1.1
These Terms and Conditions govern the provisions of the services (the "Services") by Formalize ApS (thereinafter the "Provider") to the Customer indicated therein (hereinafter the "Customer").
1.2 The Provider offers the following Services:
The Client shall have the right to access and use only those Services explicitly stated in the applicable Quote, subject to the Terms and Conditions of this Agreement.
1.3
The Quote, in its current form and without requiring a signature from the Provider, shall constitute a unilateral, binding offer made by the Provider, which together with any legal terms reference therein constitute the agreement (hereinafter the "Agreement") between the Provider and the Customer. In case of any discrepancies between the Quote and these Terms and Conditions, the terms of the Quote will take precedence.
2.1
The System enables the Customer to manage their compliance processes and insights. The Provider hereby grants the Customer the right to use the System based on these Terms and Conditions. The services shall be deemed to have commenced upon the Provider's initial communication initiating the onboarding process. The right of usage is restricted to the Customer's Users, these are individuals who operate under the direction from the Customer, either governed by an employment agreement, as employees, or engaged as independent contractors, freelancers, or through other similar contractual arrangements, where the Customer is responsible for their actions.
2.2
The Customer may access the rest of Services from the System, such as the Content Packages. The Customer acknowledges that the Content Packages provided are generic and must be adapted to meet the Customer's specific needs and requirements in terms of compliance with the relevant legislations.
2.3
The Provider shall not be responsible for any issues, losses, or damages arising from the Customer's use of the Content Packages, the System as-is or its adaptation. The Customer assumes full responsibility for any modifications, customisations, or adaptations made to the System configuration or the Content Packages.
2.4
The Provider, to the best of its ability, will assist the Customer to achieve their specific needs from time to time considering the Services specifications, design and functionalities. The Customer acknowledges that it is their responsibility to ensure that the System and Content Packages are suitable for their intended use.
3.1
The System is available online and access to the System may be established by usage of most available browsers.
4.1
All rights to the use of the Services granted under this Agreement are non-exclusive and non-transferable. Accordingly, unless expressly permitted in writing by the Provider, the Customer may not distribute, sublicense, rent, lease, lend, resell or transfer its right of usage of the System, in whole or in part.
4.2
The Customer shall, at all times, act with due care and lawfully towards third parties rights, particularly by respecting their intellectual property rights and their personal data, by refraining from disseminating information in a manner that is contrary to the law, and/or granting unauthorized access to the System.
4.3
The Customer may use the Services only in accordance with these Terms and Conditions, and the Customer may particularly not reverse engineer, decompile or disassemble the System, or attempt to do so, work around any technical limitations in the System or against restrictions in System documentation.
4.4
The Provider reserves its rights to verify compliance with clause 4 at any time and suspend the Customer's access to the System if there is a breach of clause 4. The Provider is further entitled to suspend the Customer's access to the System if the Customer fails to pay its subscription after first reminder of late payment.
5.1
The Provider may change the content or scope of the Services. If the Provider wishes to implement major changes that may result in a change in the Customer's current procedures, the Provider will inform the Customer as soon as possible and no later than one (1) month prior to the implementation of such changes. Regardless of clause 15.2, the Customer is entitled to terminate the Agreement upon full implementation of the change and to receive a reimbursement for the remaining duration of the paid license fee for the Term.
5.2
The Customer may forward wishes to change the scope or content of the Services. The Provider is, however, not obliged to change the Services to accommodate the wishes of the Customer.
6.1
The Customer shall pay the agreed prices set out in the Quote. The prices can be adjusted annually in accordance with applicable prices as set out in the Quote. The adjustment of prices may, however, not exceed 10 per cent.
6.2
The payment is made for a Term, cf. clause 15 The payment for the Services will be invoiced annually prior to the commencement of a Term, however, the first Term is invoiced upon the signature of the Agreement.
6.3
Payments shall be made no later than 14 days following the Customer's receipt of invoice from the Provider. In case of late payment, the Provider may apply interest on the outstanding amount. Unless otherwise agreed, the interest rate shall be 8% above the European Central Bank (ECB) reference rate, as set in accordance with the Late Payment Directive (2011/7/EU). Interest will be calculated on a monthly basis on the outstanding balance until full payment is received.
