1.1. These general terms and other subscription specific terms (collectively, the "Agreement") govern the company's (the "Licensee") use of an app developed by CarBuddii A/S, company registration number 37510750, (the "Licensor") which enables the Licensee to handle lead management, test drive agreements and rental contracts for motorised vehicles (the "App") in digital form. 1.2. The App is offered in modules ("Modules") by which the Licensee can purchase partial access to functionality in the App.
1.2. The App is offered in modules ("Modules") by which the Licensee can purchase partial access to functionality in the App.
2. Licensing terms
2.1. The Licensor hereby grants the Licensee a royalty bearing, non-exclusive, fixed-term, non-sublicensable (according to paragraph 2), non-transferable license to use the App in those branches in which the Licensee runs their business.
2.2. The Licensee is entitled to record branches and employees ("Users") as users of the App. Individually recorded Users are entitled to use the App in accordance with the Agreement.
2.3. The Licensee warrants that their Users i) do not use the App in violation of the terms in the Agreement; ii) will not enter, upload or in other ways transfer material, including data, text, graphics or images, contrary to the law or third-party rights; iii) do not copy, modify, change, process, decompile or perform reverse engineering of the App, unless otherwise permitted to do so by law; and iiii) do not grant third parties access to the App.
2.4. The Licensee further warrants that the App is solely used in accordance with the instructions composed by the Licensor, and that the information entered, in any sense, are correct, and that all individuals (the "End Customer") will be informed about any accepted terms for disclosure of the End Customer's data.
2.5. The Licensee warrants that their Users i) do not use the App in violation of the terms in the Agreement; ii) will not enter, upload or in other ways transfer material, including data, text, graphics or images, contrary to the law or third-party rights; iii) do not copy, modify, change, process, decompile or perform reverse engineering of the App, unless otherwise permitted to do so by law; and iiii) do not grant third parties access to the App.
3. Licens og betaling
3.1. Licenstager skal for Applikationen betale Licensgiver en månedlig licens (”Licensbetalingen”) på kr. XXXXX eksklusive moms pr. måned pr. filial, der i hele, eller dele af, den pågældende måned har haft adgang til Applikationen i henhold til pkt. 2.1. Øvrige Moduler og Brugere kan tilkøbes særskilt pr. filial, ligesom ekstra filialer kan tilkøbes.
3.2. The licenses are paid by quarter in advance. The payment terms are net 8 days from the invoicing date. Payment is initiated by accepting this Agreement.
3.3. The Licensor provides support for instructing the Users in implementing the App free of charge.
3.4. The Licensor is entitled to adjust the License Payment in accordance with paragraph 3.1 with three (3) months written notice to the Licensee. If the Licensee cannot accept the adjustment of the License Payment, the Licensee is entitled to terminate the Agreement as of the date where the adjustment takes effect.
4.1. The Licensee is the data controller, and the Licensor is the data processor as regards the personal data entered into or otherwise submitted to the App.
4.2. The Licensee warrants that any branch being created in accordance with paragraph 2 shall accept the Licensor's data processor agreement prior to using the App. During the creation in the App, the Licensor offers the managing User per branch to accept the data processor agreement.
4.3. As data processor, the Licensor warrants for the compliance of the agreed data processor agreements as well as for compliance with the Danish Data Protection Act. Please refer to the Licensor's separate data processor agreement attached as appendix 1. The data processor agreement, including appendices, prevails over all agreements between the Parties.
4.4 The Licensee is entitled to transfer and use data collected through the App for their own systems. Moreover, the Licensee is entitled to transfer and use data that enable the Licensee to perform follow-ups as regards End Customers provided that these have granted their consent for this purpose through the App ("Follow-up Consent").
4.5. In the App, the End Customer may have the opportunity to grant their consent to having their entered data disclosed to the Licensee's collaborators for the purpose of receiving marketing material. The Licensee is entitled to disclose these data to the Licensee's collaborators provided that the End Customers have granted their consent for this purpose.
5.1. The App is made available on an "as is" basis at the time of signing the Agreement with any updates and changes which the Licensor may make available.
5.2. Without liability, the Licensor reserves the right to temporarily discontinue access to the App with or without notice, if circumstances that are critical for the operation of the App or otherwise critical for the Licensor's business interests render this necessary. The Licensor is committed to doing their utmost to prevent such a discontinuation and ensure that the discontinuation will be as short as possible.
