Terms and conditions
1 ACCEPTANCE OF SUBSCRIPTION AND TERMS
1.1 These terms have been entered between OptiPeople ApS, CVR number 32883532, Sønderskovvej 17, 8362 Hørning (hereinafter “OptiPeople”), and the Customer and user of Opticloud (hereinafter “the Customer”). Any trade entered into between the Customer and OptiPeople is subject to these terms of sale and subscription (hereinafter the Terms). No agreement or obligation that deviates from this will be accepted unless expressly and in writing confirmed by OptiPeople. These terms of sale and delivery are considered accepted upon the Customer’s order placement and/or upon the Customer’s commissioning of the delivered Application.
2. SCOPE AND USE OF SUBSCRIPTION
2.1 In accordance with these Terms, the customer obtains non-exclusive access to use OptiPeoples Cloud solution with selected modules (hereinafter under an “Application”) made available online as software. The Customer does not acquire the Application or a copy or parts thereof and does not obtain a license to develop the Application. Potential hardware is acquired separately.
2.2 The Customer’s subscription gives the Customer access to use the Application for the number of machines, users, etc. that appear in the specific modules.
2.3 For individual functions, services, and add-on modules, independent conditions may be attached that must be accepted in addition to these terms before they can be used.
2.4 The Customer’s subscription does not include potential installation, for which the Customer is thus responsible, just as the touch screen, PC, or similar hardware to install the Application on, is not included in the purchase and thus is at the Customer’s own expense to choose and purchase.
2.5 The right to use the Application applies only to the Customer and his advisers, and the Application may not be used to perform data processing for anyone other than the Customer. The Customer is responsible for and has full responsibility for the third parties to who the Customer provides access to the Application or who use the Customer’s log-in details.
2.6 Except as provided in 2.5, 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 unless this has been agreed with OptiPeople.
2.7 The customer must ensure that the Application is not used in a way that could damage OptiPeople’s name, reputation, or goodwill, or that is contrary to relevant legislation or other regulations.
2.8 As part of the subscription, OptiPeople provides Support to the Customer to a reasonable extent via the telephone and online. If the Customer needs support onsite, and such support is not due to errors in OptiPeople’s Application, such onsite support is invoiced at the normal hourly rate if agreed between the parties.
2.9 Normal hourly rate is 110 EURO for hardware support and 170 EURO for software support.
3 DURATION OF THE SUBSCRIPTION AND INVOICING
3.1 The subscription takes effect upon order and runs until terminated in accordance with these Terms.
3.2 The subscription is invoiced yearly in advance unless otherwise follows by an agreement or terms for the specific product. After ordering, there is a free 14-day right of withdrawal for new customers.
4 PRICES AND TERMS OF PAYMENT
4.1 Payment terms are 30 days net.
4.2 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 20 EURO. 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 reopened after payment has been received unless OptiPeople has previously canceled the subscription, cf. section 5.3.
4.3 The customer accepts that invoices and reminders are sent by e-mail to the e-mail address provided by the Customer and invoices and reminders are therefore considered delivered when they have been sent by OptiPeople to the stated e-mail.
5.1 The customer may terminate the subscription with 3 months’ notice unless otherwise stated in the description or terms of the specific service and/or a full or multi-year contract has been agreed upon.
5.2 The customer may, at any time, purchase functions, services, and additional modules in the Application in accordance with Optipeople’s development plan. Purchases will be available immediately after purchase and/or development and invoicing will take place immediately. Optipeople reserves the right to prioritize customer wishes and/or not develop customer wishes.
5.3 OptiPeople 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. Failure to pay, cf. 4.2, will be regarded as a material breach of the Terms.
6 CUSTOMER DATA
6.1 The parties agree that the Customer owns and is free to 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 end of the subscription. In the event that the subscription expires or is terminated by the Customer, OptiPeople 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.
6.2 OptiPeople reserves the right to delete the Customer’s data 30 days after the termination of the subscription for any reason, and OptiPeople has no obligation to store data after this time.
6.3 The Customer agrees that, if the Customer’s access / Application is purchased via an OptiPeople Partner, this Partner has access to the Customer’s data. However, through an agreement with OptiPeople, the Partner is obliged to keep and secure access to the Customer’s data confidential. OptiPeople also has access to Customer data via 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 thus not subject to the confidentiality provision.
6.5 OptiPeople may in very special cases where, in OptiPeople’s assessment, it is deemed justifiable and reasonable, for example on the basis of a loss of value, to give third parties and authorities access to Customer’s data, including in connection with judgment, regulatory claims, Customer’s bankruptcy, death or similar. Access will always take place with prior notice to the Customer.
6.6 The Customer can give named suppliers and partners access to the application and the customer’s data, by entering these with name, address, and country company number at the bottom of this document, which is Signed by the Customer.
6.7 In addition, partners and the like may accept these Terms on behalf of the Customer, including by new subscription, as they hereby guarantee that there is a necessary power of attorney for this and that the Customer has been duly informed of the Terms in advance.