6.4
In the event that the Customer requires the Provider to sign a Purchase Order ('PO'), the PO shall be for administrative purposes only and shall not amend, modify, or supersede any terms or conditions set forth in this Agreement.
7.1
The Provider endeavours that the System is available all times. However, the System may be unavailable due to preventive, corrective or adaptive maintenance or other forms of service announced by the Provider in advance and due to other circumstances beyond the Provider's control. The Provider will endeavor to notify the Customer in advance about any circumstances that may affect the availability of the System.
7.2
The Provider shall during the Term of the Agreement, provide technical support pertaining to the System. The support may be supplied by e-mail or telephone within the Provider's ordinary working hours. Requests for support shall be handled within reasonable time. However, the Provider does not warrant any particular response time. Any specific agreement on response time must be made in writing and shall be annexed as an appendix to the Agreement or these Terms and Conditions.
7.3
If the Customer requires additional maintenance, extended support coverage, or specific service level commitments, including guaranteed response times, the parties may agree on such terms separately in writing. Any such agreement shall be set out in a Service Level Agreement (SLA) or another written document, which shall be annexed as an appendix to the Agreement or these Terms and Conditions.
8.1
The Provider makes backup of the Customer's data in its possession. The backup shall be retained with due care and in accordance with the prevailing organizational and technical security of the Provider, and the Provider shall keep the backup copy for at least three months. All copies of the Customer's data shall be deleted no later than three months after the termination of the Agreement.
9.1
The Customer acknowledges that it does not have any ownership or other rights in or to the Services except as a right to use and access to the Services. The Provider and its licensors own and retain all rights, title and interest in and to all of its intellectual property of any kind, including in and to all inventions (whether patented or not), copyrights and works of authorship (whether subject to a copyright registration or not), software applications, routines, source and object code, algorithms, APIs, processes and workflows, and improvements, enhancements, derivations or modification of any of the foregoing that were or are developed by the Provider in connection with the Services.
9.2
The Customer's data, derivative works and allowed configurations done to the System by the Customer are the property of the Customer (''Customer's IP''), and the Provider is not permitted to copy or delete the Customer's data without instructions from the Customer, notwithstanding the provisions set forth in the clauses 8 and 16 on deletion and backup. The Provider is, however, entitled to use anonymised data including, but not limited to, amount of cases, case categories and amount of users in the system, for statistical or research purposes in order to enhance the performance of the System.
9.3
The Customer represents that it has legal rights to all its data and all materials uploaded by the Customer on the System (as the case may be) and that no Customer data infringes rights of third parties.
9.4
The Customer grants to the Provider the right to use the Customer logo in marketing, sales, financial, and public relations materials and other communications solely to identify the Customer as a customer.
10.1
The Provider processes personal data on behalf of the Customer, and the Parties have agreed to a data processing agreement pertaining to the Provider's processing of personal data on behalf the Customer. The parties maintain that the Provider is the "processor" and the Customer is the "controller" within the meaning of the Regulation (EU) 2016/679 (General Data Protection Regulation).
11.1
To the extent authorized by the law, the parties may wish, from time to time, in connection with work contemplated under this Agreement, to disclose confidential information to each other ("Confidential Information"). Each party (Recipient or Discloser) will use reasonable efforts to prevent the disclosure of any of the other party's Confidential Information to third parties provided that this obligation shall not apply to information that:
11.2
In the event Confidential Information is required to be disclosed to a public authority or court of law pursuant to a mandatory rule of law, always provided that such disclosure is made only to the extent required and that the recipient gives sufficient prior notice to the Discloser to allow the Discloser to oppose such disclosure and to obtain injunctive relief, if appropriate.
11.3
For the avoidance of doubt, any Confidential Information pertaining to activities handled by or in the System must be kept in full confidentiality indefinitely. With regard to Personal Data, shall be managed pursuant to the Data Processing Agreement set out between the parties.
