security, and a named Customer Success Manager.

The current price list at any time, as well as the specific quotas for user seats, storage, AI capacity, and add-on modules, are stated on PixelAdmin's pricing page and in the Customer Portal. The specific terms, quotas, and prices for a given subscription are specified in the Subscriber's order confirmation or Order Form, which takes precedence in the event of a discrepancy with the general pricing page.

4.2 Brand Tiers (Overview)

The Customer Portal is offered to Brand customers in four tiers:

• Free: Activated by a Studio as part of the Studio's own subscription. Designed for the Brand to receive, approve, comment on, and download assets delivered by the Studio.
• Pro: Standalone brand subscription for the individual brand user with basic AI image processing, guest sharing, image annotations, and permanent asset links.
• Business: Brand team subscription with expanded AI functionality (auto-tagging, visual search), omnichannel distribution, full API and webhook access, role-based permissions, and audit trail.
• Enterprise: Tailored for larger brand organizations with SSO/SAML federation, SCIM provisioning, contractual guarantee of EU data residency, separate SLA, and a dedicated Customer Success Manager.

The current full feature matrix at any time – including price, storage quota, AI credit quota, user seat cap, integration scope, support level, data retention, and any service credits – is stated on PixelAdmin's pricing page and in the Customer Portal, both of which take precedence in the event of a discrepancy with these Terms. The specific terms, quotas, and prices for a given brand subscription are specified in the Brand's order confirmation or Order Form. PixelAdmin reserves the right to add, modify, or remove individual features in a tier as long as the core described in the order is maintained; material reductions are announced with at least 30 days' notice in the Customer Portal.

5. Prices and Currency

All prices are in Danish Kroner (DKK) and exclude VAT. At launch, PixelAdmin operates exclusively in DKK. We reserve the right to offer billing in Euros (EUR) or other currencies for cross-border customers at a later date; such additions will be optional and communicated in the Customer Portal.

Subscribers with a permanent place of business in Denmark are subject to 25% Danish VAT. For business subscribers established in another EU country with a valid VAT number registered in VIES, the reverse charge mechanism applies, and VAT is accounted for by the Subscriber in their respective Member State. It is the Subscriber's responsibility to provide a correct VAT number and update it upon any changes.

Subscribers outside the EU are typically invoiced without VAT, but local taxes (e.g., US sales tax or UK VAT) may be added where PixelAdmin is required to collect them. Any bank or currency exchange fees for international payments are borne by the Subscriber.

The current price list at any time is stated on our pricing page and in the Customer Portal and takes precedence in the event of a discrepancy with the overview in section 4.

6. Billing Cycle and Payment Terms

Subscribers can choose between monthly and annual billing. Opting for annual billing provides a 10% discount on the total annual amount. This discount applies as long as the subscription remains on an annual cycle; switching to monthly billing forfeits the discount at the next renewal.

Subscription fees are billed in advance upon agreement and again on each Renewal Date. Payment is processed via the payment method registered by the Subscriber in the Customer Portal (typically card or SEPA Direct Debit), or via invoice with Net 14 payment terms for Enterprise subscribers or public institutions using EAN invoicing.

In case of late payment, default interest is charged in accordance with the Danish Interest Act, along with reminder fees pursuant to the Danish Act on Interest and Fees. Debt collection may be pursued via Danish collection agencies or courts.

7. Automatic Renewal

All paid subscriptions are set to auto-renew by default. The subscription automatically renews for a new Billing Period of the same length as the previous one at the current list price, unless the Subscriber has canceled the renewal beforehand.

In accordance with the EU Omnibus Directive and consumer protection rules regarding subscription services, we will send the following written notices to the Subscriber's billing email:

• For annual subscriptions: a renewal reminder at least 30 days before the Renewal Date.
• For monthly subscriptions: a reminder at least 7 days before the Renewal Date if the price is changing or if the subscription has been inactive for more than 60 days.
• The reminder includes the renewal date, amount, selected payment method, and a direct link to cancel or downgrade in the Customer Portal.

