License terms for Virkplan

1.1.  These License Terms (“LicenseTerms”) apply to any agreement regarding the provision of ongoing services(“Subscription”) by Virkplan ApS (“Licensor”) to any customer (“Customer”),unless explicitly deviated from in whole or in part by a written agreement between the Licensor and the Customer (“the Parties”). The License Terms apply to all Subscription agreements entered into between the Customer and theLicensor, regardless of which of the Licensor’s domain names the Customer has used to enter into the agreement.

1.2. The Licensor’s primary activities consist of Business Intelligence development, including data collection and data processing, as well as presentation via the customer portal Virkplan.

1.3. Special purchasing terms or specific requirements imposed by the Customer, as stated in the Customer’s purchasing conditions or similar documents, shall not be binding on the Licensor unless the Licensor has expressly accepted such terms in writing.

2.1. Agreements for the provision of one or more Subscriptions may be entered into either in writing or orally between the Parties, or through the Customer’s order via the Licensor’s website www.virkplan.dk or www.virkplan.com.

2.2. The Licensor’s offer and/or order confirmation sets out the specific terms regarding scope, price, and delivery of the Licensor’s services.

2.3. Any special terms, including the purchase of additional functionality to the services offered by the Licensor, may be agreed upon separately between the Parties.

2.4. The Subscription enters into force at the time agreed upon in the agreement, once the Customer has received confirmation at the email address provided by the Customer at the time of ordering.

2.5. The binding period for Subscriptions corresponds to the subscription period described in the agreement entered into between the Parties. Terminated Subscriptions expire at the end of the subscription period, provided that notice of termination has been received at least 7 days in advance, cf. clause 14.2 Subscriptions are invoiced in advance and are non-refundable upon termination.

2.6. Upon expiration of a subscription period, the Subscription is automatically renewed unless terminated in advance by either the Licensor or the Customer, cf. clause 14.

3.1. The services included in a Subscription comprise those specifically described therein (“the Licensed Material”).

3.2. During the subscription period, the Licensor is obligated to make the Licensed Material available to the Customer against payment of the agreed fee (cf. clause 7), as stated in the Licensor’s offer or order confirmation.

3.3. The Licensor is entitled to temporarily suspend access to the Licensed Material where required in order to service the Licensor’s systems, servers, or similar infrastructure.

4.1. The Licensed Material may only be used in a manner and for purposes that are customary and reasonably anticipated based on the nature of the Subscription. The Customer may not unduly burden the Licensed Material or the Licensor’s systems, servers, or similar infrastructure through its use.

4.2. Any use of the Licensed Material that is not in accordance with clause 4.1 requires prior consent from the Licensor, including but not limited to:

4.2.1. Use resulting in unforeseen or unusually high data traffic.

4.2.2. Use that otherwise places an unforeseen or unusual load on the Licensor’s systems, servers, or similar infrastructure.

4.3. Consent granted by the Licensor pursuant to clause 4.2 may be subject to additional fees beyond those otherwise agreed between the Parties.

5.1. The Licensor is entitled to amend the License Terms with 14 days’ notice, in which case the Customer is entitled to terminate the agreement with the same notice period.

5.2. The Licensor is entitled to modify technical installations where required for operational, data traffic, and/or other technical reasons.

6.1. The Licensor retains full copyright and ownership of any element or product created by the Licensor that is protected under copyright law, including software, graphical elements, images, and related documentation, regardless of whether such element or product has been created at the request of and/or paid for by the Customer or a third party.

6.2. If the Customer requests the development of special functionality, cf. clause 2.3, the Customer acknowledges that all intellectual property rights, including copyrights to such functionality, vest in the Licensor. The Licensor is entitled to make such functionality available (free of charge or against payment) to other customers without entitling the Customer to any reduction in its payment.

6.3. During the subscription period, the Customer is granted a non-transferable right to use the Licensed Material in accordance with these License Terms and other agreements entered into between the Parties. The Customer may not copy, sublicense, assign, or otherwise transfer the Licensed Material, in whole or in part, to any third party.

7.1. The Customer shall pay a license fee to the Licensor for use of the Licensed Material during the subscription period in accordance with the agreement between the Parties, as stated in the Licensor’s offer or order confirmation (“License Fee”). The Licensor is entitled to increase the Subscription price with one (1) month’s notice, in which case the Customer may terminate the Subscription with the same notice.

7.2. Work performed by the Licensor in connection with the purchase of special functionality, cf. clause 2.3, including development tasks, shall be invoiced as separately agreed between the Parties.

7.3. The License Fee is payable in advance at the beginning of each subscription period for the full subscription period.

7.4. The following items shall be invoiced at the end of the subscription period:

7.4.1. Usage-based charges, including charges for SMS usage, based on the Customer’s actual consumption.

7.4.2. Work performed as part of additional functionality purchased and completed during the subscription period, invoiced in accordance with the Parties’ agreement.

7.5. Unless otherwise agreed or stated on the invoice, payment is due 14 days net from the invoice date. If payment is made by card at the time of ordering, payment is due immediately upon access being granted.

7.6. Invoices are sent to the email address provided by the Customer upon entering into the Subscription agreement.

7.7. Overdue payments exceeding 7 days shall accrue interest without notice at a rate of 1.5% per commenced month, as well as reminder fees.

7.8. If payment is overdue by more than 30 days, the Licensor is entitled to terminate the agreement and block the Customer’s access to the Licensed Material, cf. clause 14.4.

7.9. The Customer is not entitled to withhold payment or offset amounts due, even if the Customer has a claim against the Licensor.

