Subscription Terms for Validi Clinic System (owned by INDEE ApS)
1. ACCEPTANCE OF SUBSCRIPTIONS AND CONDITIONS
1.1 This subscription terms (hereinafter “Terms”) are accepted by the use of the application or services or by otherwise acknowledging their acceptance, and apply between INDEE ApS, CVR number 36411430, Carl Johans Street 12, 2100 Copenhagen Ø (hereinafter “INDEE” ) and the customer (hereinafter “the Customer”). If the Customer is a legal person, these terms are accepted on behalf of the Customer. This service is business to business.
1.2 Auditing companies, administrative agencies and the like may additionally accept these Terms on behalf of the Client, including by new subscription, thereby providing for the necessary power of attorney and the Customer has been duly informed about the Terms.
2. DURATION AND INVESTMENT OF THE SUBSCRIPTION
2.1 The subscription will enter into force upon order and expire until terminated in accordance with these Terms.
2.2 First billing period runs from the order date to the end of the current month. After that, you will be billed monthly in advance, unless otherwise agreed by the agreement or terms of the specific product.
2.3 After ordering, new customers have a 14-day cancellation right.
3. SCOPE AND APPLICATION OF SUBSCRIPTION
3.1 In accordance with these Terms, the Client will obtain a non-exclusive access to the Clinic Program and selected Supplementary Modules (hereafter under an “Application”) made available online as software as a service. The Customer does not acquire the Application or a copy or part thereof and does not obtain a license to settle the Application except as software as a service.
3.2 The Customer’s Subscription allows the Customer to use the Application for the number of entries, users, add-ons, etc., as evidenced by the specific products. If the Customer requires additional capacity or functionality, the subscription will automatically be upgraded using such additional entries, users, additional modules, etc., and Customer agrees that the price will be increased accordingly.
3.3 In the Application itself or on the Validi.eu website there is an overview of the subscription type and selected additional modules. For some features, services and additional modules, there may be associated self-contained terms that must be accepted in addition to these Terms before they may be used.
3.4 The access to the Application applies exclusively to the Customer and its advisors, and the Application may not be used for any other than the Customer or to provide data processing or provide other services to anyone other than the Customer. The Customer implies and is fully responsible for the third parties that the Customer gives access to the Application or who uses the Customer’s login details.
3.5 Except as provided in 3.4, 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.
4. PRICES AND PAYMENT CONDITIONS
4.1 Payment terms are 8 days net from invoice date.
4.2 If your subscription is not timely, you will be shipped 1 free of charge 7 days after the due date of the invoice. If the subscription is still not paid, sent 10 days later, 2 charges with a fee of DKK 150.00. If payment still is not received within 7 days after the 2, the access to the Application will be blocked. Access to the application will reopen after receiving payment unless INDEE has previously canceled the subscription.
4.3 Customer agrees that invoices and returns are sent by mail. E-mail to the e-mail address provided by the Customer must be considered delivered when shipped by INDEE.
4.4 The current prices can be found on the Validi.dk website and can be changed by posting on the website with one month’s notice. The same applies to changes to the composition and content of subscription types and additional modules. All prices are excl. VAT.
5.1 In the Application, the Customer may terminate the Subscription, Subscription Deduction, and / or Optional Add-on Modules by the end of the month (unless otherwise stated in the Description or Terms of the Specific Performance).
5.2 INDEE may terminate the subscription with 1 month notice or without notice at the Customer’s material breach of these Terms or the Customer’s bankruptcy or insolvency.
6. CUSTOMER DATA
6.1 The parties agree that the Customer owns and may freely dispose of their own data in the Application. The application allows the Customer to export all cartoons, data, etc. through the application’s export function, and the Customer agrees that such exports must be carried out by the Customer prior to the termination of the subscription. In the event that the subscription expires or is terminated by the Customer, INDEE, where reasonably and commercially sound, intends to provide the customer with a period of 10 days after termination where the export function may be used.
6.2 INDEE reserves the right to delete Customer’s data 90 days after the end of the subscription for any reason, and INDEE has no obligation to store data after that date.
6.3 INDEE may, in exceptional cases where, in the opinion of the INDEE, be judged to be reasonable and reasonable, for example, from a loss of value, provide third parties and authorities with access to Customer’s data, including in connection with convictions, governmental requirements, bankruptcy, death, or the like.
7. OPERATING STABILITY
7.1 INDEE strives for maximum operational stability, but is not responsible for breakdown or malfunction, including operational malfunctions caused by factors beyond INDEE’s control. This means, inter alia, power failure, equipment failure, Internet connections, telecommunications connections or the like. The application and service are provided as it is and INDEE disclaims any warranty, insurance, indemnity, claim or other terms, whether directly or indirectly.
