Subscription Terms and Conditions for OS Worker
1. ACCEPTANCE OF SUBSCRIPTION TERMS AND CONDITIONS
1.1 These subscription terms (hereinafter “Terms”) are agreed upon by ticking “Conditions” on the order form, by using the application or services, or otherwise indicating acceptance, and apply between Ordrestyring ApS, VAT number 33859724, (hereafter “OS Worker”) and the customer (hereafter “Customer”).
1.2 Audit firms, administration offices, and the like may also accept these Terms on behalf of the Customer, including by new subscription, provided that they warrant that necessary authority is in place, and that the Customer has been duly informed about the Terms in advance.
2. DURATION AND BILLING OF THE SUBSCRIPTION
2.1 The subscription takes effect upon order and continues until it is terminated in accordance with these Terms.
2.2 The first billing period runs from the date of the order unless otherwise agreed. Thereafter, billing is carried out periodically in advance, unless otherwise stated in the agreement or terms for the specific product.
2.3 The number of licenses in the subscription cannot be reduced during the ongoing billing period.
3. SCOPE AND USE OF THE SUBSCRIPTION
3.1 In accordance with these Terms, the Customer obtains non-exclusive access to use OS Worker (hereinafter collectively referred to as “the Application”), which is 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 run the Application except as software as a service.
3.2 The access to use the Application is exclusively for the Customer and their advisors, and the Application may not be used for anyone other than the Customer or to perform data processing or provide other services for anyone other than the Customer. The Customer warrants and has full responsibility for the third parties to whom the Customer grants access to the Application or who use the Customer's login details.
3.3 With the exception of what is stated in 3.2, the Customer is not entitled to transfer the subscription to a third party, either wholly or in part, or to grant access to the Application to a third party.
3.4 The Customer must ensure that the Application is not used in a way that could harm OS Worker’s name, reputation, or goodwill, or that is in violation of relevant legislation or other regulation.
4. PRICES AND PAYMENT TERMS
4.1 Payment terms are 8 days net from the invoice date unless otherwise agreed.
4.2 If the subscription is not paid on time, the Customer will be reminded of this. Continued non-payment results in OS Worker blocking access to the Application with notice. Access to the Application is reopened after payment is received unless OS Worker has terminated the subscription beforehand.
4.3 The Customer agrees that invoices and reminders are sent by email to the email address provided by the Customer. Invoices and reminders shall be considered delivered when they have been sent from OS Worker.
4.4 The prices valid at any time can be found on OS Worker's website and are subject to change by posting on the website with one month's notice. All prices are exclusive of VAT.
4.5 Prices may be index-adjusted each January and follow the national price index, however, a minimum of 1.5%.
5. TERMINATION
5.1 The Customer may terminate the subscription at the end of a billing period (unless otherwise stated in the description or terms for the specific service).
5.2 OS Worker may terminate the subscription without notice in the event of the Customer's material breach of these Terms or in the event of the Customer's bankruptcy or insolvency.
6. CUSTOMER DATA
6.1 The parties agree that the Customer owns and can freely dispose of their own data in the Application. The Customer can contact OS Worker to request the ability to export all files, data, etc. The Customer accepts that such export must be carried out before the end of the subscription. In the event that the subscription expires or is terminated by the Customer, OS Worker, where reasonable and commercially justifiable, aims to give the customer a period of 10 days after termination during which the export can be carried out.
6.2 OS Worker reserves the right to delete the Customer's data 90 days after the end of the subscription regardless of the reason, and OS Worker has no obligation to store data after this time.
6.3 OS Worker is entitled to retain the Customer's data after termination in order to use them in an anonymized form for statistics and analysis, in accordance with general practice in the General Data Protection Regulation.
6.4 OS Worker may, in very special cases where it is deemed safe and reasonable by OS Worker, for example from a depreciation consideration, grant third parties and authorities access to Customer data, including in connection with a court order, authority requirement, Customer's bankruptcy, death, or similar, however, not without written consent.
7. OPERATIONAL STABILITY
7.1 OS Worker strives for the highest possible operational stability but is not responsible for breakdowns or operational disruptions, including those caused by factors beyond OS Worker's control. This includes, but is not limited to, power outages, equipment failures, internet connections, telecommunication connections, or similar. The Application and service are provided 'as is' and OS Worker disclaims any warranty, assurance, endorsement, representation, or other terms, whether direct or indirect.
