Terms and Conditions (September 1. 2006)
1. Usage: The following conditions shall be in effect for any customer
using any form of product or services delivered by CrisWare, (Danish
business-number/CVR: 31860164), Nannasgade 28, DK-2200 Copenhagen,
Denmark and in this document called “CrisWare”.
2. Subscription: On the CrisWare homepage and within the subscription
agreement customer has to accept, it is described what is the specific
content and functionality of each Service provided by CrisWare. Further
details must be found on http://www.CrisWare.com.
2.1. Duration of subscription: The Subscription duration is described
in the Subscription Agreement. Any cancellation must be done in
writing. Invoices will be made with the current list prices.
2.2. Automatic upgrade of the subscription: In cases where the customer
uses the products and more users is added than specified within the
subscription agreement, CrisWare has the right to contact the customer,
to agree on a new number of licenses in use, so that the customer will
be invoiced for the correct number of users.
3. Accepting the agreement: By accepting the subscription agreement,
the customer must provide correct company name, address, zip code,
city, country, phone number, contact person and number of users.
CrisWare may use all such information in a secure and confidential way.
CrisWare has the right to use information from the account for general
statistical purposes. CrisWare has the right to provide any such
information to public authorities.
4. Canceling the subscription: The current/valid subscription period
must be specified on the subscription agreement. Subscription can only
be cancelled in writing one months notice before the end of the
subscription period. If the subscription is not cancelled the
subscription will automatically be renewed on the same terms and
conditions that are within the original subscription agreement.
CrisWare has the right at any time to cancel the subscription with a
one month written notice. In this case prepaid and not used
subscription fees will be credited to the customer. If CrisWare
implements new versions of the products with considerable less or fewer
functionality, the customer may cancel the complete agreement with a
one-month written notice. In this case prepaid and not used
subscription fees will be credited to the customer.
5. Customers liability: The Customer will provide CrisWare with all
technical data and all other information CrisWare may reasonably
request from time to time to allow CrisWare to supply the Service to
the Customer. All information the Customer supplies will be complete,
accurate and given in good faith. Such information will be treated as
Confidential Information under the terms of this Agreement. Should the
Customer fail to meet these obligations and disruption occur to the
Service then, in addition to CrisWare’s rights to suspend the Service,
CrisWare reserves the right to charge the Customer at CrisWare’s then
current rates for any remedial work, which becomes necessary as a
direct result of the Customer’s failure to meet these obligations. The
current rate at the Effective Date is twelve hundred Danish Kroner (DKK
1200 equiv. €160) per person per hour. The Customer recognizes that
information sent to CrisWare will pass through the Service and
accordingly the Customer that the Customer will:
* Comply with all relevant legislation applicable to use of the Internet; and
* Indemnify CrisWare against any liability to third parties
resulting directly from information passing through the Service from
the Customer.
The Customer agrees that the Customer will not use the Service for any
unlawful purpose or in breach of the laws of Denmark or any other law
applicable to the use of the Internet. These prohibited uses include,
but are not limited to: civil and criminal offences of copyright and
trademark infringement; or transmission or display or posting to a
bulletin board of obscene, indecent or pornographic material; or
commission of any criminal offence under the Computer Misuse Act 1990
or similar legislation in any country; or any transmission or display
or posting to a bulletin board of any material which is of a
defamatory, offensive, abusive, or menacing character or which causes
annoyance, inconvenience or needless anxiety to any other person; or
transmission or display or posting to a bulletin board of any material
in breach of the Data Protection Act 1998 (or any replacing statute)
dealing with data protection or similar legislation in any other
country or of any material which is confidential or is a trade secret;
or use of the Service in any manner which is a violation or
infringement of the rights of any individual, organization or company
within Denmark and elsewhere. The Customer agrees to indemnify CrisWare
against all and any losses, costs and expenses CrisWare may incur as a
direct result of any breach by the Customer. In addition to CrisWare's
termination rights set out below, CrisWare may, at any time and at
CrisWare’s sole option, suspend the Service until the Customer gives
suitable undertakings and provides security in terms satisfactory to
CrisWare to comply with the Customer's obligations hereunder or
terminate the Service if the Customer is in breach of any of the
obligations set out herein.
6. Changes in addresses etc.: If the Customer moves or if any changes
in the originally provided information are made, for whatever reason,
CrisWare must be informed of such changes in writing.
