Terms and Conditions – Subscription terms for shasaf

1. ACCEPTANCE OF SUBSCRIPTION TERMS AND CONDITIONS

1.1 These subscription terms (“Terms”) are accepted by ticking “I have read and accept subscription terms” on the order form, by using the Application or services or by otherwise expressing acceptance thereof and applies between shasaf ApS, CVR: 41154624, Strandkærvej 30, 1., 8700 Horsens, Denmark (hereinafter referred to as “shasaf”) and the customer (hereinafter referred to as “Customer”). If the customer is a legal person, these Terms are accepted on behalf of the Customer. This solution is business to business and there are no plans to create a contract with every consumer. If you are a consumer and want to subscribe to the Application, you must first contact us at hello@shasaf.com.

1.2 Auditing firms, law firms, management companies and the like may also accept these Terms on behalf of the Customer. This could be in relation to new subscriptions, and thus they represent that they have the necessary authority to do so and that the Customer has been duly informed of these Terms before acceptance.

2. SUBSCRIPTION PERIOD AND INVOICING

2.1 The subscription takes effect after the order has been placed and continues to be in effect until terminated in accordance with these Terms.

2.2 The first billing period runs from the order date to the last day of the relevant subscription period. After this, invoicing takes place monthly in advance, unless otherwise stipulated in a separate agreement or terms for the specific product. Invoice and payment link will be sent to the e-mail specified when registering. Invoices are also available to the administrator after login.

2.3 After placing the order, new customers have the right to cancel the order free of charge within a period of 14 days. However, this only applies to subscriptions to the Application. Any separate development assignments (including branding, etc.) are not covered by this right.

3. SCOPE AND USE OF SUBSCRIPTION

3.1 In accordance with these terms and conditions, the customer is granted a non-exclusive, limited right to use the shasaf solution (cloud based software as a service) and selected additional modules (combined with the “Application”), which are made available online as software that is a service for the purposes described by the Application. The Customer does not acquire the Application or copies or parts thereof and is not granted a license to use the Application in any way other than as a software service.

3.2 The Customer’s subscription entitles the customer to use the Application with the number of virtual circles, users, amount of data, additional modules, etc. specified for each product group. If the Customer needs further capacity or functionality, then upon the use of any additional virtual circles, users, data or modules by the Customer or upon any acceptance by shasaf of any requested increase to virtual circles, users, data or modules, the subscription will be upgraded automatically and the Customer will agree to pay the consequential increase in the subscription at the current rates for such virtual circles, users, data and modules.

3.3 The program itself or shasaf’s website provides a list of subscription types and selected additional modules. Some functionalities, services and additional modules may be subject to separate terms and conditions, which must be accepted in addition to these Terms and Conditions before use.

3.4 Only the Customer and its representatives are entitled to use the program, and the program may not be used for or on behalf of any other parties or for data processing or the provision of services for other parties than the Customer. The Customer agrees to be fully responsible and liable for any third parties that are given access to the program by the Customer or who use the Customer’s login details.

3.5 Other than as set out in 3.4, the Customer is not entitled to assign the subscription or grant access to the Application, whether in full or in part, to any third party.

3.6 The Customer must ensure that the Application is not used in any manner which reflects adversely upon the name, reputation, and/or goodwill of shasaf or in breach of any applicable law or regulation.

4. PRICES AND TERMS OF PAYMENT

4.1 The terms of payment are net immediately upon invoice date.

4.2 If the subscription fee is not paid when due, reminder 1 will be sent 7 days after the invoice due date without a reminder fee. If the subscription fee remains unpaid, reminder 2 will be sent 10 days later and a reminder fee of DKK 250 will be charged. If payment is still not received within 7 days after reminder 2, access to the Application will be blocked. Access to the Application will be unblocked after receipt of payment, unless shasaf has already canceled the subscription.

4.3 The Customer accepts that invoices and reminders sent by email to the email address provided by the Customer will be deemed delivered when sent by shasaf.

4.4 The prices, rates and subscription types can be found on shasaf’s website and may be changed at the end of each quarter with one month’s notice. All prices are excluded VAT, which will be applied at the prevailing rate.

4.5 The entered credit card will be used for charging the subscription payment. A credit card can be removed but will result in a deactivation of the subscription at the end of the subscription period. A new credit card can and must be added at the end of the existing subscription period through a link from the administrator login to the invoice and payment portal.

5. TERMINATION

5.1 By using the Application, the Customer may terminate the subscription, reduce the services subscribed to and remove additional modules each with effect from the last day of the current subscription period (unless otherwise stated in the description or terms and conditions of the specific service or module). However, the customer can always extend (upgrade) with one day’s notice.