The Subscriber can disable auto-renewal in the Customer Portal at any time, after which the subscription will expire on the next Renewal Date without further charges.

8. Upgrading and Downgrading

The Subscriber can upgrade or downgrade their subscription in the Customer Portal at any time.

Upgrades: Takes effect immediately. The difference between the new and old plan is calculated on a prorated basis for the remainder of the current Billing Period and is charged immediately. AI credits and storage quotas are adjusted accordingly right away. When upgrading from monthly to annual billing, the amount already paid for the current month is credited to the new annual invoice.

Downgrades: Takes effect on the next Renewal Date. No refunds are provided for the remainder of the current Billing Period (B2B agreement). Any unused AI credits and storage quotas exceeding the limits of the new plan are forfeited upon transition. If actual data usage on the downgrade date exceeds the new plan's Storage Quota, the Subscriber is urged to delete or export data prior to the transition, as per section 10.

Calculation example for upgrading: If on the 10th day of a 30-day period an upgrade is made from a lower to a higher tier, the difference between the monthly prices of the two tiers is charged prorated for the remaining 20 days (i.e., 20/30 of the difference) immediately, and the higher tier then runs to the original Renewal Date.

9. AI Credits

Each Billing Period, the Subscriber is allocated AI credits according to their subscription tier: 50 credits for Pro, 200 for Business, and unlimited (subject to fair use) for Enterprise. Free-tier brands share the studio's credit pool and receive no individual allocation.

AI credits are consumed when the Subscriber triggers AI features such as background removal, auto-tagging, retouching, and similar actions. Current usage and the remaining balance are displayed in real time in the Customer Portal. The specific credit cost per operation is detailed in the credit pricing overview in the Customer Portal, and PixelAdmin may adjust credit costs for new operations with a 30-day notice.

No rollover: Unused AI credits do not carry over to subsequent Billing Periods for Pro and Business tiers. The credit balance resets at each renewal. For the Enterprise tier, rollover terms can be agreed upon individually in the order confirmation.

If the Subscriber exhausts their AI credits before the end of the period, AI features are automatically disabled until the next allocation or until the Subscriber purchases additional credits. The option to purchase extra AI credits is expected to launch as an add-on and will be incorporated into these Terms once the feature is available.

Fair use for Enterprise: Unlimited does not guarantee support for disproportionately high automated usage. PixelAdmin may limit or suspend AI usage suspected of being automated scraping, mining, or resale activity that significantly exceeds standard production usage.

10. Storage Quota and Overage

Each subscription includes a Storage Quota, cf. section 4. Usage is measured as the total sum of originals, derived assets, exports, and samples-related files actively stored on the platform. Compressed thumbnails and temporary caches are not counted, and empty folders, unbilled preview versions, and automatically deleted trash objects are excluded.

**Soft and Hard Limits.**When usage reaches 80% of the quota, we send a warning to the Brand Administrator. At 90%, the warning is repeated with specific cleanup guidance. At 100–110%, we introduce a soft block: new uploads and AI generations are paused, but existing data, downloads, sharing, and viewing remain fully accessible. Only upon sustained usage above 130% after two written warnings can PixelAdmin impose a hard limit, where read-only access is maintained until the Subscriber upgrades, deletes material, or purchases extra storage.

**Overage Pricing (Extra Storage Add-on).**Brand tiers can purchase extra storage capacity in the form of storage packages, where the size, price, and cancellation terms are stated on the Customer Portal's billing page and on the pricing page, which take precedence in the event of a discrepancy. The add-on is activated only after the Brand Administrator's explicit approval in the Customer Portal and can be canceled monthly with effect from the next Billing Period. Until an add-on is active for a given subscription, the soft-block mechanics above apply, and PixelAdmin does not automatically charge for overage without prior consent.

**User Seats.**Brand tiers (Free, Pro, Business, Enterprise) offer an unlimited number of user seats for the individuals the Subscriber wishes to collaborate with on the platform. PixelAdmin does not charge for seat overage on brand tiers; the differentiation between tiers lies in features, quotas, and support. For studio plans, the specific seat limitations stated in section 4.1 apply.

