Subscription terms for SolutionWeb SAAS

Version 2.1.1 dated 23 / 3-2022

The Customer, who agrees to these Subscription Terms and SolutionWeb ApS, CVR no: 32934471 ( The Supplier), enters into an agreement on the Customer’s access to and use of the Service (the Subscription) which is an online based standard service that is accessed via an Internet browser or a mobile app.

The conclusion of the Subscription is conditional on the Customer and the Supplier having entered into an agreement .

The conclusion of Subscriptions is also conditional on the Customer simultaneously agreeing to the Supplier’s Data Processing Terms for the Service, which then becomes an integral part of these Subscription Terms.

These Subscription Terms contain the general subscription terms that apply to the use of SolutionWeb SAAS (also referred to as the “Service”). The agreement contains further regulation on price, supplementary services, etc.

Entry into force and duration

The Subscription shall take effect on the date of signature of both Parties, unless the other date of entry into force of the Subscription is specified in the Agreement.

The subscription is then valid until the subscription expires in accordance with the agreed termination rules or one of the parties may terminate the agreement (the subscription period).

Termination of the Subscription

The subscription can be terminated at the end of a calendar month, until the end of a calendar month. At the end of a calendar year, until the end of a calendar year. At the end of a payment period specified in the Agreement between the parties, until the end of a payment period stipulated in the Agreement. With 3 months notice from the Customer, and with 30 days notice from the Supplier.

The customer’s termination must be made via e-mail to the company’s provided contact information. Contact information is given below under the item Supplier’s (contact information).

If the Supplier terminates the Subscription, the termination will be sent to the e-mail address that the Customer has stated in the Service under contact information or that is stated in the Agreement.

The agreement may contain a Minimum Binding Period. Where such a Minimum Binding Period has been agreed, the Subscription may not be terminated until after the expiry of the binding period, and in the event of termination thereafter, the general notice of termination applies.

Access to use

With the conclusion of the Subscription, the Customer receives access to the Service during the Subscription Period. The right of use includes that the Customer may use the Service in its own internal business operations for the CVR number or numbers specified in the Agreement.

The customer is granted a super user access and can create and close additional users on an ongoing basis.

Assigned login details must not be passed on.

The Customer may create an unlimited number of users in the Service or a certain number of users. The Customer may create a maximum of the number of users in the Service specified in the Agreement.

The customer pays a subscription fee for the actual number of users created, in accordance with what is stated in the Agreement. Where the Customer has subscribed for a Minimum Number of Users, the Customer will be invoiced as a minimum for this number of users, regardless of the number of actually created users.

The customer pays a subscription fee in accordance with what is stated in the Agreement.

Invoicing of the Customer takes place monthly, quarterly, annually with the frequency specified in the Agreement.

Created users that exceed an agreed Minimum Number of Users will be invoiced at the next settlement from the month of creation.

The right to use the Service applies only to the Customer and its employees as well as such external persons who provide services to the Customer, and where access to the Service is natural as part of being able to provide these services.

In this connection, the customer guarantees the employees ‘and third parties’ respect for the Subscription Terms.

Intellectual property rights The Supplier has all intellectual property rights to the Service and the underlying software developed or prepared by or for the Service, including code, documentation, user manuals and any training material, etc. This applies to both current and future editions of such material.

The customer is not transferred any intellectual property rights, but only obtains a non-exclusive, time-limited and conditional right of use with the content, and on the terms specified in these Subscription Terms and in the parties’ Agreement in general.

The Supplier’s change of the Service

The Supplier is entitled to continuously make updates and changes to the Service, including also the contained functionality, appearance and processes, which may affect the Customer’s use and value of the Subscription. Such changes may occur without the issuance of prior notice and may affect the Customer’s use of the Service.

Changes to the Service are not considered a change to the Subscription Terms themselves. Support is fully or partially included in the subscription, or for a separate payment

Support

The Customer may use the Service Support as part of its Subscription. Support can be contacted by the Customer’s super user, all the Customer’s users within the Supplier’s normal opening hours. The support service includes immediate technical problem assistance, which can be resolved by telephone or by e-mail correspondence. Further description of the support service may be included in the Agreement. Additional support that is not covered by the Subscription is provided in accordance with the Supplier’s (Terms) and is settled separately.

Customer data

The Customer has all rights to its own data, which the Customer loads into the Service through use or manually. The Supplier only processes the Customer’s data according to its instructions and thus not for its own purposes, and the Supplier has no right of retention in the Customer’s data.

Data which the Supplier generates, or which the Service automatically generates in connection with the use of the Service, including the Customer’s use or monitoring of the use of the Service, the Supplier may only use to carry out the Service to the Customer. The Supplier also anonymises selected data for the Customer, and the Customer agrees that anonymised data is passed on to the Supplier for use in e.g. statistically, to improve the Service, etc.