8.1. The Licensor does not offer payment via Betalingsservice (direct debit).

9.1. The Customer must immediately notify the Licensor of any change of address or email address.

9.2. The Customer must also notify the Licensor of any circumstances that may be relevant to the Subscription.

10.1. The Customer is solely responsible for the content of all information, files, etc. transmitted to or from the internet through the use of the Licensed Material, regardless of origin or location, and regardless of whether the Licensor has assisted in their preparation. The Licensor shall have no liability whatsoever in respect of the accuracy, legality, or appropriateness of such information, files, etc., regardless of where such information or files are stored or originate from.

10.2. The Customer agrees to indemnify the Licensor against any claims, fines, penalties, or similar arising from the Customer’s unlawful or culpable actions or omissions, including infringement of intellectual property rights.

11.1. All data owned by the Customer and added to the Licensor’s systems remains the property of the Customer.

12.1. Use of the Licensed Material is at the Customer’s own risk.

12.2. The Licensor shall only be liable for interruptions, delays, or reduced functionality where such issues are directly attributable to the Licensor’s willful misconduct or gross negligence. Temporary interruptions pursuant to clause 3.3 do not give rise to liability.

12.3. Any liability of the Licensor is limited to the License Fee paid by the Customer for the most recent subscription period.

12.4. The Licensor shall not be liable for indirect losses, including loss of profit, loss of data, business interruption, or consequential damages.

12.5. The Licensor assumes no liability for damage to the Customer’s or third party’s property or software, except as required by mandatory law.

13.1. In the event of war, riots, fire, explosion, accident, flooding, sabotage, shortage of fuel, energy, raw materials or containers, transportation difficulties beyond the Licensor’s control, labor disputes, strikes, lockouts, death or illness affecting key employees, compliance with applicable laws, rules or regulations, partial or total damage to machinery, operational disruptions, delays or deficiencies caused by subcontractors, or other circumstances beyond the Licensor’s control, which prevent or delay the Licensor from fulfilling its obligations under the agreement, the Licensor’s obligations shall be suspended until such circumstances have ceased and the Licensor is again able to perform its obligations.

14.1. The Customer may terminate the Subscription effective at the end of the current subscription period.

14.2. Termination by the Customer must be made in writing to the Licensor at the Licensor’s address or by email to [Licensor email], and must be received by the Licensor no later than seven (7) days prior to the expiration of the current subscription period. If termination is received after this deadline, the Subscription shall be deemed terminated with effect from the end of the following subscription period.

14.3. Termination by the Licensor must be made in writing to the Customer at the Customer’s address or by email to the email address provided by the Customer at the time of entering into the Subscription agreement, and must be received by the Customer no later than thirty (30) days prior to the expiration of the current subscription period. If termination is received after this deadline, the Subscription shall be deemed terminated with effect from the end of the following subscription period.

14.4. In the event of the Customer’s material breach of these License Terms, the Licensor is entitled to terminate the agreement immediately and to claim compensation for any losses and outstanding amounts. Material breach shall include, but is not limited to:

14.4.1. The Customer’s payment default in accordance with clause 7.8.

14.4.2. The Customer’s unlawful acts or omissions in connection with the use of the Licensed Material, including infringement of intellectual property rights and other criminal acts or omissions.

14.4.3. The Customer’s misuse of the Licensed Material, whereby it is not used in accordance with clause 4.

14.4.4. The Customer’s misuse of the Licensor’s services, systems, or associated websites.

14.4.5. Any other conduct by the Customer that materially impedes cooperation between the Parties or between the Licensor and third parties.

14.5. As an alternative or supplement to termination of the Subscription, the Licensor reserves the right to suspend the Customer’s access to the Licensed Material in the event of material breach pursuant to clause 14.4.

14.6. Any remaining balance for prepaid SMS packages shall not be refunded upon expiration of the Subscription.

15.1. If the Customer acts primarily outside its trade or profession, the Customer is considered a consumer.

15.2. Mandatory consumer protection law shall prevail over these License Terms.

15.3. In consumer relationships, the Customer may terminate the Subscription with one (1) month’s notice to the end of a calendar month once five (5) months have elapsed from the conclusion of the Subscription agreement, cf. section 25(1) of the Danish Consumer Contracts Act (forbrugeraftaleloven).

15.4. In consumer relationships, the Customer has a right of withdrawal of fourteen (14) days from the conclusion of the agreement with the Licensor, cf. section 18(1) and (2) of the Danish Consumer Contracts Act (forbrugeraftaleloven).

16.1. Campaign offers cannot be combined and must be specified at the time of ordering.

16.2. Campaign offers cannot be applied retroactively.

17.1. The Licensor is entitled, in whole or in part, to assign its rights and obligations under any agreement entered into with the Customer to a company controlled by the Licensor, the Licensor’s parent company, or companies having the same parent company as the Licensor, cf. sections 6 and 7 of the Danish Companies Act (selskabsloven).

18.1. The Customer is the data controller. Cookies are governed by a separate cookie policy placed at www.virkplan.dk or www.virkplan.com

18.2. By entering into the Subscription, the Customer accepts the data processing agreement.

19.1. The agreement between the Licensor and the Customer and these License Terms shall be construed in accordance with and governed by Danish law.

19.2. Any dispute between the Licensor and the Customer, including disputes regarding the existence, validity, or interpretation of these License Terms, or disputes arising out of offers, orders, order confirmations, or invoices, shall be settled by arbitration administered by the Danish Institute of Arbitration in accordance with the arbitration rules adopted by the Institute and in force at the time the arbitration proceedings are commenced. The place of arbitration shall be Aarhus, Denmark.

19.3. This arbitration clause shall not prevent the Parties from requesting the courts to order interim or protective measures. These License Terms apply to all agreements entered into on or after 22 April 2021. For existing Subscriptions, the License Terms shall apply from the date stated in the notice issued by the Licensor, and no later than 1 January 2021.