Rev 5, 20 MAY 2018
Bontii IVS (hereinafter "BO") is a company incorporated in Denmark with registered office on:
VIES VAT-number: DK-3930 0699
BO's business activities involve providing seamless access to software services through hosted services on the web. These terms and conditions (hereinafter "BOTC") apply to the User's use of Bontii-software and Hosted Services as defined below.
1.1 "Agreement" shall mean the agreement between BO and the User regarding BO’s Software including these BOTC.
1.2 "Bespoke Apps" shall mean extensions of functionality, modification or adaptation of the Software
1.3 "User" shall mean the entity mentioned in the Bontii service delivery document with which BO has entered into the Agreement concerning the delivery of Software and Hosted Services.
1.4 "Software" shall mean any software provided to the User by BO including Bespoke apps.
1.5 "Hosted Services" shall mean any Software and services provided through the web at specific URLs provided by BO in accordance with the Agreement.
1.6 "Price List" shall mean BO's price list (as amended from time to time) or actual prices offered to the User for the Hosted Services. BO is entitled to change the Price List with a 30 days' written notice to the User.
1.7 "Week Days" are Danish week days, excluding Saturdays, Sundays, Danish public holidays and Danish bank holidays.
1.8 "End-Of-Life" is defined in clause 8.2 of these BOTC.
1.9 "Service Fee" is defined in clause 10.1 of these BOTC.
1.10 "Service Fee Calculation" is defined in clause 10.1 of these BOTC.
1.11 "BOTC" are these General Terms and Conditions, which form part of the Agreement.
1.12 "Faults" are set out in clause 12.2 of these BOTC.
1.13 "Critical Faults" are set out in clause 12.4 of these BOTC.
1.14 "Non-critical Faults". are set out in clause 12.4 of these BOTC.
1.15 "Minor Faults" are set out in clause 12.4 of these BOTC.
1.16 "Back-up Copy" is set out in clause 17.1 of these BOTC.
1.17 "Important Uploaded Data" is set out in clause 20.6 of these BOTC.
1.18 "Service Levels" are defined in clause 6.1 of these BOTC.
1.19 "LSA" is the local support agent(s) appointed by the client. The client must appoint one or two named individuals who will be the primary point of contact for BO. If an appointed LSA is no longer available, the client must ensure that a new named individual is appointed and that BO is duly informed.
2. Scope of the Agreement
2.1 Any use of the Online Services is subject to the provisions of the Agreement. The User is considered to have assented to the BOTC, whether or not previously received, upon accepting delivery by BO.
2.2 Notwithstanding the foregoing, access to the Hosted Services is subject to the User signing the Bontii service delivery document and thus accepting these BOTC. The Agreement shall be signed by a person who is authorised to sign on behalf of the User.
2.3 The Agreement states the terms and conditions for (i) the User's licence to the Hosted Services and (ii) the provision of Hosted Services by BO. BO will provide the Hosted Services, and the User is entitled to use the Hosted Services for which (i) the applicable fees have been paid and (ii) a valid licence has been granted.
2.4 According to the selected Hosted Services and in consideration of the applicable fees paid by the User, BO shall provide the Hosted Services as set forth in the Agreement.
3.1 BO grants the User a time-limited, non-exclusive, non-transferable licence to use the Hosted Service specified in the Agreement and any updates hereto supplied under the Agreement solely for the User's internal business.
3.2 The User is not entitled himself or through others to (i) copy all or any part of the Software, (ii) modify or make changes to the Software, (iii) decompile or disassemble the Software, or (iv) lend, lease, sub-license, distribute or hire out the Software in other ways than permitted by compulsory legislation or as specifically agreed in writing with BO.
3.3 The User is not entitled to source code or to make such source code to Software or Hosted Services available to any third party without the prior consent of BO.
3.4 The User may not remove, conceal or alter any copyright notices contained in the Software or Hosted Services, in any information or other material provided by BO and/or any information or other material provided as a result of the Software.
3.5 The licence is at any time conditioned that the User is not in arrears with any payment to BO.
4. Access to Hosted Service and delivery of Bespoke Apps
4.1 After receiving creating a user on the Bontii platform the User will have access to all free areas on areas which the User signs up for
4.2 Each user account is strictly personal.
4.3 The User ensures that its users are informed that they must keep their personal login and password confidential.
4.4 BO is entitled to access the Hosted Services at any time to check and count the number of active users in the various user levels (e.g. admin, public, read only) in order to adjust the Service Fee and support fee.
