- Posted by Pelle
- On 07/10/2019
- 0 Comments
Last updated: 07/10/2019
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
Between the Parties:
Company reg. no. 39121506
(Hereinafter referred to as “Rejoose”)
Company reg. no.
(Hereinafter referred to as “the Customer”).
(Rejoose and the Customer hereinafter individually referred to as “Party” and collectively as the “Parties”) this Trading and Data Processing Agreement (hereinafter the “Agreement”) has been concluded.
- APPLICATION AND SCOPE
1.1 The Agreement applies to sale of the Service from Rejoose ApS (hereinafter “Rejoose”) to the Customer unless it has been expressly derogated from or modified by another written agreement and it can be established with certainty that the intention was to derogate from this agreement.
1.2 The Parties want to enter into cooperation where Rejoose is to provide the Service to the Customer.
1.3 The purpose of the Agreement is to lay down the conditions for Rejoose’s provision of the Service to the Customer.
- THE SERVICE
2.1 The Service (“the Service”) makes it possible calculate energy and CO2 calculations – mainly on IT related projects.
2.2 The Service (“the Service”) is offered as Software as a Service (“SaaS”) so that the Customer via the Internet can log into app.rejoose.com and add or update energy projects and calculations.
- TERM AND TERMINATION OF THE AGREEMENT
3.1 The Agreement takes effect when the Agreement is signed by the Parties (“Time of Commencement”).
3.2 There is a period of commitment for the Service of 3 months as from the Time of Commencement.
3.3 Either Party may terminate the Agreement at a written notice of 1 months to expire at the end of the period of commitment. If the Agreement is not terminated at the latest 1 months before the expiry of the period of commitment, this gives rise to a new period of commitment of 1 months.
3.4 Upon the expiry of the Agreement, Rejoose undertakes to keep all the Customer’s Data of which Rejoose is in possession for a period of 90 days.
3.5 At any time during the period specified in sub-clause 3.4., the Customer has the right to delete the Customer’s Data in full or in part from its account with Rejoose.
3.6 Supply of the Customer’s Data in a processed or converted form may be agreed separately against payment.
- PRICE AND PAYMENT TERMS
4.1. Prices for the Customer’s use of the Service and connection/initiation and other services from Rejoose are fixed via www.rejoose.com (which covers the initial order):
4.2 The prices are inclusive of the duties and taxes in force at the time of the commencement of the Agreement, apart from VAT.
4.3 Rejoose may give notice of price changes with 3 months’ notice.
4.4 he payment terms are via creditcard for a small amount of users or net cash + 14 days from the invoice date at the place of payment specified by Rejoose. Payment must be made without any fees and costs to Rejoose. In the case of payment after the due date, the Customer must pay an interest rate of 1.5% per month on the balance overdue from the last date of punctual payment until payment is made. The Customer cannot deduct any amounts in the fee for the service originating from stated claims from other legal matters.
4.5 Invoices will be sent in electronic form to the Rejoose administrator e-mail address.
- OPERATIONAL RELIABILITY AND SUPPORT
5.1. Rejoose secures stable operation but is not liable for irregularities in operations caused by factors that are outside Rejoose’s control. Rejoose will restore normal operations as soon as possible.
5.2. Users have access to support via app.rejoose.com within normal working hours 8-16 on workdays.
- SECURITY REGULATIONS
6.1. Data are stored safely and all communication to and from Rejoose’s server(s) is encrypted and firewalls have been established to secure the Software. However, Rejoose cannot provide any guarantee against hacker attacks which cause system failure and/or loss of data.
- STORAGE AND BACKUP
7.1. Rejoose Data and back-up are placed with Rejoose’s sub-supplier – Microsoft Azure.
7.2 Rejoose takes backup of Systems data daily. All data in Rejoose’s production environment is stored in at least two separate physical locations via Microsoft Geolocation data security.
7.3 If a system failure – irrespective of the cause – results in loss of or damage to the Customer’s data, Rejoose will after the failure/damage has been ascertained either on its own initiative or after having been contacted by the Customer start restoration of the Customer’s Data from the relevant backup location(s). During this period, the Customer’s data may be inaccessible for a maximum of 24 hours.
8.1. In order to provide the best possible service it is necessary periodically to extend/renew technical equipment and to make software updates etc. Therefore, Rejoose carries out maintenance and updating of the Service from time to time.
8.2 The Customer is given notice of maintenance and/or updating via Rejoose’s website.
8.3 In connection with maintenance, it may be necessary to suspend access to the Service. Such suspensions will mainly be placed in the period from 21:00 – 06:00 CET. If it becomes necessary to suspend access to the Service outside the period mentioned, notice will be given of this in advance unless technical or security reasons make it necessary to change the system with immediate effect.
- FAULT REPORTING
9.1. If the Customer detects defects, failure or irregularities, the Customer can check whether the matter has been recorded by sending a mail to firstname.lastname@example.org
9.2. In the case of fault reporting, the Customer must describe the defect in writing by using Rejoose’s online fault reporting procedure, called support, so that Rejoose receives the necessary information to locate the defect immediately.
10.1. Online support via app.rejoose.com, end user assistance and software updates are included in the subscription price (for the selected subscription). Special support inquiries or individual system adaptations are invoiced separately. This applies to both support by telephone and written support.
- LIABILITY AND LIMITATION OF LIABILITY
11.1. Each Party is liable for damages in accordance with the general rules of Danish law with the limitations set out below, always provided that the limitations apply only if the loss is not attributable to gross negligence or wilful intent on the part of the Party committing the tort.
11.2. Rejoose disclaims liability for any indirect loss or consequential loss including, but not limited to, business interruption, loss of profits, loss of the Customer’s Data and goodwill with the Customer.
