EULA – TERMS OF SERVICE – DATA & MORE SOLUTIONS AND SERVICES
1. SCOPE AND ORDER OF PRECEDENCE
- These general terms of service (“Terms of Service”) comprise the services (“Services”) and the DATA & MORE solutions (“Solution”) provided by:
Data & More ApS
CVR no. 38185659, SOHO Business Center – Flæsketorvet 68
DK-1711 Copenhagen V (also the “Supplier”, “we”, “us” or “our” etc.)
- The Customer’s general terms of business do not apply to our delivery of Services.
- By subscription to the Supplier’s Services, the Customer agrees to and accepts the terms of these Terms of Service.
2. SUPPLIER’S PROVISION OF SERVICES
- The Supplier provides to the Customer – on the terms in these Terms of Service – a limited, non-transferable and non-exclusive license to the Solution to use the Services with designated users and data for internal usage only.
- The license is subject to the Customer and its designated users using the Services in accordance with these Terms of Service and any other written instructions provided by Supplier, e.g. guidelines, frequently asked question and instruction videos.
- The Service may execute one or more of the following actions to any data source connected to the Solution:
- Get access to the end-user account and data – granted by the end-user organisation
- Read datasets from the connected data sources and accounts on pre-defined intervals and store metadata and extracted data on the solution for compliance analysis, reporting, user interaction and data handling purposes
- The Solution has a search index for the duration of scanning and clean-up
- Skip areas that has been specifically agreed and has been set up in the solution in relation to the data source scanning
- Match the extracted datasets with the solution setup related to e.g. text libraries, algorithms, documents classes, other search content and false positives. These can be standard or client specific
- Compare and analyse the dataset with the retention rules and data policies for compliance identification purposes
- Send out personal emails with a link to the GDPR Non-compliance dashboard to end-users
- A personal GDPR Non-compliance dashboard where the end-user can assess and choose what data should be deleted automatically
- A quick view of the content in each of the data-sets
- Filter options and search functionality for the data-sets
- Deleting chosen data-sets
- The Services may be configured to the Customer’s individual need by the Supplier (or other parties) if specifically agreed between the Parties.
3. OPERATION AND MAINTENANCE OF THE SERVICES
- The Supplier shall render the Services to the Customer in accordance with these Terms of Service.
- The Supplier is not liable for any interruptions in operation that may occur in the transmission of data between the Supplier’s operations centre and the Customer, its internet domain(s) or licensed users, unless such interruptions are caused by errors in the Services.
- The Service will continuously be updated with new functionality without prior notice
4. REMEDIAL ACTIONS
- If no additional Service Level Agreement is agreed, the baseline support level is 3 days, and only by mail or ticket solution.
- Subject to section 5 below, the Supplier will try to remedy identified errors in the Services in new releases.
5. CUSTOMER’S USE OF THE SERVICES
- The Customer shall be responsible for the overall administration of the Customer’s license to use the Services, including, if relevant, allocation of licenses between the Customer’s designated users.
- The deletion of data is based on an active approval by the end user and is not the responsibility of the Supplier.
- The Supplier is not able to help re-creating any deleted data. These data will often be found in the back-up solution in the client infrastructure.
- The Customer may not:
- Break the technical limitations of the Services;
- Improperly delete, de-compile, reverse engineer, reverse compile, modify, translate or make any similar changes to the Services;
- Sell, rent, lease, distribute, sublicense, transfer or lend the Services to third parties;
- Make the Services available for use by third parties, including as a hosting or service provider unless agreed by the Supplier;
- Remove, modify or add information of the Supplier’s copyright, trademarks and/or property rights (including information on physical media); or
- In any way for commercial purposes or in a disloyal way link (actively or passively) to the Services.
- If a designated user authorized by the Customer uses the Services in violation of the Terms of Service or the Data Processing Addendum, the Supplier is entitled to exclude such designated user from the Services if the user does not immediately comply with the Supplier’s instructions upon notification thereof.
