Terms and conditions

1. ACCEPTANCE OF SUBSCRIPTION AND TERMS

1.1 These terms are entered into between OptiPeople ApS, CVR number 32883532, Sønderskovvej 17, 8362 Hørning (hereinafter referred to as “OptiPeople”) and the Customer and Users of Opticloud (hereinafter referred to as “Customer”). Any transaction entered into between the Customer and OptiPeople is subject to these sales and subscription terms (hereinafter “Terms”). No agreement or obligation deviating from this will be accepted unless expressly and in writing confirmed by OptiPeople. These sales and delivery terms are considered accepted upon the Customer’s order placement and/or the Customer’s use of the delivered Application.

2. SCOPE AND USE OF THE SUBSCRIPTION

2.1 In accordance with these Terms, the Customer obtains non-exclusive access to use OptiPeople’s Cloud solution with selected modules (hereinafter collectively referred to as the “Application”), provided online as software. The Customer does not acquire the Application or any copy or parts thereof and does not obtain a license to develop the Application. Potential hardware is purchased separately.

2.2 The Customer’s subscription grants access to use the Application for the number of machines, users, etc., specified in the specific modules.

2.3 For certain features, services, and additional modules, separate conditions may apply, which must be accepted in addition to these terms before they can be used.

2.4 The Customer’s subscription does not include installation, which the Customer is responsible for. Similarly, touch screen, PC, or similar hardware for installing the Application is not included in the purchase and is the Customer’s own responsibility to select and purchase.

2.5 The access to use the Application applies exclusively to the Customer and their advisors, and the Application may not be used to process data for anyone other than the Customer. The Customer is responsible for and fully liable for third parties to whom the Customer grants access to the Application or who use the Customer’s login details.

2.6 The Customer is not entitled to transfer the subscription to a third party, either in whole or in part, or to provide access to the Application to a third party unless agreed with OptiPeople.

2.7 The Customer must ensure that the Application is not used in a way that may harm OptiPeople’s name, reputation, or goodwill, or that is in violation of relevant laws or regulations.

2.8 As part of the subscription, OptiPeople provides support to the Customer to a reasonable extent via phone and online. If the Customer requires on-site support, and such support is not due to errors in OptiPeople’s Application, such on-site support will be invoiced at the normal hourly rate.

2.9 Software assistance, technical assistance, implementation, assessment, and development are invoiced according to the applicable price list. Travel is invoiced according to the applicable price list plus the state’s rates for car travel. Inquiries about system errors (defined as Support) are included in the annual license cost.

3. DURATION AND BILLING OF THE SUBSCRIPTION

The subscription comes into effect upon receipt of hardware and/or access to software from Optipeople (received username and password for Opticloud from Optipeople) – referred to as ordering – and continues until terminated in accordance with these Terms.

3.1 Billing is done annually in advance, unless otherwise specified in the agreement or terms for the specific product.

3.2 After ordering, new customers have a free withdrawal period of 14 days.

4. PRICES AND PAYMENT TERMS

4.1 Payment terms are 30 days net.

4.2 If the subscription is not paid on time, reminder 1 will be sent without a fee 7 days after the invoice due date. If the subscription is still not paid, reminder 2 will be sent with a fee of DKK 150.00 10 days later. If payment is still not received within 7 days after reminder 2, access to the Application will be blocked. Access to the Application will be reinstated after receipt of payment, unless OptiPeople has terminated the subscription beforehand, cf. clause 5.3.

4.3 The Customer agrees that invoices and reminders are sent by email to the email address provided by the Customer, and invoices and reminders are therefore considered delivered when sent by OptiPeople to the specified email.

4.4 All hardware, installation, assessments, training, development, etc., are invoiced upon ordering/dispatch/delivery of the service. These payment terms are independent of partners for Optipeople, for example, providing installation services and hardware.

4.5 Prices for software licenses are regulated annually in accordance with the Danish consumer price index (inflation) based on the average in one year from April – April, however with a minimum of a 2% annual price increase.

4.6 Optipeople also reserves the right to price increases on software licenses in relation to versioning and cost development. Optipeople will endeavor to give 3 months notice before such changes.