7 PERSONAL DATA
7.1 The Customer can enter data in the Application, including shifts, employee data, etc. OptiPeople encourages that the Application is not used for storage of Personal Data, including the employees’ full names, etc. but that an employee number or similar is used instead. OptiPeople does not process 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 strives for the highest possible operational stability but is not responsible for breakdowns or malfunctions, including for malfunctions caused by factors beyond OptiPeople’s control. By this is meant i.a. power outages, equipment failures, Internet connections, telecommunications connections, or the like. The application and the service are provided as is and exist, and OptiPeople disclaims any warranty, guarantee, claim, or other terms, whether direct or indirect.
8.2 OptiPeople points out that a breakdown in OptiPeople’s Application alone will result in a lack of data collection, and thus not disrupt the operation of the Customer’s business. However, in the event of a breakdown or disruption, OptiPeople will always strive to restore normal operation as soon as possible.
8.3 Planned interruptions will be notified in advance to the extent possible.
8.4 Support times are weekdays between 09:00 and 17:00 UTC +01.00.
8.5 Support can be contacted on Telephone number: +45 23 74 47 05 and email email@example.com
9.1 OptiPeople is entitled to continuously make updates and improvements to the Application. OptiPeople is also entitled to change the composition and structure of the Application and services. Such updates, enhancements, 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 at all times seek to reduce the inconvenience of the updates as much as possible for the Customer. However, OptiPeople reserves the right to perform updates within normal business hours resulting in temporary downtime.
10 INTELLECTUAL PROPERTY RIGHTS
10.1 The Application and information submitted from the Application, except the Customer’s data, are protected by copyright and other intellectual property rights and belong to or are licensed to OptiPeople ApS. Individually prepared software also belongs to OptiPeople ApS, unless otherwise agreed in writing. The Customer must notify OptiPeople of any current or potential violation of OptiPeople’s intellectual property rights or unauthorized use of the Application of which the Customer becomes aware.
10.2 No intellectual property rights are transferred to the Customer.
10.3 In relation to material uploaded by the Customer and all the Customer’s data, the Customer grants OptiPeople, and OptiPeople’s Partners, a permit and global license that is sufficient for OptiPeople and/or the Partner to properly run and operate the Application and fulfill its obligations to The customer. The customer warrants that the material uploaded does not infringe the rights of third parties and does not contain material that may be offensive or in violation of relevant legislation, including the Personal Data Ordinance or other regulations.
11.1 OptiPeople has the right to transfer its rights and obligations to the Customer to a group company or third party.
11.2 The Customer accepts that OptiPeople is entitled to use subcontractors in all conditions, including for the development and execution, and operation of the Application and for the storage of the Customer’s data.
12 OPTIPEOPLES WARRANTY AND LIABILITY
12.1 For hardware purchased by OptiPeople, a 12-month work, and material defect warranty is provided. The warranty is only valid provided that the product is correctly installed in accordance with OptiPeople’s installation instructions and generally accepted practice.
12.2 If defects in material or workmanship in any part of the product are detected during the warranty period, OptiPeople will carry out repairs or replacement of the defective item free of charge and as soon as possible. Shipping to and from OptiPeople as well as assembly are not included. OptiPeople is not responsible for operating losses, loss of time, loss of profit, or similar indirect losses.
12.3 OptiPeople disclaims, as far as legally possible, any liability 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 incurred as a result of simple negligence.
12.4 OptiPeople is not responsible for the third-party solutions that are available and/or integrated with the Application, nor 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 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.
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 before the liability arises, however, a maximum of 6700 EURO. 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 has a duty of confidentiality regarding any 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 obtained the information from a third party who was not bound by confidentiality or where OptiPeople is required to disclose the information by law or by order of an authority or court.
13.2 OptiPeople has taken the necessary technical and organizational security measures against information in the Application being accidentally or illegally destroyed, lost or degraded and against it coming to the knowledge of unauthorized persons, being misused, or otherwise processed in violation of the Personal Data Ordinance.
13.3 At the Customer’s request – and against payment of OptiPeople’s hourly rates for such work – OptiPeople provides sufficient information to enable the Customer to ensure that the said technical and organizational safety measures have been taken.
13.4 To the extent the Customer uses information, usernames, or passwords relating 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 violate rights or agreements with third parties. The customer must indemnify OptiPeople for any loss in connection with this provision.
14 CHANGES TO TERMS
14.1 OptiPeople reserves the right to change these terms in any respect. OptiPeople intends to give reasonable notice (1 month) in connection with significant change. Use of the Application after a change to these terms constitutes acceptance of such changed terms. It is the Customer’s obligation to keep up to date with changes to the Terms. Changes to terms are sent to the Customer by email.
14.2 If the Customer is unable to accept the changed Terms, the Customer is entitled to terminate the agreement with 1 month’s notice.
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 Aarhus.
16.1 These terms are valid from the first day of entering the subscription.
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