11. Trial Subscriptions

The Pro subscription may be offered with a 14-day free trial for new subscribers who have not previously been on a paid brand tier. Access to the trial period is offered at PixelAdmin's discretion and can be withdrawn for new signups at any time.

When signing up for a trial period, a valid payment method must be provided. Stripe performs an SCA authentication and a validation authorization of up to 1 DKK/EUR, which is released immediately, and no subscription amounts are charged during the trial period. At least 3 days before the expiration of the trial period, we send a reminder regarding automatic conversion with information on the date the amount will be charged and a direct link to cancel or downgrade to the Free tier in the Customer Portal. The trial period automatically converts to a full Pro subscription on the last day of the trial period unless the Subscriber has previously canceled or downgraded to the Free tier.

The trial period includes the same feature set and quotas as the paid Pro subscription, including 50 AI credits. Any unused credits are forfeited upon conversion - the credit balance resets, and a new allocation is provided for the first paid month.

12. Price Changes

PixelAdmin may change list prices for new subscriptions at any time. For existing subscribers, price changes only take effect at the next Renewal Date and are notified in writing at least 60 days before the price change takes effect. The notice is sent to the billing email the Brand Administrator has registered and includes the new price, the effective date, a reference to this provision, and a direct link to cancel or downgrade in the Customer Portal.

The Subscriber has the right to cancel the subscription with effect from the effective date of the price change if the Subscriber does not wish to accept the new price. If the cancellation does not occur before the effective date, the Subscriber is deemed to have accepted the new price at the next renewal. PixelAdmin cannot unilaterally introduce retroactive price increases or shorten the 60-day notice period in an ongoing Billing Period.

The above does not apply to indexation up to the annual increase in Statistics Denmark's net price index, adjustments resulting from legal requirements (e.g., changes in VAT or excise duties), or currency conversions upon introduction of additional currencies, where automatic adjustment may occur without 60 days' notice. Such adjustments are, however, disclosed in writing on the next invoice.

13. Cancellation

The Subscriber can cancel their subscription at any time in the Customer Portal via the visible "Cancel Subscription" button on the billing overview. The cancellation requires no justification, phone call, or written inquiry, and no cancellation fees are charged. The cancellation takes effect at the end of the current Billing Period, and automatic renewal is interrupted immediately. Until the end of the period, the Subscriber retains full access to the platform. Brand tiers at the Pro and Business levels can always be canceled monthly with effect from the end of the current billing month.

**EU Data Act – Free and Seamless Switching.**In accordance with Article 25 of Regulation (EU) 2023/2854 of the European Parliament and of the Council (Data Act), the Subscriber has the right to terminate ongoing subscription periods with a maximum of two months' notice and the right to switch to another cloud data processor or bring data in-house (on-premise) without unreasonable obstacles. PixelAdmin abolished data extraction fees for standardized exports as of September 12, 2025, and commits to abolishing all remaining switching-related fees by January 12, 2027, in accordance with the Data Act's phase-out schedule. Technical assistance and non-standard migration can be offered as professional services by separate agreement.

No proportional refund is provided for the unused part of an ongoing Billing Period. Since the subscription is a B2B agreement, no right of withdrawal applies as a starting point, cf. section 14. For annual subscriptions, however, a pro rata refund may be provided upon specific assessment in the event of a downgrade or cancellation where PixelAdmin has materially breached the agreement; such a refund is issued as a credit note against the payment method originally used. Prepaid services linked to an Order Form with a fixed commitment period are not refunded upon termination for convenience unless otherwise expressly stated in the Order Form.

**Export and Recovery Periods.**After termination, the Subscriber has an export period (cf. the matrix in section 4), during which data can be exported via the Customer Portal's data export tool without a fee. After the export period, data is anonymized or deleted within an additional 90-day recovery period, during which data can be reactivated upon renewing the subscription. Following this, data is permanently deleted, cf. the SaaS Subscription Agreement and the DPAs.