Availability and performance of the Service

The Supplier strives for the Service to have a high level of operational stability, but is not responsible for breakdowns or operational disruptions, caused by factors beyond the Supplier’s control. This can i.a. include power outages, equipment failures, Internet connections, telecommunications connections or the like. Via an internet browser or via an app

Changes to terms in Google Play and / or the Apple App Store that result in the Supplier’s mobile apps becoming unavailable for a period of time are also considered a matter beyond the Supplier’s control.

In the event of a breakdown or malfunction, the Supplier strives to restore normal operation as soon as possible.

The Supplier will carry out service windows for the purpose of ongoing maintenance and updating of the Service, and the Service may in such periods be completely or partially unavailable to the Customer. The Supplier strives to place planned service windows at times when the Supplier expects that downtime will generally be to the least possible inconvenience to Customers. However, service in connection with operational or safety reasons, which are considered to be of an urgent nature, is always carried out as soon as possible.

The service’s stability and performance (performance) may depend on the Customer’s equipment, signal strength for devices’ data transmission, Internet connection, etc. The Supplier is not responsible for any instability in the Service or performance due to such conditions, and the Customer is aware that the only way to remedy such conditions is by the Customer upgrading equipment or communication lines.

Prices and payment terms

For the Subscription and for the use of the Service, the Customer pays remuneration (subscription fee) in accordance with the prices stated in the Agreement. The customer pays separately for support if support is not included in the subscription.

All stated prices are excl. VAT.

Unless otherwise stated in the Agreement, the Supplier may change the subscription fee and other prices with a notice of 3 months by sending notification to the Customer, at the e-mail address provided by the Customer in the Service under contact information or specified in the Agreement. Changes in prices and Subscription Fee are not considered a change in the Subscription Terms themselves.

The first invoicing period runs from the effective date of the Subscription, cf. the item “Effective and duration” above and for one month. To the end of the first quarter. For a year. For the period specified in the Agreement. Thereafter, the Customer is invoiced monthly in advance. quarterly in advance. Annually in advance. With the frequency specified in the Agreement.

Invoices are due for payment 30 days after the invoice date, unless otherwise agreed.

In the event of non-payment or late payment, the Supplier may, with a notice of 14 days and without liability, suspend access to the Service until agreed and overdue payment has been received.

In the event of late payment, the Contractor is entitled to charge interest from the due date until the amount has been paid to the Contractor, cf. also below under the item Customer’s default .

Transfer of the Subscription

The Customer may not transfer, transfer, share or otherwise make its Subscription on the Service available to third parties, just as the Customer may not transfer any rights or obligations under the Subscription or the associated Agreement to third parties, without the Supplier’s prior consent.

Notwithstanding the above, the Customer may, however, transfer its Subscription and associated rights and obligations to any company owned by the Customer with at least 50% of the shares, or to a company that owns the Customer with at least 50% of the shares.

The Supplier may transfer the contractual relationship with the Customer to a third party, without the Customer’s prior consent.

Processing of personal data

When the Customer uses the Service, the Supplier is left to process personal information on behalf of the Customer. The Supplier is thus for the Customer.

All processing of personal data for the Customer takes place on the Supplier ‘s Data Processing Terms for the Service, which constitute the parties’ data processing agreement for the processing of personal data entrusted by the Customer, and which the Supplier has undertaken as part of the provision of the Service and any additional services.

The data processing terms are accepted by the Customer as a prerequisite for the Subscription and then form an integral part of the Subscription Terms.

Subcontractors

The Supplier uses subcontractors to fulfill its obligations under the Subscription with the Customer. Where the subcontractors are left to process personal data, the regulation in the section “Processing of personal data” above applies .

Confidentiality and discretion

The Supplier’s staff observes silence to the usual extent with regard to information concerning the Customer’s matters which is not generally known, and the Supplier imposes, to the extent necessary, the subcontractors and others who assist with the delivery to the Customer, a similar obligation.

The Supplier may only authorize persons for whom it is necessary to have access to the Customer’s information in order to fulfill the Supplier’s obligations to the Customer. The supplier must continuously assess authorizations and close accesses when authorizations expire or expire.

Customer’s responsibility for user access

The Customer is responsible for the Customer’s own use of the Service as well as for any use that occurs with the Customer’s assigned and created user accesses.

The Customer must keep user access confidential and take the necessary security measures against the Customer compromising such user access.

The customer’s other obligations

The Customer must ensure that the Service is not used in a way that could damage the Supplier’s name, reputation or goodwill, or in a way that is contrary to relevant legislation or other regulations. Violation of this is always considered a material breach.

Changes to the Subscription Terms

Unless otherwise agreed in the Agreement, the Supplier may change the Subscription Terms with 30 days’ notice by sending the changed Subscription Terms by e-mail to the Customer’s contact person. The current version of the Subscription Terms is also available on the Supplier’s website stra.com

If the Customer does not wish to accept the notified changes, the Customer may terminate his Subscription with the agreed notice. In addition, the customer has no powers as a result of changes to the Subscription Terms.

The Customer expressly accepts that use of the Service after a change in the Subscription Terms takes effect, constitutes an acceptance by the Customer of such changed terms. It is the Customer’s obligation to keep up to date on changes.