7. Limited liability:
7.1. Daily operations: CrisWare is not in any way responsible for any
direct or in-direct loss or damage to the Customer due to problems or
disturbances in CrisWare’s services. CrisWare does not accept any
liability due to attack by virus, worms or other security threads. In
the same way CrisWare is not responsible for any problems or
disturbances originating from its Internet providers COLT Telecom, TDC
(TeleDanmark) or any other provider of services to CrisWare. CrisWare
is not liable to content or usage of any information collected from the
Internet or by usage of the Internet.
7.2. Delays: CrisWare is not liable to any consequences – directly or
in-directly - due to any form of delays in CrisWare’s services.
7.3. Product liability: CrisWare does not accept any liability under or
in relation to this Agreement or its subject matter (whether such
liability arises due to negligence, breach of contract,
misrepresentation or for any other reason) for any loss of profits,
loss of sales or turnover, loss of or damage to reputation, loss of
contracts, loss of customers, loss of, or loss of use of, any software
or data, loss of use of any computer or other equipment or plant,
wasted management or other staff time, losses or liabilities under or
in relation to any other contract, indirect loss or damage,
consequential loss or damage, loss(es) directly or indirectly due to
product failure, network access by third parties; or special loss or
damage. For the purposes of this the term "loss" includes a partial
loss or reduction in value as well as a complete or total loss.
7.4. Force Majeure: Excepting any obligation to make payment hereunder
the obligations of each party under this Agreement shall be suspended
during the period and to the extent that such party is prevented or
hindered from complying with them by any cause beyond its reasonable
control including events such as, but not limited to: strikes;
lock-outs; labor disputes; act of God; war; riot; civil commotion;
malicious damage; compliance with any law or governmental order; rule;
regulation or direction; accident; loss of electrical power; loss of
telephone/internet/wide area network and similar infrastructure; fire;
flood; storm; materials, unavailability of goods or raw materials. In
the event of either party being so hindered or prevented, the party
concerned shall give notice of suspension as soon as reasonably
practical to the other party stating the date and extent of the
suspension and its cause and the omission to give such notice shall
forfeit the rights of that party to claim suspension. Any party whose
obligations have been suspended as aforesaid shall resume the
performance of those obligations as soon as reasonably practical after
the removal of the cause and shall so notify the other party. In the
event that the cause continues for more than thirty (30) days after
written notification as aforesaid either party may terminate this
Agreement in accordance with these terms and conditions.
8. Changes: CrisWare may at any time change the terms and conditions if notified one (1) month in advance.
9. Payment and Fees: The Service is charged on the basis of the number
of users using the product. CrisWare will give the Customer at least
thirty (30) days written notice of any increase in charges. CrisWare
shall invoice the Customer every 12 months, in advance, on or shortly
after charging commences and thereafter upon each anniversary thereof
until termination. Any invoice is due for payment in 14 days. The
initial invoice shall relate to the number of users required by the
Customer upon ordering the Service. The Customer will notify CrisWare
of any changes in the number of users using the Service that would
affect the charges for the Service. CrisWare will monitor the
Customer’s usage of the Service on a monthly basis and reserves the
right to make adjustments to its invoices or charges to ensure the
Customer’s aggregated payments remain in line with actual usage of the
Service on a monthly basis. Interest shall be chargeable on any amounts
overdue at the rate of one point five percent (1,5%) per month or part
thereof to run from the due date for payment until receipt by CrisWare
in full of the outstanding amount whether or not after judgment and
without prejudice to any other right or remedy of CrisWare including
the recovery of costs incurred in pursuing the outstanding debt. If an
invoice has been due more than fourteen (14) days, CrisWare will send
out past due and delinquent notices every fourteen (14) days until
three (3) notices have been sent or the full amount including interest
and expenses have been paid. Every notice adds a special service charge
of one hundred Danish Kroner (DKK 100 equiv. €14). If three (3) notices
have been sent out without full payment to CrisWare, the invoice will
be handed over to the court or our Attorney. Handing over the case to
our Attorney or the court will add another one hundred Danish Kroner
(DKK 100 equiv. €14) to the total amount and CrisWare will also
terminate the service for the Customer. Should the Customer pay the
total amount after the termination, two hundred Danish Kroner (DKK 200
equiv. €28) will be charged the Customer to reopen the service. The
charges shown in this Agreement are exclusive of any value added and
other applicable taxes. Such taxes will be added to any invoice for the
Service at the rate current at the date of the invoice.