**Transfer of Account Ownership.**If the person registered as the Brand Administrator (account owner) leaves the Subscriber or changes roles, the Subscriber is responsible for ensuring that access and control are transferred to a new Brand Administrator. The transfer can be completed self-service in the Customer Portal via the "Transfer Administrator Access" function, which requires confirmation from both the departing and incoming administrator. If the original administrator is no longer available, the Subscriber can request assisted transfer from PixelAdmin by submitting written documentation from an authorized signatory (CVR extract or power of attorney) to billing@pixeladmin.com; PixelAdmin completes the transfer within 5 business days of receiving sufficient documentation.

**PixelAdmin's Termination for Convenience.**PixelAdmin may terminate a brand subscription for convenience with 60 days' written notice and, in such cases, will refund unused prepaid fees pro rata for the period following the effective date of termination. PixelAdmin does not exercise this right routinely but reserves the right in the event of strategic product changes or the phase-out of tier levels.

14. Right of Withdrawal and B2B Exemption

PixelAdmin is sold exclusively on a business-to-business (B2B) basis to companies, organizations, and public authorities. Business subscribers are not considered consumers under the Danish Consumer Contracts Act and therefore do not have a 14-day right of withdrawal.

In specific cases - e.g., sole proprietorships without a valid company registration or VAT number using the service for non-commercial purposes - a subscriber might be classified as a consumer under Danish law. To ensure clarity, PixelAdmin implements the following measures during signup:

• Company registration/VAT number field is mandatory when signing up for paid subscriptions; registration is blocked without a valid number.
• Explicit B2B confirmation: The Subscriber actively confirms that the subscription is entered into for business purposes, including sole proprietorships.
• To the extent the subscriber may nonetheless be considered a consumer, the Subscriber provides their express prior consent, pursuant to Section 18(2)(13) of the Danish Consumer Contracts Act, for the delivery of the digital service to begin immediately upon entering the agreement, acknowledging that the right of withdrawal is thereby forfeited. A confirmation of this consent is sent via email.

In the event of erroneous charges—such as double billing, miscalculated proration, or accidental renewal following a timely cancellation—PixelAdmin will refund the mistakenly charged amount within 14 days of receiving a claim at billing@pixeladmin.com.

15. Service Credits and SLA

Service credits for downtime or missed uptime targets are exclusively offered on the Enterprise subscription. Detailed uptime targets, measurement rules, and credit calculations can be found in our Service Level Agreement.

For Free, Pro, and Business tiers, there is no contractual uptime guarantee and no service credits are offered. However, we strive for high availability and publish system status and incidents on our status page.

Exclusive remedy. Service credits constitute the Subscriber's sole and exclusive financial remedy for downtime and failure to meet uptime targets within the scope of the SLA. They cannot be combined with damages, price reductions, or other compensation for the same issue. Service credits do not affect the Subscriber's right to terminate the agreement in the event of a material breach, cf. the SaaS Subscription Agreement.

16. Non-Payment and Default

If a scheduled payment attempt fails—e.g., due to a declined card, insufficient funds, an expired card, failed 3D Secure authentication, a failed SEPA mandate, or a chargeback—PixelAdmin initiates an automated dunning sequence using Stripe's Smart Retries logic. The sequence combines adaptive payment retries with written reminders sent to the Brand Administrator's billing email and access restrictions within the platform.

Escalation steps. The standard dunning sequence typically proceeds as follows, starting from the first failed payment attempt ("D+0"):

• D+0: First payment attempt fails. PixelAdmin sends payment reminder #1 with a direct link to update the payment method and complete any required SCA authentication. Platform access remains fully active ("warning").
• D+3: Stripe Smart Retries automatically attempts to collect payment. Reminder #2 is sent if the failure persists; full access continues.
• D+7: Second automatic payment retry. If the failure persists, the grace period expires and the platform transitions to read-only mode: write operations, AI generation, and uploads are suspended, while reading, downloading, and data export remain available.
• D+14: Third and final automatic payment retry. Reminder #3 is sent as a formal notice of termination, including information on default interest, cf. Section 6.
• D+30: Read-only period expires. Access is fully suspended (login blocked), but data is retained for an additional 7 days.
• D+37: Subscription is terminated by PixelAdmin due to material breach. The export and recovery periods in Section 13 apply, and the outstanding balance remains enforceable and subject to debt collection or legal action.