4.6 The User and any individual user shall use the Hosted Services in accordance with the Agreement.
4.7 The User has the sole responsibility for the User's own IT systems and their compatibility with the Software and Hosted Services. BO grants no guarantee that the Software and/or Hosted Services will function with the User's IT systems. The User is solely responsible for attaining relevant specifications concerning the Software and Hosted Services and its interoperability with the User's systems.
5.1 BO is available for support by email, email@example.com. Email information can also be found on BO's website: https://bontii.dk. BO will employ best efforts to respond to support requests within 24 hours where practicable, but in no event shall BO fail to respond to such requests within a commercially reasonable time.
5.2 Unless described elsewhere support is free for all Bontii User.
5.3 All Users must always report malfunctions to BO.
6.1.1 BO shall use all commercially reasonable endeavours to make the Hosted Services available at least 99.95% calculated over a period of any given calendar month, i.e. not rolling 30 days ("Service Levels").
6.1.2 Weekdays from 23.00 to 06.00 (User's local time) is considered a service window, during which Software and Hosted Services maintenance can be performed, potentially resulting in downtime which shall not be included in the calculation of the Service Levels.
6.1.3 BO is not responsible for downtime which is an effect of actions not controlled by BO. These actions can among other things be breakdown of public data networks, fire, water damage, conditions concerning buildings and technical installations and consequences of inavailability of User's other systems, see clause 8.2.
6.1.4 Downtime is regarded from the time where the surveillance systems of BO recognise that the Hosted Services are not available or from the time where BO receives a notification from the User hereof until the Hosted Services are available to the User again.
6.1.5 The User shall inform BO of any down time as soon as possible.
6.1.6 If the downtime is an effect of actions which are not controlled by BO, BO shall inform the User hereof as soon as possible.
6.2 Server and line capacity
6.2.1 In the event that BO observes an unreasonable strain on the system or a strain that considerably exceeds what could have been expected, and the strain on the Hosted Services affects the general function of systems for the User, other clients, or BO, BO can request that the User cease the extraordinary usage of the Hosted Services immediately.
6.2.2 If the User does not cease the extraordinary usage of the Hosted Services immediately, BO has the right to suspend the whole or part of the User's usage of the Hosted Services for a shorter period of time and/or terminate the Agreement without further notice. BO has the right to reimbursement of reasonable expenses relating to the User's extraordinary usage of the Hosted Services.
6.3.1 The User shall not knowingly use any of BO's services to distribute spam or any other material that may be reasonably regarded as offensive. Any violation hereof will cause an immediate termination of all the services relating to the User without any refund of the already paid services.
7.1 BO ensures that a full backup routine is performed of the Hosted Services and databases at least on a daily basis and stored for at least eight days. One weekly copy is stored for at least eight weeks. The backup may be restored in case of emergency or by request of the User at a separate hourly charge.
8. Software updates and End-Of-Life
8.1.1 BO is at BO's sole discretion updating and developing the Software (except Bespoke Apps unless otherwise agreed upon) with improvements, further compatibility and security fixes etc. The User is entitled to such updates and developments to the Software as part of the maintenance covered by payment of the Service Fee as defined in clause 10.
8.1.2 New apps which require payment will be made available as optional apps at an additional cost.
8.1.3 When updating and developing the core system, incompatibilities with existing Bespoke Apps may occur. In such case, BO must inform the User prior to deploying the updates causing the incompatibility. If the User elects to continue using the Bespoke App in question, BO must undertake to resolve the incompatibilities prior to updating or declare End-Of-Life of the Bespoke App subject to conditions stated below under clause 8.2. BO is entitled to charge the User for the work hours reasonably required to resolve the incompatibilities at the hourly rates at 850 DKK (without vat).
8.2.1 BO can with a 2 weeks written notice inform the User that the life and/or support and/or maintenance of the Software, modules or parts of the Software, modules or parts of the Bespoken App and/or the Hosted Services altogether is ending ("End-Of-Life").