5. TERMINATION

5.1 The Customer can terminate the subscription with 3 months’ notice before the annual billing date.

5.2 The Customer can, at any time, purchase additional features, services, and add-on modules in the Application in accordance with Optipeople’s development plan. Add-ons will be available immediately after purchase and/or development, and billing will take place immediately. Optipeople reserves the right to prioritize customer requests and/or not develop customer requests.

5.3 OptiPeople can terminate the subscription with 6 months’ notice at the end of a calendar quarter, or without notice in case of the Customer’s material breach of these Terms or in case of the Customer’s bankruptcy or insolvency. Failure to pay as per 4.2 will be considered a material breach of the Terms.

6. CUSTOMER’S DATA

6.1 The parties agree that the Customer owns and can freely dispose of their own data in the Application. The Application allows the Customer to export all reports, data, etc., via the Application’s export function, and the Customer accepts that such export must be carried out by the Customer before the termination of the subscription. In the event of the subscription expiring or being terminated by the Customer, OptiPeople will, where reasonable and commercially feasible, aim to provide the customer with a period of 10 days after termination, during which the export function can be used.

6.2 OptiPeople reserves the right to delete the Customer’s data 30 days after the termination of the subscription, regardless of the reason for this, and OptiPeople has no obligation to retain data after this time.

6.3 The Customer accepts that if the Customer’s access/Application is purchased through an OptiPeople Partner, this Partner has access to the Customer’s data. However, through an agreement with OptiPeople, the Partner is obliged to keep the Customer’s data confidential and secure. Likewise, OptiPeople has access to Customer data through the Application’s software.

6.4 OptiPeople is entitled to use the Customer’s data in anonymized form for statistics and analysis. This also applies after the termination of the agreement, and anonymized data is not subject to confidentiality provisions.

6.5 In very special cases, where OptiPeople deems it reasonable and fair, for example, based on a consideration of loss of value, OptiPeople may grant third parties and authorities access to Customer data, including in connection with a judgment, authority request, Customer bankruptcy, death, or similar. Access will always be provided with prior notice to the Customer.

6.6 The Customer can grant suppliers and partners access to the application and the Customer’s data by if they deem it relevant. It is the Customer who has the responsibility towards suppliers and partners they might grant access.

6.7 Partners and similar can also accept these Terms on behalf of the Customer, including upon renewal, provided that they ensure that the necessary authorization has been obtained and that the Customer has been duly informed of the Terms.

7. PERSONAL DATA

7.1 The Customer can enter data in the Application, including shift schedules, employee data, etc. OptiPeople encourages the Application not to be used for storing Personal Data, including full names of employees, but instead to use employee numbers or similar. OptiPeople does not process any Personal Data for the Customer, and the Customer is therefore responsible for the storage and processing of Personal Data in the Application.

8. OPERATIONAL STABILITY AND SUPPORT

8.1 OptiPeople aims for the highest possible operational stability but is not responsible for breakdowns or disruptions, including disruptions caused by factors beyond OptiPeople’s control. This includes, among other things, power outages, equipment failures, internet connections, telecommunications connections, or similar. The Application and the service are provided as-is, and OptiPeople disclaims any warranty, assurance, representation, or other conditions, whether direct or indirect.

8.2 OptiPeople points out that a breakdown in OptiPeople’s Application will only result in a lack of data collection and thus not disrupt the operation of the Customer’s business. However, in case of breakdowns or disruptions, OptiPeople will always strive to restore normal operation as soon as possible. Planned interruptions will be notified in advance to the extent possible. Support times are weekdays from 09:00 to 17:00 UTC +01.00. Support can be contacted at Phone number: 23 74 47 05 and email support@optipeople.dk

9. CHANGES

9.1 OptiPeople is entitled to make ongoing updates and improvements to the Application. OptiPeople 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. OptiPeople will always seek to minimize inconvenience caused by the updates for the Customer. However, OptiPeople reserves the right to perform updates during normal working hours, resulting in temporary downtime.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 The Application and information provided from the Application, excluding Customer data, are protected by copyright and other intellectual property rights and belong to or are licensed to OptiPeople ApS. Individually developed software also belongs to OptiPeople ApS unless otherwise agreed in writing. The Customer must notify OptiPeople of any current or potential infringement of OptiPeople’s intellectual property rights or unauthorized use of the Application that the Customer becomes aware of.

