Subscription Agreement Terms and Conditions

 

Definitions

“Supplier”: Successteam ApS, company no. 4089 6325, Dampfærgevej 3, 2100 Copenhagen, Denmark

”Customer”: The organization that buys the service.

“Service”: The web-based Software-as-a-Service developed and sold by Supplier as “Successteam”.

“Authorized User”: A physical person in- or outside Customer’s organization, that Customer has authorized, and enrolled in Customer’s Successteam subscription plan.

“Confidential Information”: includes but is not limited to trade secrets, know-how, and any other information that a reasonable person would deem confidential.

“Subscription Fee” The applicable monthly fee based on the subscription type and number of users.

Agreement This Succesteam Subscription Agreement and the End-User Agreement(s) constitutes the entire agreement (hereinafter collectively referred to as the “Agreement”) between the parties and shall apply to all Customer’s use of the Service.

The Service is provided as a subscription, not sold, by Supplier to Customer, and nothing in this Agreement will be interpreted or construed as a sale or purchase of software.

Use right Subject to the terms and conditions in this Agreement, Supplier hereby grants to Customer a non-exclusive, non-transferrable, non-assignable, and worldwide right to access and use the Service as intended by Supplier.

This use right is only applied to Authorized Users enrolled in Customers subscription plan, and only for purposes within Customers internal business operations, i.e. not for the benefit of any other person or entity.

Intended Use The Service is intended to increase agility, happiness, and efficiency in Customers teams. Customer is solely responsible for ensuring that Customer’s Authorized Users only use the Service for the intended purpose.

Restrictions on Use Customer may not reverse engineer, disassemble, decompile or in any way work around any technical limitations. Customer may not rent, lease, lend, resell or in any way grant access to the Service to third parties except as expressly permitted in these terms and conditions.

Customer may not modify or create any derivative product(s) or services based on the Service. Customer may not combine or integrate the Service with any hardware, software or other technology not permitted by Supplier.

Legal Use Customer is solely responsible for ensuring that Customer’s and Customer’s Authorized Users’ use of the Service complies with the Agreement and all applicable legislation, including, but not limited to privacy, employment law, and union rules.

Intellectual Property Supplier and Customer agree that Supplier owns all rights, including, title, trademarks, copyright, and interests including all intellectual property rights to the Service and documentation. Supplier reserves to itself all rights to the Service not expressly granted to Customer in this Agreement.

Assignment Customer may not directly, or indirectly assign all or any part of this Agreement or Customer’s rights or obligations under this Agreement to a third party without Supplier’s written consent. Supplier may assign this Agreement in connection with a merger or change of control of Supplier, or the sale of all or substantially all of Supplier’s assets provided that any such successor agrees to fulfil its obligations pursuant to this Agreement.

Subscription Terms By entering into this Agreement, Customer agrees to a monthly recurring subscription at the current applicable monthly subscription fee.

The subscription will remain active until terminated in accordance with the terms in this Agreement.

Payment Payment for the Service is calculated on a monthly pro rata basis, based on the subscription type, number of users, and number of days each user is active. At the end of each month Customer will receive an invoice detailing the consumption.

Payment is to the credit or debit card submitted by Customer. Customer authorizes Supplier to store the necessary payment details, and charge Customer until the Subscription is terminated.

If payment is declined or for any reason insufficient, Supplier reserves the right to suspend the Service, or provide the Service and charge interest on any overdue balances for the period from the date on which payment became due, until the date on which payment is made. The interest rate is equivalent to the rates stated in the Danish Interest Act.

Force Majeure Neither Party shall be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labour disputes, embargoes, government orders or any other Force Majeure event. No party is entitled to terminate this Agreement in such circumstances.

If a party asserts Force Majeure as an excuse for failure to perform the parties’ obligation, the nonperforming party must prove that the party took reasonable steps to minimize delay or damages caused by foreseeable events, that the party substantially fulfilled all non-excused obligations, and that the other party was timely notified of the likelihood or actual occurrence of a Force Majeure event.

Suspension Any use of the Service, in breach of this Agreement, including unintended or illegal use, or Customer’s failure to meet any obligations in this Agreement, may result in Supplier suspending the Service. If Supplier suspends the Service, the Customer shall be notified immediately and given an opportunity to remedy such violation. If the Customer is unable to remedy the violation within 14 calendar days, Supplier is entitled to terminate the Agreement.

Liability The Parties are not in any event liable for any direct, consequential or other indirect losses. Data losses are considered indirect losses.

The above restrictions apply only if the loss is not attributable to gross negligence or wilful conduct by the damaging party. The foregoing does not regulate the conditions concerning losses in connection to delay.

The total liability shall in no event exceed the total fees paid to Supplier under this Agreement during the past 12 months.

Customer and Customer’s Authorized Users are obligated to keep confidential any usernames and passwords provided to them by Supplier. The Customer shall be liable for any misuse of the said usernames and passwords, regardless if such misuse is caused by the Customer, End-Users or a third party having obtained possession of the Customer’s or End-Users’ credentials.

Data ownership: Customer shall retain ownership of all data submitted to the Service but will share necessary data with Supplier for the purposes of Suppliers 1) provision of the Service and/or 2) further development of the Service.

Data Protection Both Parties shall cooperate to ensure compliance with applicable Data Protection legislation. Supplier warrants that all Customer data will be stored within the EU/EEA, and all processing of personal data is handled in accordance with the Successteam Privacy Notice

Notices All written notices between the Parties shall be delivered by e-mail.

Updates Supplier reserves the right to upgrade, modify, replace, or reconfigure the service at any time upon at least 14 calendar days’ notice, for changes that significantly may affect the use of the service. Any future release, update, or other addition to functionality of the service shall be subject to these terms.

Accessibility and Uptime Supplier endeavours to ensure that the Service is available 24/7, however, Customer accepts that Supplier does not warrant that the Service will be uninterrupted or error-free. The Service is provided on an “as is” and “as available” basis, without any warranties to the fullest extent permitted by law.

Severability Should any term or condition hereof be declared illegal or otherwise unenforceable, it shall be severed from the remainder of this Agreement without affecting the remaining sections.

Survivability The sections on confidentiality, liability, payment, reference, and dispute shall survive any termination of this Agreement.

Acceptance and Termination This Agreement is entered into by Customers electronic acceptance of these Agreement terms on Suppliers webpage and is concluded upon Customers receipt of the confirmation e-mail from Supplier. The Agreement is valid until terminated by one of the parties in accordance with the applicable terms.

Termination for convenience The subscription can be terminated with immediate effect. Upon Subscription cancellation, Customer will be invoiced for the usage up until cancellation, and the workspace is downgraded to the free plan.

Termination for cause In the event of breach of this Agreement by either Party, the non-defaulting Party may give written notice of such default. If such notice is given, and the default is not cured within 30 business days following receipt of the notice, then this Agreement shall automatically terminate.

Dispute Any dispute between Customer and Supplier must be settled under Danish law, with the exception of CISG, the District Court in Copenhagen as the agreed venue, with usual reference and appeal rights.