8.2.2 In case of an End-Of-Life situation and after consultation with the User, BO can at its reasonable discretion choose (i) to let the Agreement terminate after the expiration of the 2 weeks' notice or (ii) after agreement with the User let the User continue to use the current Software and/or Hosted Services with or without support and/or maintenance at a price specifically agreed upon between the User and BO or (iii) provide or recommend a suitable alternative to the Hosted Service, in which case additional costs may be involved for the User.
8.2.3 In case support and/or maintenance has been terminated according to clause 8.2.2, BO is not responsible for any direct or indirect losses of any kind after the termination of such support and/or maintenance.
9. Obligations & Representations
9.1. The User's Obligations & Representations
9.1.1 The User must fulfil all obligations as stated in the Agreement. Furthermore the User must reserve all necessary time and resources to fulfilment of the Agreement including contributing with all relevant information concerning the business conducted by the User and participation in meetings with BO concerning tests and other measures deemed necessary by BO.
9.1.2 The LSA(s) appointed by the User must reserve the necessary time and resources to ensure the progress of the Agreement.
9.2. BO Obligations & Representations
9.2.1 BO must fulfil all obligations as stated in the Agreement and must reserve all necessary time and resources to fulfilment of the Agreement.
9.2.2 BO represents and warrants that no services, software or other materials provided to the User by BO under this Agreement infringe any patents, copyrights, trade secrets, or any other rights of third parties. BO has obtained all necessary permissions required for the User to utilize the services and/or other materials as contemplated by this Agreement. Notwithstanding any other provision of this Agreement, BO shall indemnify, release and hold harmless User for any losses, expenses, damages, and costs of defence associated with any breach or alleged breach of this representation.
9.2.3 BO represents and warrants that to the best of its knowledge it possesses the requisite skill and expertise to provide the services set forth in this Agreement and to meet or exceed applicable industry standards.
10.1 Support Fee
10.1.1 There is no support fee for ordinary support unless otherwise specified.
10.1.2 There is no extra fees in addition to apps unless otherwise specified.
10.2 Payment for development of Bespoke Apps and implementation is invoiced separately.
10.3 Prices for Bespoke App, Software, Hosted Services and consultancy services shall be those specified in BO's current Price List less any applicable discounts or otherwise separately agreed upon with BO in writing.
10.4 Unless otherwise stated in the Agreement, the price for consultancy services and/or development of Bespoke Apps is calculated in accordance with the time spent at the rates stated in the Price List. Support, consultancy services etc. are paid by the hour.
10.5 Prices are exclusive of VAT unless otherwise specified.
11.1 Payment terms shall be net 5 days from the invoice date or for apps paid immediately for 30 days in advance. All payments shall be made in DKK unless otherwise stated in the Agreement.
11.2 Any due amounts not paid shall bear default interest at the rate of the ECB official lending rate + 1 % per commenced calendar month from the due date until paid in full. Furthermore BO reserves the right to charge the User for reasonable administrative expenses related to the processing of late payments.
12. Faults, defects, errors and inconveniences
12.1 BO does not warrant that the Hosted Services will be uninterrupted or error free. The Hosted Services are provided "as is" and "as available".
12.2 If the User detects a fault, defect, error or inconvenience with the Hosted Services, including operational faults including downtime cf. clause 6.1 (hereinafter collectively referred to as "Fault"), the User shall immediately after the Fault has come to the User's knowledge report such Fault in writing to BO and, where necessary, show how the Fault is manifested.
12.3 Furthermore, Faults concerning Bespoke Apps must be reported in writing to BO no later than 2 weeks after delivery of the Bespoke App c.f. clause 4.2.
12.4 Based on the User's report of the Fault, BO will at its sole reasonable discretion categorise the Fault into one of the following categories:
"Critical Faults". Critical Faults mean Faults that to a significant degree or completely prevent the User's use of the entire Hosted Services or substantial, critical parts hereof.
"Non-critical Faults". Non-critical Faults mean Faults that only affect a modest part of the User's use of the Hosted Services or Faults, including Critical Faults that can be bypassed/circumvented or otherwise worked around.
"Minor Faults". Minor Faults mean Faults that only slightly affect the User's use of the Hosted Services, or Critical Faults or Non-Critical Faults that can be bypassed/circumvented or otherwise worked around.