Supplier’s default and liability

The service is delivered as a standardized service as it is and exists and without special guarantees.

The Customer hereby agrees that there may be minor errors and inconveniences in the Service that do not significantly affect the use of the Service. The Supplier does not guarantee that such conditions will be remedied, and any remediation will in any case most often be left to an update of the Service. The customer agrees that such minor errors can not be considered a breach.

For significant errors in the Service, the Customer agrees that the Supplier will remedy such within a reasonable time. If the Supplier does not remedy the situation, and the Customer’s use of the Service is affected to a non-negligible degree as a result, the Customer has the right to terminate his Subscription without notice. In such cases, the customer is entitled to a refund of a proportionate part of a prepaid Subscription Fee, corresponding to the part of the Subscription Fee that is set aside to cover the period after the termination date. The Customer may not assert other default rights in connection with defects, and the Customer is thus barred from claiming compensation of any kind, including compensation for direct loss, consequential damages or other indirect damage.

The Supplier is liable to the Customer for errors and omissions in services covered by the Subscription in accordance with the general rules of Danish law, with the limitations contained in these Subscription Terms.

The customer must complain about defects as soon as these are or should have been established. The absolute complaint period for liability for defects is 30 days after the defect is or should have been established. Thereafter, the right of complaint lapses.

If the Supplier exceeds an agreed delivery deadline of more than 30 working days and if the delay actually has a significant effect on the Customer, the Customer is entitled to terminate his Subscription without notice. In such cases, the customer is entitled to a refund of a proportionate part of a prepaid Subscription Fee, corresponding to the part of the Subscription Fee that is set aside to cover the period after the termination date. The customer can not claim other default rights in connection with the delay that has occurred, and is thus barred from claiming compensation of any kind, including compensation for direct loss, consequential damages or other indirect damage.

The Supplier is not responsible for the Customer’s use of the Service and for understandings, perceptions or losses that arise with the Customer as a result of the use.

The Supplier’s liability in all cases only covers the Customer’s direct losses, whereas indirect losses and consequential damages, which i.a. operating losses, increased operating expenses, lost savings, lost profits or loss of data and expenses related to re-establishment, are never reimbursed.

The Supplier is only obliged to compensate the Customer’s financial loss, which is a consequence of a material breach of the Supplier’s deliveries, with the compensation exemptions stated above.

The Supplier’s total liability is in all cases limited in amount to the amount that the Supplier has received in payment under the Subscription for the 3 months immediately preceding the liability.

Product liability

Supplier is responsible for product damage caused by the Supplier ‘s deliveries and software in accordance with the mandatory legislation in force at any time. In addition , the Supplier assumes no product liability.

Supplier ‘s liability in connection with product damage is also subject to the amount limitation stated above under the item The Supplier ‘s default and liability where this is not contrary to prescriptive law.

Customer default

If the Customer materially breaches its obligations under the Subscription Agreement, the Supplier is entitled to terminate the agreement on the Subscription and associated agreements without a separate demand for remedy, and to demand compensation in accordance with the general rules of Danish law.

If an invoice is not paid on time, the Customer’s access to the Service is suspended until payment has been received in accordance with the regulation under the item Prices and payment terms above. In that case, the Supplier will continue to be entitled to payment of the Subscription Fee during the suspension period.

If the Customer has not paid outstanding amounts that are due for payment within a notified period in the 2nd payment reminder, this is considered a material default, which entitles the Supplier to cancel the Subscription.

Force majeure

The Supplier ‘s obligations under the Subscription are deferred by force majeure, which means matters beyond the Supplier ‘s immediate control, including, but not limited to, war, riots, terror, insurrection, strike, arson, natural disasters, currency restrictions, import or export restrictions, interruption of or failure of the energy supply, public data systems and communication systems, viruses, cyber terror, hacker attacks and the occurrence of force majeure with the subcontractors, and which the Supplier should not have taken into account at the conclusion of the agreement.

For other conditions with the Supplier or subcontractors used, which means that the Supplier is not able to fulfill its obligations to the Customer, and which can not be overcome without disproportionate costs for the Supplier is also considered force majeure.

Use of the Customer as a reference

Supplier may include the Customer on its reference list and as a reference on the Supplier ‘s website and may include the Customer with the company name and logo. In addition, the Supplier may not use the Customer’s name or logo for marketing purposes without a separate agreement.

Disputes

The agreement is subject to Danish law, and any disputes that cannot be resolved amicably must be settled in Denmark in accordance with Danish law at the Court in Copenhagen . However, the Code of Judicial Procedure’s referral rules to the High Court and the Maritime and Commercial Court must continue to apply.

supplier s contact details

The Customer’s inquiries to the Supplier regarding the Subscription must be forwarded to:

SolutionWeb ApS

Grusbakken 18

2820 Gentofte

support@stra.com

Tel. 70 200 365

In the event of termination of the Subscription, termination must be sent to support@stra.com