5.2 shasaf is entitled to terminate the subscription at the end of any calendar month by giving more than 6 months’ notice or immediately upon written notice if the Customer commits a material breach of these Terms or becomes insolvent or has a receiver or administrator appointed over its assets.

6. CUSTOMER DATA

6.1 As between the parties, the Customer will own all data it provides to shasaf or the Application. The Application permits the Customer to export records and data held by the Application and the Customer agrees to export all data prior to termination of the subscription. Where the subscription expires or is terminated by the Customer, shasaf will use reasonable commercial endeavors to permit the Customer to use the export function in the period of 10 days after such termination.

6.2 shasaf reserves the right to delete Customer data 30 days after termination of the subscription regardless of the reason for termination, and shasaf is not obligated to store any Customer data after such time.

6.3 shasaf will be entitled to store Customer data after termination in anonymized form for statistical and analytical purposes only.

6.4 shasaf may disclose Customer data to third parties and public authorities where such disclosure in shasaf’s opinion is justifiable and reasonable, e.g. to avoid a loss of value, including in connection with judgments, public authority orders, the Customer’s bankruptcy, death or the like.

7. OPERATIONAL STABILITY

7.1 shasaf strives towards the highest possible operational stability, but shall not be responsible or liable for any breakdowns or service interruptions, including interruptions caused by factors beyond shasaf’s control, such as power failures, defective equipment, Internet connections, telecoms connections or the like. The Application and the service are provided “as is” and shasaf expressly disclaims any further representations, warranties, conditions or other terms, express or implied, by statute, collaterally or otherwise, including but not limited to implied warranties, conditions or other terms of satisfactory quality, fitness for a particular purpose or reasonable care and skill.

7.2 In the event of an interruption of service, shasaf will use reasonable commercial endeavors to restore normal operations as soon as possible.

7.3 Planned interruptions will mainly take place between 9:00 PM – 6:00 AM CET. If it becomes necessary to interrupt access to the Application outside this period of time, the Customer will be notified in advance, as far as possible.

8. CHANGES

8.1 shasaf may update and improve the Application on a continuous basis. shasaf may also change the composition and design of the Application and services. Any such updates, improvements and changes may be with or without notice and may affect services, including information and data uploaded to or provided by the Application.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 The Application and any information provided by it, other than the Customer’s data, is protected by copyright and other intellectual property rights and is owned by or licensed to shasaf ApS. Individually prepared software also belongs to shasaf, unless otherwise agreed in writing. The Customer must notify shasaf of any actual or suspected infringement of shasaf’s intellectual property rights and any unauthorized use of the Application that the Customer is aware of.

9.2 No intellectual property rights are assigned to the Customer.

9.3 In relation to any and all material uploaded by the Customer and any and all Customer data, the Customer grants to shasaf, its suppliers, and partners permission and global license that is sufficient for shasaf in order to justifiably execute and run the Application and fulfills its obligations. The Customer warrants that no uploaded material will infringe third party rights and will not contain any material that is perceived as offensive or in breach of any applicable law or regulations.

10. ASSIGNMENT

10.1 shasaf is entitled to assign its rights and obligations vis-à-vis the Customer to a group company or to a third party.

10.2 The Customer accepts that shasaf is entitled to use subcontractors in all matters, including for the implementation and operation of the Application and the storage of Customer data.

11. SHASAF’S LIABILITY

11.1 shasaf disclaims all liability in connection with these Terms or the use of the Application regardless of this occurring with or without a contract, including operational loss, collateral damage, indirect damage, loss of data, loss due to product responsibility or loss arisen due to simple negligence. This also includes (a) consequential, indirect, or special loss or damage; or (b) any loss of goodwill, reputation or data; or (c) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings). In each case whether advised of the possibility of such loss or damage and howsoever incurred.

11.2 shasaf is not liable for third party solutions that are available via and/or integrated with the Application, including information, feeds, electronic signature, etc. Consequently, shasaf cannot be held liable for the correctness, completeness, quality, and reliability of the information or for the results which are achieved by means of such third-party solutions. Moreover, shasaf cannot be held liable for the availability, security, or functionality of such third-party solutions, including for any damage and/or loss caused by such third-party solutions. The Customer is responsible for proving that a loss or damage suffered by the Customer is not attributable to any third-party solutions.

11.3 Regardless of the type of loss or the basis of liability, shasaf’s total liability in terms of value is limited to the Customer’s payment during the period of 12 months before the actionable event occurred., however, in all cases cannot exceed DKK 10,000. The Customer undertakes to indemnify shasaf against any costs due to product liability loss, third party loss, or other third party claims due to the Customer’s use of the Application.