12.5 Error correction of Critical Faults will be commenced no later than within one Work Day after BO has received sufficient reporting of the Fault. Error correction will continue with as high a resource effort as possible within normal working hours and until the Fault has been corrected or can be categorised as a Non-Critical Fault or Minor Fault, including where BO informs the User of a reasonable workaround.
12.6 Error correction of Non-Critical Faults will be commenced within no later than three Work Days after BO has received sufficient reporting of the Fault. Error correction will continue with as high resource effort as BO finds necessary with due consideration of the character of the Fault until the Fault has been corrected or can be categorised as a Minor Fault, including where BO informs the User of a reasonable workaround.
12.7 Error correction of Minor Faults will either be corrected (i) within reasonable time after BO has received sufficient reporting of the Fault, (ii) in one of the first coming updates of the Hosted Services or (iii) by BO instructing the User of a reasonable workaround.
13.1 BO is entitled to use subcontractors in connection with its performance of obligations under the Agreement, including concerning operation and hosting of the Hosted Services.
14. Disclaimer and limitation of liability and warranty
14.1 The Parties are liable according to the Danish general rules hereon.
14.2 To the maximum extent permitted by applicable law, BO disclaims all express and implied warranties and liabilities with respect to third party products and software including but not limited to function, performance, faults, merchantability, title, non-infringement and use. BO is in no event liable for direct or indirect losses of any kind of the User or third party due to third party products and software.
14.3 BO shall not be liable to the User (or any other person or entity) for indirect, special, incidental, consequential, punitive or exemplary damages including but not limited to loss of profits, loss or damage of data and restoring hereof, loss of goodwill, other business related losses or losses inflicted on a third party, arising out of the Agreement or in connection with the transaction or any acts or omissions associated therewith or relating to the Online Services, whether such claim is based on the rules of breach of contract, tort or other applicable law, including the rules of product liability, and regardless of the causes of such loss or damages or whether any other remedy provided herein fails.
14.4 Except where caused by the gross negligence or wilful misconduct of BO, the total liability of BO under the Agreement, including but not limited to any claim arising out of contract or tort, shall be limited to a maximum of aggregated fees for Online Services invoiced to and paid by the User to BO in the period of the twelve months before the occurrence giving rise to the claim.
14.5 BO is liable for product liability (in Danish: produktansvar) according to current mandatory Danish law, but does not undertake any further liability than what follows from the law. Any liability following from case law or other non-mandatory legislation is thus disclaimed, and the limitation of liability in clauses 14.3 and 14.4 applies to product liability to the extent mandatory law does not prohibit this.
14.6 In order to claim that the Online Services are faulty, the User shall immediately after the Fault has come to the User's knowledge specify the Fault in writing to BO and, where necessary, show how the Fault is manifested.
14.7 Alterations to the Online Services which BO deems necessary to comply with specifications, changed safety standards or governmental regulations, to make the Software and/or Online Services non-infringing with respect to any patent, copyright or other proprietary interest, or to otherwise improve the Software and/or Online Services may be made at any time by BO without prior notice to or consent from the User, and such altered Software and/or Online Services shall be regarded as in compliance with the Agreement.
14.8 BO is not responsible for any loss which the User or a third party may suffer due to the User's lack of complying with any legislation or obtaining permissions from relevant parties. The User is obligated to hold BO harmless for any loss or costs that BO may suffer due to the User's lack of permission or due to the User's unjustified use of personal data or non-compliance.
15. Force majeure
15.1 If fulfilment by either Party of its undertakings pursuant to this Agreement is prevented by circumstances beyond the immediate, internal control of the parties, such as industrial dispute, any acts of nature, bolt of lightning, fire, war, mobilisation or general military call-up, labour dispute, unusually severe weather, delay caused by a government intervention, delay of a sub-contractor or supplier in furnishing information, services, materials and/or products, uprising and riot, restrictions in the availability of motive power, general scarcity of transport, goods and energy, virus or hacker attacks, sickness or death of key employees at BO, severe IT breakdown, or error in communication systems and other unforeseen circumstances this shall constitute grounds for discharge from contractual obligations, carrying entitlement to an extension of time limits and discharge from liability to pay penalties. If performance of this Agreement is substantially prevented for more than three months as a consequence of any of the above circumstances, either Party is entitled to give written notice of its discharge from performance of this Agreement without thereby becoming liable to pay compensation.