5.3. The Licensor maintains and develops the App continually. The Licensee will have access to updates to the extent that the Licensor develops and releases such updates if this is covered by the Licensee's license. At any time, the Licensor is entitled to make any relevant technical changes of the App at the discretion of the Licensor. The Licensor will aim to limit the inconveniences which such restructuring and changes may cause the Licensee and ensure the highest possible operation stability.
5.4. The Licensee is solely responsible for their own hardware and technical circumstances. At any time, the Licensee shall ensure that all system requirements are met in order to be able to use the App satisfactorily.
5.5. The liability of any Party during or pursuant to the Agreement may not under any circumstances exceed the overall License Payment during the 12 months prior to the actionable event.
5.6. The Licensor is under no circumstances liable for any direct or indirect loss, including loss of revenue, loss of profit or savings, or loss of goodwill or reputation arising from the Licensee's use of the App.
6.Ikrafttræden og opsigelse
6.1. The Agreement takes effect when both parties have signed it, and it will remain in effect until it is terminated in accordance with paragraph 2.
6.2. The Licensee and the Licensor are entitled to terminate the Agreement in writing with a minimum of 1 months’ notice at the end of a quarter.
7.1. Regardless of paragraph 6.1 and 6.2, either Party may to the other Party terminate the Agreement in writing without further notice and with immediate effect in the event of a breach by the other Party pursuant to the Agreement.
7.2. Among other things, a significant breach is considered to be delayed payment, the Licensee giving notice of the intention to suspend payments or bankruptcy, and any wrongful use of the App.
7.3. The Licensor reserves the right to temporarily discontinue access to the App at their own discretion and without liability, with or without notice, including in the event that the Licensor suspects that the App is being used contrary to the Agreement.
8. Force Majeure
8.1. Neither Party will be liable for the non-performance of their obligations pursuant to the Agreement if it can be proven that such non-performance is due to an event that is beyond that Party's control (Force Majeure), including war, natural disasters, terrorist attacks, sabotage, or fire.
9. Hemmeligholdelse og fortrolighed
9.1. One Party (the "Receiving Party") may not disclose any information (regardless of their form) they have received from or on behalf of the other Party (the "Disclosing Party") up to or after signing the Agreement, if the information is stated as being confidential, or if it due to its nature must clearly be considered confidential ("Confidential Information"), unless: i) disclosure is needed in order for a person working for the Receiving Party to fulfil their obligations pursuant to the Agreement (but only to the extent that the disclosure is needed in order for the person to be able to perform their work, and provided that the Receiving Party fulfils their duties to ensure that those persons are aware of and accept their confidentiality obligations); or ii) disclosure is needed according to law (provided that the Disclosing Party without undue delay, and to the fullest extent possible prior to the disclosure, informs the other Party of which information will be disclosed and for what purpose, and take any reasonable action to avoid and limit such disclosure).
9.2. Any disclosure of Confidential Information permitted under paragraph 1 must be performed in confidentiality and only to the extent that the persons to whom the information are disclosed need to know them in order to fulfil their obligations. The Receiving Party must ensure that such persons are aware of and accept to keep this information confidential.
9.3. Either of the Parties must solely use the Confidential Information in order to fulfil their obligations pursuant to the Agreement and not for their own benefit or the benefit of third parties.
9.4. Confidential Information does not include information that: i) is publicly available unless this availability is a direct or indirect consequence of the Receiving Party's, or their employees', disclosure of the information contrary to their duty of confidentiality; or ii) are provided to or comes the Receiving Party to hand without this contradicting the limitations for use or disclosure.
9.5. This stipulation remains in effect in a period of five (5) years after the termination of the Agreement regardless of the reason for the termination.
9.6. Neither Party is entitled to refer to this collaboration without consent. However, the Licensee is obligated to specify the Licensor as the data processor cf. the mandatory disclosure regulations
10. Ændringer af vilkår
10.1. Subject to paragraph 3.5, this Agreement may be changed by the Licensor with fourteen (14) days written notice to the Licensee. If the Licensee cannot accept the notified changes, the Licensee is entitled to terminate the Agreement with effect from the expiration of the notice by prior written notice to the Licensor.
11.1. The Licensee cannot transfer their rights or obligations under the Agreement without written consent from the Licensor.
11.2. The Licensor is entitled to transfer all rights and obligations under the Agreement to third parties.
12. Lovvalg og værneting
12.1. The Licensor is entitled to transfer all rights and obligations under the Agreement to third parties.