The exact time intervals of the sequence may be tuned by PixelAdmin and the payment processor to optimize success rates, but never such that total access is terminated before D+30 without at least three reminders. The Subscriber can halt the sequence at any time by updating their payment method and settling the outstanding balance in the Customer Portal.

Chargebacks. The Subscriber must contact billing@pixeladmin.com to seek an amicable resolution before initiating a chargeback or dispute with the issuer. Chargebacks deemed unjustified by PixelAdmin may result in the rebilling of the original amount, plus any fees imposed on PixelAdmin by the payment processor in the specific case. Repeated unjustified chargebacks (more than two within 12 months) are considered a material breach and may lead to immediate termination without a grace period.

17. Discounts and Promo Codes

PixelAdmin may occasionally offer promo codes, partner discounts, or introductory pricing. Each discount code comes with a fixed validity period, a potential maximum duration of use (e.g., the first 3 months), and conditions specified at redemption. Discounts cannot be combined unless explicitly stated otherwise.

When a discount period expires, the subscription automatically reverts to the current list price at the next Renewal Date; this expiration is communicated in accordance with sections 7 and 12.

Multi-year discounts. For Enterprise subscriptions, PixelAdmin may offer a multi-year discount (typically 5–15% on top of the annual discount) in exchange for a fixed commitment period of 24 or 36 months. The discount, commitment period, any price locks, and termination terms are explicitly stated in the Order Form. However, indexation, statutory tax changes, and extraordinary force majeure adjustments may still apply, cf. Sections 12 and 21. Brand tier subscriptions (Free, Pro, Business) are not offered with multi-year commitments and can always be terminated as described in Section 13.

Misuse of discount codes - including creating multiple accounts to redeem the same code multiple times or using a code in violation of its terms - may result in cancellation of the discount and termination of the subscription.

18. Invoicing and Record Keeping

Invoices are sent as PDFs to the Subscriber's billing email and can also be downloaded from the Customer Portal. For public institutions and businesses that require it, we offer electronic invoicing via EAN/Peppol by agreement on the Enterprise plan.

PixelAdmin retains invoices and associated accounting records for at least 5 years from the end of the financial year they relate to, in accordance with the Danish Bookkeeping Act (Act No. 700 of May 24, 2022). Records are stored digitally on servers located within the EU/EEA, and PixelAdmin ensures they remain readable, authentic, and unaltered throughout the retention period, including an audit trail that documents the transaction flow and any corrections. PixelAdmin's digital accounting system complies with the requirements of Sections 15–16 of the Bookkeeping Act regarding digital bookkeeping.

The Subscriber is responsible for maintaining corresponding bookkeeping and storage within their own organization. The Subscriber can download past invoices from the Customer Portal at any time.

19. Payment Processor

Payments are processed via Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland ("Stripe"), acting as PixelAdmin's primary payment processor for card, SEPA Direct Debit, Apple Pay, and Google Pay transactions. Stripe is an Irish legal entity regulated by the Central Bank of Ireland as an authorized e-money institution. Stripe acts as an independent data controller for payment information collected directly within Stripe's checkout forms (card data, SEPA mandates, biometric SCA elements, etc.), and as a data processor for PixelAdmin regarding billing metadata, subscription IDs, and contact information transferred from PixelAdmin's systems.