16. Terms and termination
16.1 The BOTC – the latest version hereof – are available inside the Bontii interface.
16.2 The Agreement is effective until terminated. Termination can be made without cause by either party upon 30 days' written notice to the end of a quarter to the other party. BO shall be paid for services rendered and expenses properly incurred under this Agreement as of the effective date of termination, and the User's obligation to provide further payments to BO shall cease. BO shall reimburse the User for any prepaid fees related to the period after the termination has become effective.
16.3I f either party is in material breach of its obligations according to the Agreement, the other party can terminate the Agreement, as a whole or for the future, for such breach upon prior written notice to the breaching party and failure of the breaching party to cure such breach within ten Week Days of notice. In case the User materially breaches its obligations according to the Agreement and fails to cure as set forth above, the access granted under clause 3 lapses, and the User is obligated to cease its use of the Online Services immediately. Furthermore, the User's access to the Online Services will be blocked/prohibited. In case BO materially breaches its obligations according to the Agreement and fails to cure as set forth above, BO shall reimburse the User for any prepaid fees related to the period after termination. In case of termination due to BO's material breach, the User is in accordance with clause 14 entitled to claim damages in the form of proportionally reduced fees for the period, where the services were materially in default.
16.4 If the User fails to pay for any invoices due, BO reserves the right to prevent/obstruct the User's access to the Online Services until proper and full payment of all invoices has been made. If the User has not paid all invoices whitin 5 days after BO has sent the User a written reminder of late payment, this will constitute a material breach of the Agreement.
16.5 If BO fails to deliver Bespoke App on time in accordance with the Agreement and the delay is considerable and it is not related to the User's obligations according to the Agreement, the User is entitled to terminate the Agreement according to the terms set forth herein.
16.6 Upon termination of the Agreement, the User shall pay BO for all services satisfactorily performed under the Agreement until the effective date of termination at the prices agreed upon.
17. BO's bankruptcy or other inability to deliver
17.1 BO shall install and keep in operation at a third party hosting provider a fully functional copy of the Hosted Services (the "Back-up Copy"). BO shall at any given time ensure that the Back-up Copy is updated no later than 14 hours after any change to the Software provided as part of the Hosted Services has been made by BO. If the Hosted Services are provided by a third party hosting provider of BO (a subcontractor, cf. clause 13.1), the Hosted Services in operation with that third party hosting provider will serve as the Back-up Copy.
17.2 Upon following the procedure mentioned below, the Back-up Copy shall immediately be activated and become operational in case of a termination event, i.e. if the Hosted Services provided by BO are terminated because BO is declared bankrupt, reschedules its debt, suspends its payments, or concludes a composition or similar arrangement with its creditors, or the User terminates the Agreement without notice on the grounds of a material breach on the part of BO pursuant to clause 16.5.
17.3 If a termination event occurs, the User shall get remote access to manage the Back-up Copy as a system administrator for the period until the Hosted Services would have been terminated by BO pursuant to clause 16.2 with the notice period beginning at the date of the termination event. As system administrator, the User will have the right (a) to transfer the Back-up Copy to a separate server with the third party hosting provider and to operate the Back-up Copy to the extent and with the number of users allowed under the license granted in clause 3 and otherwise in accordance with the Agreement and (b) to have access to and modify the source code for the Software to provide maintenance and perform error corrections. Any other use of the remote access as system administrator is not allowed. On the date of expiry of the termination period, the User shall cease any use of the Back-up Copy and the Hosted Service, unless otherwise agreed upon in writing by BO, the bankruptcy trustee or other competent authority.
18.Data protection, security and personal data
18.1 For customers residing within the EU, BO proposes a Data Processing Agreement (DPA) compliant to the EU Data Protection Directive (45/46) and the EU Data Protection Order (2016/679). If the parties have entered into the BO DPA, it shall substitute the below sections 18.2 – 18.8.
18.2 BO shall comply with the User's local mandatory data protection regulation, but only to the extent this provides a higher protection than EU data protection regulation, and to the extent that the local requirement can not be avoided, and provided the User has informed BO fully about such local mandatory rules prior to entering into the Agreement.