7.2 In the event of a breakdown or disruption, OS Worker aims to restore normal operation as quickly as possible.
7.3 Planned interruptions will preferably be scheduled between 9:00 PM and 6:00 AM CET. Should it become necessary to interrupt access to the Application outside of these hours, customers will be notified as much in advance as possible.
8. CHANGES
8.1 OS Worker is entitled to continuously update and improve the Application. OS Worker 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 provided by the Application.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 The Application and information provided from the Application, except for the Customer's data, are protected by copyright and other intellectual property rights and belong to or are licensed to OS Worker. Individually developed software also belongs to OS Worker, unless otherwise agreed in writing. The Customer must notify OS Worker of any current or potential infringement of OS Worker's intellectual property rights or unauthorized use of the Application that the Customer becomes aware of.
9.2 No transfer of intellectual property rights to the Customer occurs.
9.3 In relation to material uploaded by the Customer and all of the Customer's data, the Customer grants OS Worker and its suppliers a sufficient global license and permission for OS Worker to safely operate and manage the Application, fulfil its obligations, and conduct marketing to the Customer. The Customer warrants that the uploaded material does not infringe third-party rights and does not contain material that is offensive or in violation of relevant legislation or other regulations.
10. ASSIGNMENT
10.1 OS Worker has the right to assign its rights and obligations towards the Customer to an affiliated company or a third party.
10.2 The Customer agrees that OS Worker is entitled to use subcontractors in all respects, including for the operation and management of the Application and the storage of the Customer’s data.
11. OS WORKER'S LIABILITY
11.1 OS Worker disclaims any liability in relation to these Terms, services, or the use of the Application, whether arising in contract or tort, including for operational losses, consequential damages or other indirect losses, loss of data, losses based on product liability, or losses resulting from simple negligence.
11.2 OS Worker is not liable for third-party solutions that are available and/or integrated with the Application. Therefore, OS Worker cannot be held responsible for the accuracy, completeness, quality, and reliability of the information, nor for the results obtained through third-party solutions. Similarly, OS Worker cannot be held responsible for the availability, security, or functionality of third-party solutions, including for any damages and/or losses caused by third-party solutions. The Customer is responsible for proving that any loss suffered is not attributable to third-party solutions.
11.3 Regardless of the type of loss or the basis of liability, OS Worker's total liability is financially limited to the Customer's payment in the 12 months before the occurrence of the liable event, but in all cases, a maximum of DKK 10,000. The Customer agrees to indemnify OS Worker against product liability damages, third-party losses, and other claims from third parties as a result of the Customer’s use of the Application.
11.4 The Customer agrees to indemnify and hold OS Worker harmless against any claim or loss due to product liability, losses to third parties, or third-party liability to the extent that it arises from the Customer’s use of the Application.
12. CONFIDENTIALITY AND DATA SECURITY
12.1 OS Worker only processes the Customer's data according to their instructions and not for its own, unrelated purposes.
12.2 OS Worker is obliged to keep confidential all information it may obtain about the Customer and is not entitled to disclose such information to a third party unless such information is publicly available, or where OS Worker has received the information from a third party without confidentiality, or where OS Worker is obliged to disclose the information according to legislation or by order from an authority or court.
12.3 OS Worker has taken the necessary technical and organizational security measures to prevent information in the Application from being accidentally or unlawfully destroyed, lost, or deteriorated, and to prevent it from coming to the knowledge of unauthorized persons, being misused, or otherwise being processed in violation of the Personal Data Processing Act.
12.4 OS Worker provides, upon the Customer’s request and against payment of OS Worker's current hourly rates for such work, sufficient information for the 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 that relate to third-party information or services in relation to OS Worker, the Customer guarantees that the disclosure of such information and OS Worker's processing of such information does not infringe on rights or agreements with a third party. The Customer shall indemnify OS Worker against any loss in connection with this provision.
13. TERMS CHANGES
13.1 OS Worker is entitled to change these Terms in any respect. The Terms applicable at any time will be available on OS Worker's website. OS Worker intends to provide reasonable notice (1 month) in connection with any changes, by posting on the website. Use of the Application after a change in these Terms constitutes acceptance of such changed Terms. It is the Customer's obligation to continuously stay updated regarding changes to the Terms.
14. DISPUTES
14.1 These Terms are subject to Danish law, and any dispute arising from the subscription, including these Terms, shall be filed in the City Court of Copenhagen.
15. VALIDITY
15.1 These Terms are valid from 01-01-2024 and replace previous terms.