12.1
The purpose of the Services are described in clause 1. The Provider does not guarantee that the Services are free of errors and functions without interruption. However, the Provider shall continuously maintain the System and related Services and make its best efforts to fix errors in the System within reasonable time.
12.2
Other guarantees, representations and warranties are binding on the Provider only if agreed to specifically in writing.
13.1
All intellectual property rights to the System including documents, images, tools, videos and guides contained in the System are held exclusively by the Provider, its licensors or its suppliers.
13.2
The Provider indemnifies the Customer against any claim of a third party based on the allegation that the Services infringes third party rights. The Customer shall immediately inform the Provider in writing about the existence and content of a claim and leave the settlement of the claim, including any arrangements made in this regard, entirely to the Provider. This clause shall not apply to the Customer's IP.
13.3
The Customer shall collaborate with the Provider in the defence and any related settlement negotiations by providing the Provider with appropriate information and any assistance required for said defence or settlement. The Customer is entitled to reimbursement of legal cost in this context. In the event of an infringement claim, the Provider shall be entitled either to procure the Customer the right to continue using the Services, by bringing the infringement to an end, or terminate the Customer's right of usage to the Services with immediate effect and reimbursing the Customer its paid subscription fee deducting the part of the Term before the infringement was notified. The Customer has no further rights to compensation pertaining to infringement of third party rights.
14.1
The Provider's liability is limited to the Customer's direct losses. The Provider's liability for indirect loss, consequential loss, loss of profits, lost savings, reduced goodwill, loss due to business interruption, loss as a result of claims of the Customer's customers is excluded. The Provider's liability for destruction or loss of data is likewise excluded notwithstanding anything to the contrary as described in the Data Processing Agreement for Personal Data. The Provider's liability will be excluded in any case if the losses are caused by the Customer's misuse of the Services, willful misconduct or gross negligence.
14.2
The Provider's liability is limited to an amount equal to the subscription fee paid for one year (excluding VAT). The Customer must always report the loss and related evidence to the Provider in writing as soon as possible and no later than 3 months after the loss has occurred.
14.3
The limits of the Provider's liability in this clause 14 shall apply to the fullest extent permitted by applicable law. The exclusions and limitations referred to in clause 14.1 and 14.2 shall cease to apply if the loss is the result of willful misconduct or gross negligence on the part of the Provider.
15.1
The subscription term is twelve (12) months (hereinafter the "Term"), calculated from the date of the Customers acceptance of these Terms and Conditions. The Term shall automatically renew for successive 12-month periods unless either the Customer or the Provider provides prior written notice of termination in accordance with Clause 15.2 and 15.3.
15.2
Termination without cause: The Customer may terminate its subscription and right of usage to the System with a notice period of 30 days to the end of a Term, cf. clause 15.1. Notice of termination must be given in writing. The Provider may terminate the Customer's right of usage to the Services by providing at least 6 months notice priot to the end of a Term. In such a case, the Provider shall reimburse the Customer for any prepaid fees corresponding to the unused portion of the Term on a pro-rata basis and execute any exit plan agreed.
15.3
The Provider is further entitled to terminate the Customer's right of usage of the System, if the it is in material breach of its obligation under these Terms and Conditions, unless such material breach has been remedied within 30 days after receiving notification of a breach.
16.1
The Customer is entitled to receive its data on an accessible media format on expiry of the Term. Further, the Provider is obliged to delete the Customer's data, including personal data, no later than three (3) months following the expiry of the Term. The Provider is not entitled to payment for its services rendered to the Customer in connection with the expiry of the Customer's usage of the System. The Provider is, however, entitled to use anonymised data including, but not limited to, amount of processing activities, suppliers, tasks and amount of users in system, for statistical or research purposes in order to enhance the performance of the System, cf. clause 9.2.
17.1
The Agreement and these Terms and Conditions are governed by Danish law.
17.2
Any dispute arising out of or in connection with the Agreement and these Terms and Conditions, including any disputes regarding the existence, validity or termination thereof, shall be settled by the Danish courts. The venue shall be the venue of the Provider.