18.3 To the extent BO and BO's subcontractors process personal data on behalf of the User, the User is considered as data controller and BO and its subcontractors are considered as data processors.
18.4 BO and its subcontractors shall process personal data on the User's users etc. only on instructions from the User.
18.5 BO shall further implement appropriate technical and organizational security measures to protect personal data against accidental or unlawful destruction, loss or alteration and against unauthorized disclosure, abuse or other processing.
18.6 BO may under no circumstances use such data for purposes not related to the fulfilment of the Agreement and shall delete or return such data to the User when BO no longer has any use of the data in connection with the Agreement or on the User's request. BO is obligated to hold the User harmless for any loss or costs that the User may suffer due to BO's unjustified use of personal data.
18.7 BO shall allow the User on its own, by or with third party assistance to inspect BO's compliance with the above security requirements together with BO. Such inspection shall require a prior notice of no less than three weeks and the inspection must be conducted with due respect of the time schedule of BO. BO shall if necessary provide the User with logins and – if applicable – passwords or other secured means to access the Hosted Services, and both the User and BO shall maintain the confidentiality of Software and Hosted Services including source code as well as the User's logins and/or passwords and shall follow all reasonable instructions relating to the security of the Hosted Services. The User is obligated to pay any expenses that BO incurs in relation to such an event, including expenses to subcontractors.
18.8 If BO ascertains a security breach or other circumstances that gives reason to believe that confidential data of the User is or could be compromised, BO will immediately contact the User's LSA so the necessary investigations or other measures can be initiated, and breaches stopped. If the User gets knowledge of such a security breach, the User is recommended to contact BO hereof.
19. Intellectual Property Rights
19.1 BO uses third party software as part of the Software and Hosted Services of which some is licensed on an open source basis.
19.2 BO holds all necessary rights to any used third party software used in the Software and Hosted Services.
19.3 BO owns all title, ownership right and intellectual property rights in and to software developed by BO including Bespoke Apps in the Software and the Hosted Services as well as any documentation and material related to such own developed software and shall hence remain the exclusive property of BO.
19.4 Regarding third party software in the Software and Hosted Services the third party's licence(s) apply. The respective licences appear from the individual data files or folder structure.
19.5 The User solely obtains a right to use the Software and Hosted Services (cf. clause 3), the Software is not distributed or transferred to the User.
19.6 The User is only entitled to use intellectual property rights as expressly stated in the Agreement or as specifically agreed upon in writing by BO.
19.7 The User's rights pursuant to this Agreement do not mean that copyrights or other rights in the Software or Hosted Services are transferred to the User.
19.8 BO and other owners of third party software used in the Software and Hosted Services retain all rights, title and interest in trademarks in the Software and/or Hosted Services, including the goodwill pertaining thereto.
19.9 Any breach by the User of BO or third party's rights to the Software or Hosted Services is considered material breach of the Agreement.
19.10 BO warrants that software developed by BO in the Software and Hosted Services does not infringe third party rights enforceable in Denmark.
19.11 If a third party software should be deemed an infringement of another's intellectual property rights, BO will with reasonable effort try to bring such infringement to an end (i) by own development of an equal functionality, or (ii) by remedying the infringement of the license if possible. BO makes no legal or economical warranties for such third party infringements.
19.12 If BO assesses that an infringement cannot by reasonable effort be remedied or legalised according to clause 19.11, BO is entitled to terminate the Agreement for the future. Such termination must be given in writing and BO must simultaneously refund the User any prepaid fees relating to the period after such termination.
20. The User's rights to uploaded data
20.1The User and the User's users are the sole owners of all title, ownership right and intellectual property rights in and to data uploaded to the Software and Hosted Services. BO and BO's subcontractors receive no ownership or intellectual property rights to any data uploaded to the Software and/or Hosted Services.
20.2 The User's data is handled and stored according to best practice. BO shall further implement appropriate technical and organisational security measures to protect data against accidental or unlawful destruction, loss or alteration and against unauthorised disclosure, abuse or other processing.