Stripe Services Agreement. Upon the first payment, the Subscriber also enters into a separate agreement with Stripe under the Stripe Services Agreement (Europe), available at stripe.com/legal/ssa, which governs Stripe's terms for payment processing, sanctions screening, and fraud prevention directly with the Subscriber. The Subscriber agrees to comply with Stripe's rules relating to prohibited activities, restricted businesses, and card scheme rules (Visa Core Rules, Mastercard Operating Regulations, etc.). PixelAdmin is not a party to this separate agreement and cannot manage the Subscriber's payment relationship with Stripe.

Sub-processor status and DPA. Stripe is listed as an approved sub-processor in Exhibit B to PixelAdmin's Data Processing Agreements (DPA and Brand DPA), and the transfer of personal data to Stripe occurs under Stripe's own DPA and the EU Commission's Standard Contractual Clauses (SCCs) where necessary to ensure a lawful basis for third-country transfers. Stripe's DPA is available at stripe.com/legal/dpa. Any future change in payment processor or addition of a secondary payment processor will be notified in accordance with the DPA's rules on sub-processors, and the Subscriber holds the objection rights described in the DPA.

PCI-DSS and card data. PixelAdmin does not store full card data or PANs on its own systems. Card information is stored and tokenized by Stripe in compliance with PCI-DSS Level 1, and PixelAdmin's own integration follows the SAQ A level (card data is entered solely via Stripe's hosted elements or iframes). This means that PixelAdmin has no access to the underlying card numbers and only uses Stripe's payment method tokens to process renewals, refunds, and payment method updates.

20. Tax Matters

PixelAdmin is established in Denmark and is VAT registered with the Danish Tax Agency. For cross-border sales within the EU, we apply the reverse charge mechanism for VAT-registered corporate customers, cf. Section 5. PixelAdmin may register for the EU's One Stop Shop (OSS) for electronically supplied services if required by sales to non-VAT registered recipients in other EU countries, and will update its VAT handling accordingly if this occurs.

Indirect taxes outside the EU. For sales to the US, we reserve the right to collect relevant US sales tax in states where PixelAdmin has or establishes an economic or physical nexus, and to issue corresponding W-9 or 1099 forms where required. Similarly, UK VAT, Swiss VAT, GST in Australia/Singapore, etc., may be collected where PixelAdmin is required to register. If PixelAdmin is not registered in the Subscriber's jurisdiction, it is the Subscriber's own responsibility to settle any reverse charge or import VAT obligations in their home country.

OECD Pillar Two / global minimum tax. PixelAdmin is a small Danish enterprise and, as of this version of the Terms, is significantly below the global revenue threshold of EUR 750 million in consolidated group revenue that triggers top-up taxation under the OECD's Pillar Two rules (BEPS 2.0) and the Danish act on minimum taxation of certain corporate groups. The Pillar Two rules therefore do not apply to PixelAdmin and will not trigger price or invoice changes for the Subscriber.

The Subscriber is responsible for accurately reporting reverse charge transactions on their own VAT return, for providing correct tax information, and for timely notification of any changes to their registration status, permanent establishment, and place of supply. Any demands from authorities, fines, or retrospective collections resulting from incorrect information are the responsibility of the Subscriber, and PixelAdmin is indemnified against any such claims. Withholding taxes are handled in accordance with Section 5 (gross-up provision).

21. Force Majeure

Neither PixelAdmin nor the Subscriber is liable for delays or non-performance caused by force majeure events, i.e., extraordinary circumstances beyond the party's reasonable control, including war, acts of terrorism, natural disasters, pandemics, extensive internet outages, power failures, government intervention, general labor disputes, and attacks on cloud providers.

The affected party must notify the other party without undue delay and mitigate the effects of the event. If force majeure lasts longer than 30 consecutive days, the unaffected party may terminate the subscription with immediate effect, and PixelAdmin will, in such cases, refund unused prepaid fees for the period following the occurrence of the event.

22. Changes to These Terms

PixelAdmin may amend these Terms with 30 days' written notice. Changes take effect on the next Renewal Date following the expiration of the notice period. However, minor clarifications, phrasing adjustments, and changes required by law may take effect immediately.