10.2 There is no transfer of intellectual property rights to the Customer.

10.3 Regarding material uploaded by the Customer and all Customer data, the Customer grants OptiPeople, and OptiPeople’s Partners, a permission and global license sufficient for OptiPeople and/or the Partner to properly operate and run the Application and fulfill its obligations to the Customer. The Customer warrants that the uploaded material does not infringe on third-party rights and does not contain material that may be offensive or in violation of relevant laws, including the General Data Protection Regulation or other regulations.

11. TRANSFER

11.1 OptiPeople has the right to transfer its rights and obligations to the Customer to an affiliated company or third party.

11.2 The Customer accepts that OptiPeople is entitled to use subcontractors in all matters, including development as well as execution and operation of the Application and storage of the Customer’s data.

12. OPTIPEOPLE’S WARRANTY AND LIABILITY

12.1 For hardware purchased from OptiPeople, a 12-month warranty is provided for workmanship and material defects. The warranty is only valid on the condition that the product is correctly installed in accordance with OptiPeople’s installation instructions and generally accepted practice.

12.2 If material or execution defects are demonstrated during the warranty period in any part of the product, OptiPeople will perform repairs or replacement of the defective item free of charge and as soon as possible. Freight to and from OptiPeople, as well as assembly, are not included. OptiPeople is not liable for loss of operation, loss of time, loss of profit, or similar indirect losses.

12.3 To the extent legally possible, OptiPeople disclaims any liability in relation to these Terms, services, or use of the Application, whether arising in contract or out of contract, including loss of operation, consequential damages, or other indirect losses, loss of data, loss based on product liability, or loss arising from simple negligence.

12.4 OptiPeople is not responsible for the third-party solutions available and/or integrated with the Application, nor for the results obtained through these third-party solutions. Similarly, OptiPeople cannot be held responsible for the availability, security, or functionality of third-party solutions, including possible damages and/or losses caused by third-party solutions. It is the Customer’s responsibility to prove that any loss suffered by the Customer cannot be attributed to third-party solutions.

12.5 Regardless of the type of loss or the basis of liability, OptiPeople’s total liability is limited in amount to the Customer’s payment for 12 months prior to the occurrence of the liability event, up to a maximum of DKK 50,000. The Customer undertakes to indemnify OptiPeople for product liability damages, third-party losses, and other claims from third parties as a result of the Customer’s use of the Application.

13. CONFIDENTIALITY AND DATA SECURITY

13.1 OptiPeople is bound by confidentiality about all information that OptiPeople may obtain about the Customer and is not entitled to disclose such information to third parties unless such information is publicly available, or where OptiPeople has received the information from a third party not bound by confidentiality, or where OptiPeople is required to disclose the information according to legislation or by order of an authority or court.

13.2 OptiPeople has taken the necessary technical and organizational security measures to prevent information in the Application from being accidentally or unlawfully destroyed, lost, or impaired, and to prevent it from coming to the knowledge of unauthorized persons, being misused, or otherwise processed in violation of the General Data Protection Regulation.

13.3 Upon the Customer’s request – and against payment of OptiPeople’s prevailing hourly rates for such work – OptiPeople will provide sufficient information for the Customer to verify that the mentioned technical and organizational security measures have been taken.

13.4 To the extent the Customer uses information, usernames, or passwords related to third-party information or services in relation to OptiPeople, the Customer warrants that the disclosure of such information and OptiPeople’s processing of such information does not infringe third-party rights or agreements. The Customer shall indemnify OptiPeople for any loss incurred in connection with this provision.

14. CHANGES TO TERMS

14.1 OptiPeople is entitled to change these terms in any respect. Use of the Application after a change of these terms constitutes an acceptance of such amended terms. It is the Customer’s obligation to keep updated regarding changes to the Terms. Changes to terms will be sent to the Customer via email.

14.2 If the Customer cannot accept the amended Terms, the Customer is entitled to terminate the agreement with 1 month’s notice.

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 District Court of Aarhus.

16. VALIDITY

16.1 These Terms are valid from the date of contract conclusion and/or when Opticloud is delivered or put into use.