11.4 The Customer agrees to indemnify Shasaf against any claim or loss due to product liability, loss to third parties or liability to third parties, to the extent that it arises from the Customer’s use of the Application.

11.5 Nothing in this Agreement will exclude or limit liability for death or personal injury or for fraud.

12. DUTY OF CONFIDENTIALITY AND DATA SECURITY

12.1 With regard to the processing of Personal Data, which the Customer uses as the Data Controller in the Application, the provisions of the Data Processor Agreement between shasaf and the Customer apply. Regarding shasaf’s processing of Personal Data, please refer to the Privacy Statement. shasaf has a duty of confidentiality regarding all data that shasaf may come to obtain about the Customer.

12.2 To the extent that the Customer uses information, user names or passwords, that are related to a third party’s information or services in relation to shasaf, the Customer will warrant that the provision of such information and shasaf’s processing of such information will not breach the rights or agreements with a third-party. The Customer must indemnify shasaf for all loss in connection with this provision.

13. CHANGE OF TERMS AND CONDITIONS

13.1 shasaf may update these Terms from time to time. The current version of the Terms in force from time to time are available on shasaf’s website. shasaf will endeavor to provide reasonable notice (1 month) of any changes by posting such changes on the website. Further use of the Application after any change to the Terms will be deemed to be acceptance of such Terms. It is the Customer’s responsibility to regularly keep updated on any changes to these Terms.

14. DISPUTES

14.1 These Terms will be construed in accordance with the laws of Denmark and each party hereby irrevocably submits to the non-exclusive jurisdiction of the courts of Denmark.

15. GENERAL

15.1 Relationship.
Nothing in this Agreement will be deemed to create a partnership or joint venture or contract of employment of any kind between the parties. Nor will it be deemed to grant any authority not expressly set out in the Agreement or create any agency between the parties.

15.2. Content and Your Conduct
A. Content
You understand and agree that your use of the Application is in compliance with the General Data Protection Regulation (EU GDPR). “Content” means any information that may be generated or encountered through use of the Application, such as data files, written text, graphics, photographs, videos, messages, and any other like materials. You understand that all Content is the sole responsibility of the person from whom such Content originated. This means that you, and not shasaf, are solely responsible for any Content you upload, download, post, email, transmit, store, or otherwise make available through your use of the Application. You understand that by using the Application you may encounter Content that you may find offensive, indecent, or objectionable, and that you may expose others to Content that they may find objectionable. shasaf does not control the Content posted via the Application, nor does it guarantee the accuracy, integrity, or quality of such Content. You understand and agree that your use of the Application and any Content is solely at your own risk.

B. Your Conduct
You agree that you will NOT use the Application to:
a. upload, download, post, email, transmit, store or otherwise make available any Content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable;
b. stalk, harass, threaten, or harm another;
c. if you are an adult, request personal or other information from a minor (any person under the age of 18 or such other age as local law defines as a minor) who is not personally known to you, including but not limited to any of the following: full name or last name, home address, zip/postal code, telephone number, picture, or the names of the minor’s school, church, athletic team or friends;
d. pretend to be anyone, or any entity, you are not. you may not impersonate or misrepresent yourself as another person (including celebrities), entity, another shasaf user, a shasaf employee, or a civic or government leader, or otherwise misrepresent your affiliation with a person or entity (shasaf reserves the right to reject or block any shasaf user who could be deemed to be an impersonation or misrepresentation of your identity, or a misappropriation of another person’s name or identity);
e. engage in any copyright infringement or other intellectual property infringement (including uploading any content to which you do not have the right to upload), or disclose any trade secret or confidential information in violation of a confidentiality, employment, or nondisclosure agreement;
f. post, send, transmit or otherwise make available any unsolicited or unauthorized email messages, advertising, promotional materials, junk mail, spam, or chain letters, including, without limitation, bulk commercial advertising and informational announcements;
g. forge any TCP-IP packet header or any part of the header information in an email or a news group posting, or otherwise putting information in a header designed to mislead recipients as to the origin of any Content transmitted through the Service (“spoofing”);
h. upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Application (or any part thereof), or any other computer software or hardware;
i. interfere with or disrupt the Application (including accessing the Application through any automated means, like scripts or web crawlers), or any servers or networks connected to the Application, or any policies, requirements or regulations of networks connected to the Application (including any unauthorized access to, use or monitoring of data or traffic thereon);
j. plan or engage in any illegal activity; and/or
k. gather and store personal information on any other users of the Application to be used in connection with any of the foregoing prohibited activities.

15.3 Validity.
These Terms become effective on January 1, 2020 and supersede all previous terms and conditions.