6. PERSONAL DATA
- With respect to all Personal Data entered, transferred or stored in the Solution, the Customer is the data controller, and the Supplier is the data processor (as defined in the GDPR).
- The Supplier’s processing of Personal Data on behalf of the Customer in relation to the Services is regulated by the Data Processing Addendum, which the Parties enter upon the Customer’s subscription to the Services together with these Terms of Service.
- The Supplier warrants to the Customer that in all material aspects the Services will work in accordance with the stated specifications and the specified functionality. However, the Supplier does not warrant that the Services will work without any interruptions or discontinuations or that the Services will always work perfectly. The Supplier does not warrant the quality or any specific result or outcome from the Customer’s use of the Services or any related services.
- The Supplier warrants to the Customer that the Supplier holds all permits, licenses, approvals etc. required for Supplier to sustain operation and maintenance of the Services in accordance with these Terms of Service.
- The Customer warrants to the Supplier that the Customer does not use the Services for collection, registration, storage, processing or manipulation of data in violation of any applicable legislation.
8. RIGHTS OF OWNERSHIP AND USE
- Within the scope of these Terms of Service, the Customer acquires a limited, non-exclusive, non-transferable right to access and use the Services and any related services provided by the Supplier to the Customer.
- With due respect of any third-party rights, the Supplier has and will maintain the full, undivided and unrestricted right of ownership and/or user right in all aspects of the Services. This also applies to the user manuals, reporting formats, modification or customization made to the Services, training material and other tangible and intangible assets and know-how which the Supplier has developed or which the Supplier subsequently may (perhaps in cooperation with the Customer) develop for the Customer’s use of the Services.
- The Customer has and will maintain full and unrestricted ownership to customer data provided to the Supplier as part of the Services and uploaded by the Customer in the Supplier’s IT tools in connection to the Customer’s use of the Services.
- Upon termination of the Service the Supplier will delete the Customer data (search index) in the Solution hosted by the Supplier. The Customer’s own data (e.g. mails, files, documents) stored in the Customer infrastructure will not be deleted.
9. INTELLECTUAL PROPERTY RIGHTS
- All rights of ownership and title to the Services – including intellectual property rights such as copyrights, design rights, patents, inventions, ideas, know-how and trademarks – remain the property of the. This includes all rights developed by or for the Supplier in the course of providing the Services, technical support or other services to the Customer.
- Nothing in these Terms of Service or in the cooperation between the Parties transfers ownership of any intellectual property rights in the Services to the Customer.
- The Parties accept not to disclose any Confidential Information to a Third Party. This non-disclosure obligation shall not apply to information which (a) a Party is obliged to disclose under applicable law, regulations or stock exchange rules; (b) information provided to the Customer’s client if such information originates from or regards such client; or (c) information which a Party can document has been created by the Party itself.
- The Parties shall ensure that employees and consultants who receive Confidential Information are obliged to accept a similar obligation regarding Confidential Information from the other Party and the cooperation in general in accordance with these Terms of Service.
- The Services can be terminated by the Customer according to termination clause at the purchase order.
- In case of the Customer’s gross violation of use of the Services, the Supplier may terminate the Services. If the Services are terminated due to the Customer’s misuse of the Services, the Supplier will still be entitled to the entire license fee according to the Contract.
12. BREACH AND COMPENSATION
- Data & More is in no way liable for indirect loss, consequential loss, loss of data or loss of time. Loss of earnings or defaulted earnings and/or savings are also considered indirect loss.
- The End Customer knows that the general rules of Danish law in relation to damages have thus been derogated from.
- the Supplier shall not be liable under or in connection with this License or any collateral contract for:
- loss of income;
- loss of business profits or contracts;
- business interruption;
- loss of the use of money or anticipated savings;
- loss of information;
- loss of opportunity, goodwill or reputation;
- loss of, damage to or corruption of data; or
- (any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
- LIMITATIONS TO THE SUPPLIER’S LIABILITY
- The Supplier’s obligation to compensate through damages and/or proportionate reduction of the monthly license fee or other fees is subject to the following limitations:
- The Supplier is at no time liable for and must at no time bear any part of the risk for the quality of any assessments, analysis interpretations, work results or output generated by using the Supplier’s Services.
