1. ACCEPTANCE OF SUBSCRIPTION AND TERMS

1.1 These subscription terms (hereinafter “Terms”) are accepted upon acceptance of the order confirmation, by using the application or services or by otherwise expressing acceptance thereof.  and apply between RelationsTjek ApS (CleverInsight ApS), CVR number 38423762, Korskildelund 6, 2670 Greve, Denmark (hereinafter “CleverInsight” and the customer hereinafter “the Customer”). If the Customer is a legal entity, these terms are accepted on behalf of the Customer. This is service business to business service.

2. DURATION OF THE SUBSCRIPTION AND INVOICING

2.1 The subscription become effective when ordered and runs until terminated in accordance with these Terms.

2.2 The first invoicing period is invoiced quarterly in advance, unless otherwise agreed e.g. in the terms for the specific product.

3. SCOPE AND USE OF THE SUBSCRIPTION

3.1 In accordance with these Terms, the Customer obtains a non-exclusive access to use the loyalty program CleverInsight and selected add-on modules (hereinafter referred to as the “Application”), which are made available online as “software as a service”. The Customer does not acquire the Application or a copy or part thereof and does not obtain a license to run the Application except as software as a service.

3.2 The Customer’s subscription gives the Customer access to use the Application for the number of invitations, users, additional modules, etc. that appear on the specific products.

3.3 An overview of subscription types and selected add-on modules can be found on CleverInsight’s website. For individual functions, services and additional modules, independent conditions may apply. These conditions must be accepted in addition to the Terms of agreement, before they can be used.

3.4 The right to use the Application applies only to the Customer and his advisers, and the Application may not be used by anyone other than the Customer or to perform data processing or provide other services for others than the Customer.

3.6 The Customer is responsible for and has the full responsibility for the third parties who the Customer gives access to the Application or who use the Customer’s login details.

3.7 Except as provided in 3.4, the Customer is not entitled to transfer the subscription to third parties, either in whole or in part, or to grant access to the Application to third parties.

3.8 The Customer must ensure that the Application is not used in a way that could damage CleverInsight’s reputation or goodwill, or that is contrary to relevant legislation or other regulations.

4. PRICES AND TERMS OF PAYMENT

4.1 Prices are as described in the order confirmation.

4.2 Payment terms are 8 days net from invoice date.

4.3 CleverInsight may change prices with 3 months’ notice after the end of the customer’s non-cancellation period.

4.4 CleverInsight can choose to let its prices follow the development in the net price index.

4.5 If the subscription is not paid on time, reminder 1 will be sent free of charge 7 days after the invoice due date. If the subscription is still not paid, reminder 2 will be sent 10 days later with a fee of DKK 150.00. If payment is still not received within 7 days after reminder 2, access to the Application will be blocked. Access to the Application will reopen after payment has been received, unless CleverInsight has previously cancelled the subscription.

4.6 The customer accepts that invoices and reminders sent by e-mail to the e-mail address specified by the Customer must be considered delivered when sent by CleverInsight.

5. TERMINATION OF SUBSCRIPTION

5.1 The subscription can be terminated at the earliest with 1 months’ notice after 11 months. The subscription can then be terminated with 3 months’ notice.

5.2 CleverInsight may terminate the subscription with 6 months’ notice until the end of a calendar quarter, or without notice in the event of the Customer’s material breach of these Terms or in the event of the Customer’s bankruptcy or insolvency.

6. CUSTOMER DATA – THE DATA PROCESSING AGREEMENT

6.1 The Data Processor (CleverInsight) only acts on the instructions of the data controller (the Customer).

6.2. The data processor must take the necessary technical and organizational security measures against information being accidentally or illegally destroyed, lost or degraded and against it coming to the knowledge of unauthorized persons, misuse or otherwise being processed in violation of the Personal Data Processing Act. The processing of data by the data processor (CleverInsight) can take place in whole or in part using home workstations.

6.3. The data controller shall, at the request of the data controller, provide the data controller with sufficient information to enable him to ensure that the said technical and organizational security measures have been taken.

6.4. The customer is obliged to enter into a data processor agreement, in accordance with the Danish Data Protection Agency’s current guidelines in this regard. If the Customer does not enter into such an agreement at CleverInsight’s request, both parties may terminate the agreement upon termination with immediate effect.

6.5 The application gives the Customer the opportunity to export all data etc. via the Application’s export function, and the Customer accepts that such export must be completed by the Customer before the end of the subscription. In the event that the subscription expires or is terminated by the Customer, CleverInsight shall, where reasonably and commercially justifiable, intend to give the Customer a period of 10 days after termination during which the export function may be used.

6.6 CleverInsight reserves the right to delete Customer’s data 90 days after the termination of the subscription, regardless of the reason for this, and CleverInsight has no obligation to store data after this time.

6.7 CleverInsight is entitled to store the Customer’s data after termination in order to use these in anonymised form for statistics and analysis of the service.

6.8 CleverInsight may in very special cases, where in CleverInsight’s assessment it is deemed justifiable and reasonable, for example on the basis of a loss of value, give third parties and authorities access to Customer’s data, but only in accordance with the relevant data protection legislation, in connection with judgment, regulatory requirements, The customer’s bankruptcy, death or the like.

