Subscription terms and conditions for 2Trace cloud service

Definitions

Application: 2Trace Cloud service and selected additional modules (Clients).

Usage data: A type of data that is generated when using the Application. Usage data contains customer data, technical information and traffic information (operating system, browser type, keyboard language, IP address and similar) and aggregated customer or user generated data (duration of session, feedback, number of RFID registrations and similar).

Data Controller: The body that determines for which purpose and with which devices the processing of personal data may be performed.

Data Processor: The body that processes personal data on behalf of the Data Controller.

Customer data: Data that belongs to the customer (or its users) and which is processed in the Application such as user databases, articles, alarms, lending and other forms of production data and documents.

Personal data: Any information that can be related to an identified person or data that can directly or indirectly identify a person.

1. ACCEPTANCE OF SUBSCRIPTION AND TERMS AND CONDITIONS

1.1 These subscription terms and conditions (in the following referred to as “Terms”) shall become effective upon payment of the subscription, by using the Application or services or acknowledging acceptance in another way and shall apply between 2Trace A/S, VAT number 31056764, Høffdingsvej 20, 2nd floor, DK-2500 Valby, Denmark (in the following referred to as “2Trace”) and the customer (in the following referred to as the “Customer”). If the Customer is a legal person, these Terms shall be accepted on behalf of the Customer. This service is business-to-business.

2. DURATION AND BILLING OF THE SUBSCRIPTION

2.1 The subscription shall become effective upon ordering and will run until it is terminated in accordance with these Terms.

2.2 The first billing period shall run from the order date until the end of a calendar quarter. Billing shall then be quarterly in advance unless other arrangements follow from the agreement or the terms for the specific product.

2.3 After ordering, for new customers there shall be a free right to withdraw of 14 days from the order date.

3. SCOPE AND UTILIZATION OF THE APPLICATION

3.1 In accordance with these Terms, the Customer shall gain non-exclusive access to utilize 2Trace cloud service and selected Clients (in the following referred to as the “Application”), which shall be made available online as “software as a service”. The Customer shall not acquire the Application or a copy or parts thereof, and shall not be licensed to run the Application except as software as a service.

3.2 The Customer’s subscription gives the Customer access to the Application as is, and to use it within the limits of utilization and for the number of users, Clients, etc. that apply to the specific products at any time. If the Customer needs additional capacity or functionality, the subscription will be automatically upgraded for such increased consumption or for additional users, Clients, etc. and the Customer shall accept that the price shall be similarly increased.

3.3 The access to use the Application shall apply exclusively to the Customer and the Application may not be used by others than the Customer or to perform data processing or provide other services to others than the Customer.

3.4 The Customer shall not be entitled to transfer the subscription to a third party; neither wholly nor partially, or to provide access to the Application to a third party.

3.5 The Customer shall ensure that the Application is not used in a way that may harm 2Trace, their reputation or goodwill or in a way that is in conflict with relevant legislation or other regulation.

4. PRICES AND PAYMENT TERMS

4.1 The payment terms shall be 14 days net from invoice date.

4.2 If the subscription is not paid on time, the first reminder for payment, with no additional charge, shall be sent 7 days after the due payment date stated on the invoice. If the subscription is still not paid, the second reminder shall be sent 10 days later with a charge of DKK 150.00. If payment is still not received within 7 days after the second reminder, access to the Application shall be blocked. Access to the Application shall be opened again after payment is received, unless 2Trace has cancelled the subscription prior to that.

4.3 The Customer shall accept that bills and reminders are sent via email to the email address specified by the Customer and shall be considered as delivered when they are sent from 2Trace.

4.4 The at any time applicable prices can be found on 2Trace’s website and may be changed with one month’s notice at the end of a quarter. The same shall apply to changes to the composition and content of the subscription types and Clients. All prices are exclusive VAT.

5. TERMINATION

5.1 In the Application, the Customer can terminate the subscription, perform deselection of Clients until the end of a calendar quarter (unless otherwise stated in the description or the terms and conditions for the specific service).

5.2. 2Trace can terminate the subscription with 6 months’ notice to terminate at the end of a calendar quarter or without notice in the event of the Customer’s significant non-compliance of these Terms or in the event of the Customer’s bankruptcy or insolvency.

6. THE CUSTOMER’S DATA

6.1 The parties agree that the Customer shall be the Data Controller as far as any personal data which the Customer uploads and processes in the Application is concerned, and that the Customer owns and can freely have their own data at their disposal in the Application.

6.2. 2Trace shall give the Customer the option to export all indexes, data, etc. and the Customer shall accept that such export can be executed before termination of the subscription. In the event that the subscription expires or is cancelled by the Customer, where it is reasonable and commercially responsible, 2Trace shall endeavor to the customer a period of 14 days after discontinuation, after which the export of the Customer’s data can be forwarded against payment.

6.3 2Trace shall reserve the right to delete Customer data 90 days after discontinuation of the subscription regardless of the reason for this. 2Trace shall have no obligation to store the data after this period of time.

6.4 2Trace shall be entitled to store Customer data after discontinuation for the purpose of using this data in anonymous form for statistics and analysis of the Application.

6.5 2Trace may utilize Usage data to maintain, offer and develop additional services in 2Trace cloud service and Clients, to set the price of the Application and market it in accordance with legislation if the necessary security measures are taken. In the event where personal data such as email address and IP address are included in this work, 2Trace must anonymize this data. If anonymization is not possible due to technical or practical limitations, 2Trace must implement alternative, compensating security measures in order to ensure that applicable legislation is complied with.

6.7 2Trace may give a third party and authorities access to Customer data, however, only in accordance with the relevant data protection legislation in connection with judgement, authority requirements, the Customer’s bankruptcy, death or similar.