If the Subscriber does not wish to accept material changes that are disadvantageous to the Subscriber, the Subscriber has the right to terminate the subscription effective from the effective date of the change. Continued use after the effective date is considered acceptance.

The currently applicable version of the Terms is available on this page, indicating the "Last updated" date. Prior versions can be provided upon written request.

Survival. The following provisions shall survive the termination, cancellation, or expiration of the subscription for as long as necessary to enforce them: Section 6 (outstanding payments and default interest), Section 13 (export, recovery, and transfer of account ownership), Section 14 (B2B exception), Section 15 (exclusivity of service credits), Section 16 (chargebacks), Section 18 (5-year record retention), Section 19 (Stripe and PCI scope), Section 20 (tax liability distribution), and Section 23 (governing law and jurisdiction). Similarly, those provisions in the SaaS Subscription Agreement and DPAs that by their nature should remain in effect will survive.

Severability and no assignment. If a provision in these Terms is found to be invalid or unenforceable, this will not affect the validity of the remaining provisions, and the parties will negotiate in good faith to find a replacement provision that reflects the original intent as closely as possible. These Terms, along with the other agreement documents mentioned in Section 3, constitute the entire agreement between the parties regarding the commercial aspects of the subscription and supersede all prior written and verbal correspondence on the same subject. The Subscriber may not assign their rights or obligations under these Terms without PixelAdmin's prior written consent, except that internal reorganization, mergers, or corporate transfers to an affiliated entity only require written notice to PixelAdmin.

23. Governing Law and Jurisdiction

These Terms are governed by Danish law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

Dispute escalation steps. Any dispute arising in connection with these Terms shall first be sought resolved amicably through direct negotiation between the parties' operational contacts within 30 days. If unsuccessful, the parties will escalate the dispute in writing to the executive level (CFO/COO or equivalent) for an additional 30 days. If agreement still cannot be reached, the parties may jointly request mediation with the Danish Institute of Arbitration (Mediationsinstituttet) in Copenhagen according to its applicable rules. Mediation is voluntary and requires the consent of both parties; it does not preclude the right to bring the case before the courts.

If the dispute is not resolved through negotiation or mediation, it shall be settled by the Copenhagen City Court as the court of first instance, unless mandatory venue rules dictate otherwise. PixelAdmin has deliberately opted out of arbitration as the default dispute resolution mechanism for non-US subscribers because the regular Danish courts offer effective, transparent, and affordable access to justice. However, PixelAdmin may always bring a payment claim directly to the enforcement court (fogedretten) or file suit at the Subscriber's home venue. For US-based subscribers, please refer to the specific dispute resolution provisions in the current SaaS Agreement.

Exclusion of consumer complaints boards. Since subscriptions are exclusively B2B—conditional upon a valid VAT number at sign-up—the Danish Consumer Complaints Board (Forbrugerklagenævnet), the Center for Complaint Resolution, and the EU's Online Dispute Resolution (ODR) platform do not have jurisdiction to hear disputes regarding these Terms. Any exceptional cases where a subscriber might be qualified as a consumer are handled in accordance with Section 14.

24. Contact and Billing Inquiries

Questions regarding billing, payments, credit notes, or other commercial matters should be directed to:

• Invoicing: billing@pixeladmin.com
• Sales and upgrades: sales@pixeladmin.com
• General support: support@pixeladmin.com
• Postal address: PixelAdmin ApS, Falkoner Allé 90, 2000 Frederiksberg, Denmark. CVR-nr. 45447588.

Complaints regarding billing must be submitted in writing within 30 days of the invoice date. Later complaints may be rejected as invalid.

Customer reference and opt-out. PixelAdmin may refer to the Subscriber's name and logo on its website, in presentations, and in pitch materials as a reference customer, provided the reference is factual and does not contain confidential information. The Subscriber can opt out of this usage at any time by sending written notice to marketing@pixeladmin.com, after which the references will be removed within a reasonable timeframe (typically 30 days). References in financial reporting, due diligence, or mandatory registries required by law are not subject to opt-out.