7. OPERATIONAL STABILITY

7.1 CleverInsight strives for the highest possible operational stability, but is not responsible for breakdowns or operational disruptions, including for operational disruptions caused by factors beyond CleverInsight’ control. By this is meant i.a. power failure, equipment failure, Internet connections, telecommunications connections or the like. The application and the service are provided as is and exist, and CleverInsight disclaims any warranty, guarantee, guarantee, claim or other terms, whether direct or indirect.

7.2 In the event of a breakdown or disruption, CleverInsight strives to restore normal operation as soon as possible.

7.3 Planned interruptions will preferably be located in the period at. 21.00-06.00 CET. Should it be necessary to interrupt access to the Application outside the specified time period, this will be notified in advance to the extent possible.

8. CHANGES

8.1 CleverInsight is entitled to make ongoing updates and improvements to the Application. CleverInsight is also entitled to change the composition and structure of the Application and services. Such updates, improvements and changes may occur with or without notice, and may affect services, including information and data uploaded to or provided by the Application.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. The Customer is informed that the Software to which access is granted under this agreement is copyrighted and the Customer only acquires a conditional right of use of the Software. The right of use is conditional on the Customer’s payment, and the Customer has been expressly made aware that the right of use is limited in time, so that it automatically lapses upon termination of this agreement, regardless of the reason for this. The right of use is non-transferable.

9.2. The Customer is only entitled to use the Software for the use of the Customer’s own business.

9.3. The customer agrees to want to respect the copyrights. The Customer is responsible for the Customer’s employees and external advisors’ compliance with the rights to the Software during use, and the Customer is obliged to ensure that the Customer’s employees and external advisers are expressly informed that the Software is copyrighted and may only be used in accordance with the terms in this Agreement.

10. TRANSFER

10.1 CleverInsight has the right to transfer its rights and obligations to the Customer to a group company or third party.

10.2 With regard to CleverInsight’s use of subcontractors, please refer to section 6.1.

11. CLEVERINSIGHT’s RESPONSIBILITY

11.1 CleverInsight disclaims any responsibility in relation to these Terms, services or use of the Application, whether this arises in contract or out of contract, including for operating losses, consequential damages or other indirect losses, loss of data, losses due to product liability or losses that has arisen as a result of simple negligence.

11.2 CleverInsight is not responsible for the third-party solutions that are available and / or integrated with the Application. Thus, CleverInsight cannot be held responsible for the accuracy, completeness, quality and reliability of the information nor the results obtained through these third-party solutions. Similarly, CleverInsight cannot be held responsible for the availability, security or functionality of third-party solutions, including for possible damages and / or losses caused by third-party solutions. It is the Customer’s responsibility to provide proof that one of the Customer’s losses cannot be attributed to third-party solutions.

1.3 Irrespective of the type of loss or the basis for liability, CleverInsight’s total liability is limited in amount to the Customer’s payment for 12 months before the commencement of the liability relationship, however, in all cases a maximum of DKK 10,000. The Customer undertakes to indemnify CleverInsight for product liability damages, third party losses and other claims from third parties as a result of the Customer’s use of the Application.

11.4 The Customer agrees to indemnify CleverInsight against any claim or loss due to product liability, loss to third parties or liability to third parties, to the extent that it arises from the Customer’s use of the Application.

12. CONFIDENTIALITY AND DATA SECURITY

12.1 CleverInsight has a confidentiality duty regarding any information that CleverInsight may come into possession of about the Customer, and is not entitled to pass on such information to third parties, unless such information is publicly available, or where CleverInsight has obtained the information from a third party outside confidentiality, or where CleverInsight is required to disclose the information by law or by order of an authority or court.

12.2 To the extent that the Customer uses information, usernames or passwords relating to third party information or services in relation to CleverInsight, the Customer warrants that the disclosure of such information and CleverInsight ‘processing of such information does not violate rights or agreements with third parties. The customer shall indemnify CleverInsight for any loss in connection with this rule.

13. FORCE MAJEURE

13.1. If CleverInsight is unable to perform the service under this agreement as a result of force majeure, CleverInsight cannot be held liable as a result of losses in that regard, just as the Customer cannot terminate the agreement.

13.2. CleverInsight must inform the Customer immediately in the event of a force majeure situation. Force majeure is a matter over which CleverInsight has no influence and which CleverInsight cannot circumvent within reasonable economic and practical measures. Force majeure is, for example, war, mobilization, terrorist attacks, failure / breakdown in public electricity supply or telecommunications connection, fire, flood or other form of natural disasters, strike / lockout.

13.3. If the availability of the Service is essentially impossible due to force majeure, and this lasts for more than 60 days, the Customer may terminate the agreement in writing with immediate effect, but may not in this connection make a claim against CleverInsight.

14. CHANGES TO TERMS

14.1 CleverInsight reserves the right to change these Terms in any respect. The Terms and Conditions in force at any time will be available on CleverInsight’s website. CleverInsight intends to give reasonable notice (1 month) in connection with any change, by posting on the website. Use of the Application after a change to these Terms constitutes an acceptance of such changed Terms. It is the Customer’s obligation to keep up to date with changes to the Terms.

15. DISPUTES

15.1 These Terms are subject to Danish law and any dispute arising from the subscription, including these Terms, must be brought before the City Court in Roskilde.

16. VALIDITY

16.1 These Terms are valid from 15^th October 2019 and replace previous terms.