7. ELECTRONIC DOCUMENT MANAGEMENT

7.1 Upon entering into this agreement, the Customer shall give their consent that on behalf of the Customer, 2Trace can accept the terms and conditions for service providers which offer document infrastructure and thus, let the Customer register with such providers.

7.2 The Customer shall guarantee that it is the legal owner of the company and shall confirm that the particulars (VAT number, name, address) that have been disclosed in the 2Trace cloud service, is the correct information for the relevant company.

7.3 VATnomic reserves the right to change service provider if another provider is found to be more suitable. The Customer will always be given notice in connection with registration with a new network selected by 2Trace and, in this regard, shall have the option to decline to be registered. Similarly, the Customer shall always have the option to unregister from the relevant network after registration has taken place.

7.4 2Trace shall not be liable for errors in the recipient’s system and cannot guarantee a deadline for the recipient’s receipt of the document.

8. OPERATIONAL STABILITY

8.1 2Trace aims to have the highest possible operational stability, but shall have no liability for crashes or operational interruptions, including operational interruptions caused by factors outside of 2Trace’s control. This shall be understood as, among other things, power failure, malfunction on equipment, internet connections, telecommunication connections or similar. The Application and the service shall be delivered as is and 2Trace disclaims any guarantee, warranty, assurance, claim or other terms regardless of whether these are direct or indirect.

8.2 In the event of a crash or interruptions, 2Trace shall endeavor to restore normal operations as quickly as possible.

8.3 Planned interruptions will be mainly placed in the time period 21:00 - 06:00 CET. Should it be necessary to interrupt access to the Application outside of the stated time period, this will be notified beforehand to the greatest extent possible.

9. CHANGES

9.1 2Trace shall be entitled to regularly perform updates and improvements on the Application. 2Trace shall likewise be entitled to change the composition and structure of the Application and services. Such updates, improvements and changes can occur without or without notice and may affect services, including information and data uploaded to or submitted by the Application.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 The Application and information that is submitted from the Application, except for Customer data, shall be protected by copyright and other intellectual property rights and belongs or is licensed to 2Trace. Individually prepared software shall likewise belong to 2Trace unless otherwise agreed on in writing. The Customer shall give 2Trace notification on any current or potential violation of 2Trace’s intellectual property rights or unauthorized use of the Application which the Customer gains knowledge of.

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

10.3 In relation to material that is uploaded by the Customer and all Customer data, the Customer shall give VATnomic and its providers permission and global license that is sufficient so that 2Trace can responsibly run and operate the Application and fulfil its obligations. The Customer shall guarantee that the material that is uploaded does not infringe on a third party’s rights and does not contain material that may seem offensive or in conflict with relevant legislation or other regulation.

11. TRANSFER

11.1 2Trace shall have the right to transfer its rights and obligations in regard to the Customer to a consolidated company or a third party.

12. 2Trace’s LIABILITY

12.1 2Trace disclaims any liability in relation to these Terms, services or use of the Application regardless of whether this occurs within or outside of the contract, including for operating loss, consequential damages or other indirect loss, loss of data, loss due to product liability or loss that is caused as a result of simple negligence.

12.2 2Trace shall not be liable for the third party solutions that are available and/or integrated with the Application, including interfaces from Laundry and HR solutions. Thus, 2Trace cannot be held liable for the accuracy, completeness, quality and reliability of the information nor the results that are achieved through these third party solutions. Similarly, 2Trace cannot be held liable for the accessibility, security or functionality of the third party solutions, including for possible damage and/or loss caused by third party solutions. It shall be incumbent on the Customer to prove that loss suffered by the Customer can be attributed to third party solutions.

12.3 Regardless of the type of loss or basis for liability, 2Trace’s total liability in terms of amount shall be limited to the Customer’s payment for 6 months before the occurrence of the incurring responsibility, however, in all instances maximum DKK 31,000. The Customer shall undertake to exempt 2Trace from product liability damages, third party loss and other claims from a third party as a result of the Customer’s use of the Application.

12.4 The Customer shall accept to indemnify 2Trace against any claim or loss that is due to product liability, loss with third parties or liability for third parties to the extent it originates from the Customer’s use of the Application.

13. CONFIDENTIALITY AND DATA SECURITY

13.1 As far as the processing of personal data which the Customer uses as Data Controller in the Application is concerned, these Subscription Terms shall apply between 2Trace and the Customer. As far as 2Trace’s processing of personal data is concerned, 2Trace shall have duty of confidentiality about all information 2Trace may come in possession of about the Customer.

13.2 To the extent the Customer uses information, user names or passwords that regard a third party’s information or services in relation to 2Trace, the Customer shall guarantee that the passing on of such information and 2Trace’s processing of such information shall not infringe on the rights or agreement with a third party. The Customer shall indemnify 2Trace for any loss in connection with this provision.

14. AMENDMENTS TO THE TERMS

14.1 2Trace shall be entitled to amend these Terms in any respect. The at all times applicable Terms will be accessible on 2Trace’s website. 2Trace shall endeavor to provide reasonable notice (1 month) in connection with any amendment by way of notification on the website. Use of the Application after an amendment of these Terms shall comprise an acceptance of such amended Terms. It shall be the Customer’s obligation to keep regularly updated in relation to amendments to the Terms.

15. DISPUTES

15.1 These Terms shall be subject to Danish law and any dispute originating from the subscription, including these Terms, shall be brought before the Maritime and Commercial Court in Copenhagen.

16. VALIDITY

16.1 These Terms shall be valid from 1 January 2020 and replace earlier terms.