20.3 BO solely stores the data uploaded by the User in the Hosted Services. BO has nothing to do with the gathering or distribution of such data and BO solely stores and processes such data on behalf of and according to the instruction from the User according to the Agreement. The User has the right of disposal of uploaded data as specified in this clause 20 and the User solely decides who shall be granted access to the data and the Hosted Services, though subject to the limitations of the licence grant.
20.4 It is the sole responsibility of the User that gathering and distribution of uploaded data is in accordance with current legislation cf. also clause 18 regarding processing of personal data.
20.5 The User is entitled at any time to request a copy of Important Uploaded Data extracted from the Hosted Services at an additional cost. Important Uploaded Data is defined as primary information directly related to planned arrangements and events: Time, location, list of participants, categorisations, description and status. If no additional cost for the extraction of Important Uploaded Data has been agreed upon, the cost is calculated according to time spent of consultancy services.
20.6 Important Uploaded Data will be extracted to a standard file format such as XML, unless otherwise agreed upon.
20.7 Other data than Important Uploaded Data can only be extracted from the Hosted Services or otherwise organised or disposed of by the User at an additional fee according to separate agreement hereon. This shall not be regarded as non-compliance of this Agreement.
21. Trade Secrets and Confidentiality
21.1 Neither BO or the User may without the written approval of the other party convey confidential documents or source code to a third party or disclose information concerning internal affairs, technical, commercial or other confidential information of the other party including the Agreement, except that BO may convey such information to a controlled entity, solely to the extent necessary to fulfil its obligations under this Agreement. BO and the User shall ensure the observation of confidentiality by imposing a duty of confidentiality on their personnel and clients.
21.2 Notwithstanding the above, BO is entitled to include the User's name and logo on its public lists of clients, on participant lists for user group meetings, etc. Any published representation of the User's case story beyond indisputable facts is subject to prior approval by the User.
21.3 The undertakings in this clause shall apply unchanged during the term of this Agreement and in perpetuity hereafter.
22.1All notices shall be made in writing and delivered by email with confirmation, to the address specified in the Agreement or other address stipulated in writing by one Party to the other. Notice shall be deemed received three Week Days after being sent by courier or registered mail or on the date actually received if sent by email.
23.1 Neither party may assign the rights under the Agreement without the other party's prior written consent hereto.
23.2 BO is nevertheless entitled to transfer this Agreement to a group company or in connection with the asset transfer agreement over BO to the purchaser.
24. Changes to BOTC, prices etc.
24.1 BO reserves the right to make reasonable changes to these BOTC, including the prices stated under clause 10 stated in the Agreement by a three months' written notice.
24.2 If the changes are significantly to the disadvantage of the User, e.g. an increase in the price of the Hosted Services by more (but not less) than 10 % within a twelve month period, the User can stop any subscription at any time until the paid period has run to a finish.
25. Expiry of Agreement
25.1 When the Agreement expires no matter for what reason, it is the User's own responsibility in due time to secure a copy/data extraction of any preservable data uploaded to the Hosted Services. The User can on request to BO receive a copy of Important Uploaded Data or other data cf. clause 20. Such request must be received by BO no later than 60 days after the expiration of the Agreement.
25.2 When the 60 days stated above have lapsed, BO reserves the right to delete any and all data uploaded into the Hosted Services by the User, including data stored on backup media etc., although data may be stored by BO for an additional period of time upon mutual agreement of the parties.
26.1 No Waiver. No failure or delay by BO in exercising any right hereunder shall operate as a waiver thereof or extend to or affect any other or subsequent event or impair any right or remedies consequent thereon or in any way modify or diminish BO's rights under the Agreement.
26.2 Headings. The headings in the Agreement are inserted for convenience only and may not be relied on as interpretation data.
26.3 Severability. In the event that any of the terms of the Agreement become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this Agreement. All remaining term(s) of this Agreement shall remain in full force and effect.
26.4 This Agreement is the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements, negotiations, representations, and understandings between the Parties with respect to such subject matter.
26.5 No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both Parties.
27.1 In case of discrepancies between these Terms and Conditions and the rest of the Agreement, the rest of the Agreement takes precedence.
28. Choice of law and jurisdiction
28.1 The validity, interpretation, and performance of these terms and conditions shall be controlled by and construed pursuant to the laws of the current legal venue of BO. The United Nations' Convention on the International Sale of Goods shall not apply.