7.2 In case of breakdown or interruption, INDEE aims to restore normal operation as soon as possible.
7.3 Scheduled interruptions will preferably be located at the time at. 21.00-06.00 CET. Should it be necessary to discontinue access to the Application without the specified time, this will be notified in advance to the extent possible.
8.1 INDEE is entitled to continuously make updates and improvements to the Application. INDEE 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 submitted by the Application.
9. IMMATERIAL RIGHTS
9.1 The application and information submitted from the Application except Customer’s data is protected by copyright and other intellectual property rights and belongs to or is licensed to INDEE. Individually prepared software also belongs to INDEE, unless otherwise agreed in writing. The Customer shall notify INDEE of any current or potential violation of INDEE’s intellectual property rights or unauthorized use of the Application that the Customer becomes acquainted with.
9.2 There is no transfer of intellectual property to the Customer.
9.3 In respect of any material uploaded by the Customer and all Customer’s data, the Customer gives INDEE and its suppliers a license and global license sufficient to INDEE properly settle and operate the Application and fulfill its obligations and make marketing to Customer. . Customer assumes that the material being uploaded does not infringe third party rights and does not contain material that may be offensive or violates applicable laws or regulations.
10.1 INDEE has the right to assign its rights and obligations to the Customer to a group-related company or third party.
10.2 The Customer agrees that INDEE is entitled to use subcontractors in all circumstances, including the completion and operation of the Application, and for the storage of Customer Data.
11. RESPONSIBILITY OF INDEX
11.1 INDEE disclaims any liability in relation to these Terms, Services or Use of the Application, whether arising in contract or non-contractual terms, including for operating loss, consequential damages or other indirect loss, loss of data, loss due to product liability or loss has arisen as a result of simple negligence.
11.2 INDEE is not responsible for the third party solutions that are available and / or integrated with the Application. INDEE can not be held liable for the accuracy, completeness, quality and reliability of the information, nor the results obtained through these third party solutions. Similarly, INDEE can not be held liable for the availability, security or functionality of third party solutions, including possible damages and / or loss caused by third party solutions. It is incumbent upon the Customer to prove that a loss suffered by the Customer can not be attributed to third party solutions.
11.3 Regardless of the type of loss or liability, INDEE’s total liability is limited to the Customer’s payment for 12 months prior to the liability of the liability, in any event, at least DKK 2,000. Customer undertakes to indemnify INDEE for product liability damages, third party loss and other third party claims as a result of Customer’s use of the Application.
11.4 The Customer agrees to indemnify INDEE against any claim or loss arising from Product Liability, Third Party Loss or Third Party Liability, to the extent that it arises from Customer’s use of the Application.
11.5 INDEE undertakes to comply with the personal data regulation currently in force. You can read more here on the Chamber of Commerce’s website.
12. MERCHANTABILITY AND DATA SAFETY
12.1 INDEE only treats the Customer’s data, according to its instructions and thus not for its own unauthorized purpose.
12.2 INDEE has confidentiality of all information INDEE may have about the Customer and is not entitled to disclose such information to third parties unless such information is publicly available or where INDEE has obtained the information from a third party outside of confidentiality, or where INDEE is required to disclose the information in accordance with legislation or upon instructions from an authority or court.
12.3 INDEE has taken the necessary technical and organizational safeguards against the fact that information in the Application is accidentally or illegally destroyed, lost or impaired, and against disclosure, misused or otherwise treated in violation of the Personal Data Processing Act.
12.4 INDEE provides at the Customer’s request – and against payment of INDEE at any time applicable hourly rates for such work – sufficient information to enable Customer to ensure that the aforementioned technical and organizational security measures have been taken.
12.5 To the extent that the Customer uses information, usernames or passwords relating to third party information or services in relation to INDEE, the Customer agrees that disclosure of such information and INDEE’s processing of such information does not infringe rights or agreements with third parties. The Customer shall indemnify INDEE for any loss in connection with this provision
13. TERMS AND CONDITIONS
13.1 INDEE is entitled to amend these Terms in all respects. The current terms and conditions will be available on Validi’s website. INDEE intends to provide reasonable notice (1 month) in connection with any change, by posting on the website. Use of the Application after a change of these Terms constitutes acceptance of such changed Terms. It is the Customer’s obligation to keep up to date on changes to Terms.
14.1 These Terms are subject to Danish law and any dispute arising from the subscription, including these Terms, must be established at the Copenhagen City Council.
15.1 These Terms are valid from 09-09-2015 and supersede prior terms.
The subscription agreement is concluded with the company:
Carl Johans Street 12
DK-2100 Copenhagen Ø
Tel .: 71 99 37 71