- The Supplier shall not pay damage or compensate the Customer for any indirect or consequential loss, including, but not limited to, loss of expected earnings, expenses for remedial action of damage to or errors in data uploaded by the Customer, internal time spent by the Customer or third parties hired by the Customer on remedial actions, loss or reconstruction of data, or any loss resulting from the cover of purchases made.
- The maximum compensation which the Supplier may be ordered to pay to the Customer under the service licence agreement cannot exceed the highest amount of either (i) the monthly subscription (account user) licence fee paid during the latest twelve months prior to the month in which the damage has occurred or (ii) 15000 EUR
- Any disregard of the agreed limitations of liability is subject to the general rules of Danish law.
14. FORCE MAJEURE
- Neither Party is liable for any delay or defects because of circumstances beyond the reasonable control of the concerned Party (force majeure), including in the event of mobilisation, war, natural disasters, strikes/lockouts, restrictions with respect to use of power and/or communication lines, including power blackout and breakdown of communication lines, which the Party could not within reason have foreseen, avoided or overcome. In the event of force majeure, the Parties’ obligations are suspended as long the event is reasonably deemed to continue. Force majeure may only be claimed if the concerned Party has notified the other Party thereof no later than ten (10) days after the event of force majeure has occurred.
15. ASSIGNMENT AND SUBCONTRACTORS
- The Customer is not entitled to assign any rights and obligations under these Terms of Service to any third party without the prior written consent of the Supplier.
16. OTHER PROVISIONS
- Venue and choice of law
- These Terms of Service are governed by Danish law, excluding its conflict of law provisions.
- To the extent possible, the Parties must attempt to amicably resolve any dispute with respect to the application or interpretation of these Terms of Service through negotiations. Disputes, which cannot be amicably resolved by the Parties, must be brought before the ordinary courts of Denmark with the City Court of Copenhagen as agreed venue with access to referral and appeal in accordance with the Danish Administration of Justice Act.
- Unity and entirety of these Terms of Service
- These Terms of Service and the Data Processing Addendum form the complete agreement between the Parties and replace all previous oral and written agreements between the Parties.
17. CUSTOMER’S ACCEPTANCE OF THE TERMS OF SERVICE
- It is voluntary for the Customer to accept the Terms of Service and the Data Processing Addendum. However, if the Customer does not accept the Terms of Service and the Data Processing Addendum, the Supplier cannot make the Services available for the Customer.
- The Supplier is allowed to post a small note on the Supplier web-site that the Customer has signed the agreement
- “Confidential Information” means Personal Data and all information of a technical, commercial, infrastructural or similar nature, irrespective of whether this information has been documented, except for information which is or will be made available in another way than through breach of this Data Processing Addendum.
- “Customer”, “you”, “yours” etc. shall mean a free trial user or subscriber of Services provided by Data & More.
- “Data Controller” and “Data Processor” shall mean “controller” and “processor” respectively, as defined in the GDPR.
- “Data Processing Addendum” shall mean the Data Processing Addendum entered into between the Customer and Data & More in connection with the Customer’s free trial of or subscription to the Services. The Data Processing Addendum is available on the Supplier’s Websites.
- “GDPR” shall mean the General Data Protection Regulation (EU Regulation 2016/679 of 27 April 2016 on the protection of natural persons regarding the processing of personal data and on the free movement of such data.
- “Parties” shall mean the Customer and the Supplier jointly and each shall be referred to as a “Party”.
- “Personal Data” shall mean any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
- “Services” shall mean all services rendered by Data & More to the Customer, including, but not limited to the web search services available at gdprmail.dk and gdprscan.dk and other IT tools or software programmes developed by Data & More, hosting of data, support and helpdesk services etc.
- “Solution” shall mean any licenced software owned by Data & More
- “Websites” shall mean dataandmore.com or any related subsites and subdomains.
- “Subscription Date” shall mean the date on which the Customer signs up to the Services.