11.3. Apart from product liability (cf. sub-clause 11.4), the total amount of damages that the Customer can claim from Rejoose in accordance with the Agreement is limited to the smaller of the following:
– the total payment that Rejoose has received from the Customer in accordance with this Agreement at the time of the claim, or
– DKK 25,000 per claim per year..
11.4 Rejoose is liable for product liability in accordance with the general rules of damages of Danish law. However, Rejoose’s liability for damages in each case is limited to the amount which is paid out in accordance with Rejoose’s product liability insurance in force at any time.
11.5 Rejoose is obliged to maintain the customary and sound insurance level, including as a minimum product liability insurance and general liability insurance to cover Rejoose’s liability in accordance with the Agreement.
- THE RIGHT TO DATA
12.1. The Customer retains ownership of the Customer’s Data and the results of the processing of the Data.
12.2. Rejoose cannot exercise a lien on the Customer’s Data.
- Force Majeure
13.1. If Rejoose cannot provide its services in accordance with the Agreement as a result of force majeure, Rejoose cannot be held liable for losses on account of that and the Customer cannot terminate the Agreement with immediate effect; cf. sub-clause 14.3, however.
13.2.Rejoose must inform the Customer without undue delay if a force majeure situation arises. Force majeure is a matter on which Rejoose has no influence and which Rejoose cannot bypass with reasonable financial and practical measures. Force majeure is for example war, mobilisation, terrorist attack, failure/breakdown of public electricity supply, strike, fire, flood etc.
13.3. If the accessibility to the Service is essentially impossible due to force majeure and this lasts for more than 30 days, either Party may terminate the Agreement in writing with immediate effect but cannot in that connection advance any claims against the other Party.
- INTELLECTUAL PROPERTY RIGHTS
14.1. The Customer has been advised that the Service is protected by copyright and the Customer acquires only a non-exclusive conditional right to use the Service. The right of use is conditional upon the Customer’s payment and observance of the Agreement and it has been expressly pointed out to the Customer that the right of use is limited in time so that it will automatically lapse on termination of the Agreement irrespective of the cause of termination. The right of use is non-transferable.
14.2. The Customer is entitled to use the Service only for the Customer’s own enterprise.
14.3. The Customer agrees that it will respect the copyrights. The Customer is liable for the Customer’s employees’ and external advisors’ observance of the rights to the Service when it is used and the Customer is obliged to ensure that it is expressly pointed out to the Customer’s employees and external advisers that the Service is protected by copyright and may be used only in accordance with the terms of the Agreement.
- CONFIDENTIALITY AND DUTY OF CONFIDENTIALITY
15.1. During the term of the Agreement and after termination of the Agreement, the Parties undertake not to disclose to any unauthorised person any information received from and about the other Party of which a Party learns in connection with the Agreement and provision of the Service to the Customer. The Parties may use such information only in accordance with the Agreement and must not disclose the information unless disclosure is required in accordance with legislation, a court order or an order from a public authority. The above does not apply to information that is generally known or publicly available and which is not according to Legislation subject to such limitations.
- MARKETING AND COMMUNICATION BETWEEN THE PARTIES
16.1. Rejoose is entitled to use the Customer as a reference, unless the Customer has expressly and in writing objected to this.
16.2. When signing the Agreement, the Customer gives Rejoose the right to send service announcements and information which may contain newsletters and other marketing and information concerning the Service and Rejoose’s other products and services at any given time by e-mail.
16.3. The Customer may at any time unsubscribe newsletters and other marketing.
16.4. E-mails that contain operational information are mandatory as they may be of importance for the Customer’s use of the Service.
16.5. An e-mail has arrived when it has been received in the recipient’s e-mail system and when under normal circumstances it will be accessible to the recipient. The fact that an e-mail is specifically not accessible owing to problems in the recipient’s e-mail system is thus the risk of the recipient. It is the responsibility of the Parties to give information about changes to the above contact information.
- BREACH OF CONTRACT
17.1. In the event of material breach of the Agreement by one of the Parties, the non-breaching Party may terminate the Agreement forthwith if the matter has not been remedied within 10 working days from the written notice has been given to the Party committing the breach.
17.2. In the event of bankruptcy, reconstruction, restructuring, liquidation, compulsory dissolution, acceptance of a composition, a contractual arrangement with creditors or the like, the other Party is entitled to terminate the Agreement with immediate effect.
17.3. If the Customer does not pay for the Service in accordance with clause 4 of the Agreement, Rejoose is entitled to disable access to the Service at a prior notice of 20 days. The Customer’s access is re-established only when amounts due have been received by Rejoose.
17.4. If Rejoose terminates the Agreement as a result of the Customer’s breach, including default on payment, Rejoose is entitled to keep the prepayment already made. If the Customer terminates the Agreement as a result of Rejoose’s breach the termination will be valid only for the future, and the Customer can only claim payment refunded as from the month in which the breach occurred.
18.1. The Parties agree that the Agreement has been concluded in accordance with Danish law and that any dispute between the Parties must be settled in accordance with Danish law.
18.2. The Parties shall endeavour to settle disputes amicably through negotiation. If a dispute cannot be settled amicably, both Parties are entitled to bring the matter before the Copenhagen City Court in the first instance.
- OTHER PROVISIONS
19.1. If a provision in the Agreement is declared illegal, invalid or unenforceable, the provision must in spite of this be enforced to the greatest extent possible in accordance with current legislation so that the Parties’ original intention reflected. Such a provision does not af fect the lawfulness or validity of other provisions.
19.2. Any provision in the agreement which according to its nature extends beyond the time when the Agreement ends in full or in part shall continue to apply and be binding on the Parties.
- CONFIRMATION AND SIGNATURE
By checking the box and processing payment, you accept these terms and conditions.
Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
If you have any questions about these Terms, please contact us.