General Terms and Conditions
1.1 These general terms and conditions (“Terms and Conditions”) have been agreed and are applicable by and between Complyon A/S (“Complyon”) and the customer set out in the Order form (the “Costumer”) with its users (“Users”) that uses Complyon cloud-based EU GDPR solution at www.complyon.com (the “Service”).
1.2 Unless otherwise expressly stated, all references to “Customer” also include its Users.
1.3 These Terms and Conditions contain the terms and conditions applicable to the Customer’s access to and use of the Service.
1.4 The Customer consents to these Terms and Conditions being applicable to the Customer’s use and/or exploitation of the Service. Where the Customer does not consent thereto, the Customer is not entitled to access, use or otherwise exploit the Service in any way whatsoever.
- The Service
2.1 Complyon´s sole obligation under these Terms and Conditions is to make the Service available as is in the updated version applicable from time to time to the Customer via the Internet.
2.2 Complyon undertakes no obligation or liability with respect to the provision of telecommunication lines, Internet subscriptions or connections or any other technical means necessary in order for the Customer to be able to access and use the Service as made available via the Internet, and any and all costs and risks in this respect thus remain solely with the Customer.
2.3 Subject to the Customer’s acceptance of and compliance with these Terms and Conditions, including without limitation the obligations to complete the user registration and pay the subscription fee, if any, to Complyon, Complyon hereby grants Customer a limited, personal, non-exclusive, fixed-term and non-transferable access and right to use the Service solely for the Customer’s internal use for the number of individual and named Users whom the Customer has registered for the Service and for whom the Customer pays the subscription fee.
2.4 Except as expressly stated in clause 2.3, the Customer is not granted any rights whether directly or indirectly to access, use or otherwise exploit the Service in any way whatsoever.
2.5 The individual User’s access to the Service is personal and must not be used by others than the relevant User and the User is not entitled to grant access to third parties by way of use of the User’s personal user ID and password.
2.6 The Customer is responsible and liable for the Users registered by the Customer, including for ensuring that the Users comply with the Agreement and other guidelines applicable for Complyon and for the Customer.
2.7 Complyon reserves the right to block the Customer’s and the Users’ access to the Service in the event of the Customer’s breach of the Agreement.
- Restrictions and limitations of use
3.1 The Customer is not entitled to reverse-engineer or decompile the Service or in any other manner attempt to investigate, modify or recreate the source code and/or its structural framework and/or the principles on which the Service is based except as otherwise permitted under mandatory law.
3.2 The Customer is not entitled to download, copy, distribute, make available, sub-license, rent, lend or otherwise dispose of the Service except as otherwise expressly set out in these Terms and Conditions.
3.3 The Customer is not entitled to alter, modify or otherwise change the Service made available under these Terms and Conditions, and the Customer is thus only entitled to access and use the Service in the form as made available by Complyon.
3.4 The Customer is not entitled to exploit the Service for the purpose of accessing or attempting to access any third party content or in any other manner exploit or attempt to exploit the Service in a manner not intended pursuant to these Terms and Conditions or otherwise contrary to any third-party rights.
3.5 The Customer is not entitled to alter or remove any marks and notices concerning copyright, patents, trademarks or other rights placed on, applied to or otherwise implemented in the Service.
3.6 The Customer is under an obligation to ensure that the Customer has obtained all necessary rights and/or title to any and all information prior to any storage and processing of the information in question using the Service. Without limiting the generality of the aforesaid, the Customer may under no circumstance store information contrary to (i) any third-party rights, including intellectual property rights and/or (ii) applicable legislation. Complyon is entitled but not obliged to delete information that at the sole discretion of Complyon constitutes a breach of these requirements by the Customer, and the Customer is not entitled to any compensation in that respect.
- Support, maintenance and upgrades
4.1 Complyon provides technical support by telephone and e-mail as described from time to time at complyon. Support regarding general use and application of the Service, including implementation hereof, must be purchased separately.
4.2 The Service is made available to the Customer as is in the updated version applicable from time to time.
4.3 Notwithstanding clause 4.2, Complyon may, at Complyons sole discretion, update, maintain and further develop the Service, including adding to, removing from and/or altering the composition and structure of the Service to be implemented on an ongoing basis and where necessary without separate notice.
4.4 The Customer will be notified of any changes, updates, etc., by Users logging in. In the event of any changes, updates, etc., adding new or improving existing features to the Service, notification thereof will solely appear when Users log in. In the event of any changes resulting in a reduction of the existing Service, notification thereof will be given to the Customer’s registered email address.
4.5 Where the Customer does not want to accept the updates, the only remedy available to the Customer is to terminate for convenience in accordance with clause 17 of these Terms and Conditions.
5 Intellectual property rights
5.1 The Service is protected by copyright laws and international copyright conventions as well as other applicable legislation on proprietary rights and intellectual property rights.
5.2 Complyon owns or has a licence to any and all intellectual property rights, including without limitation copyrights, patent rights, trademark rights, know-how, etc., in the Service.
6 Use of the Service
6.2 Only persons employed with the Customer may be registered as Users.
6.3 Notwithstanding clause 6.2, the Customer is, however, entitled to have its external advisers and other affiliated named natural persons registered as Users to the extent that the relevant third party assists in the analysis of the Customer’s processing of personal data.
7 The Customer’s responsibility and obligations
7.1 The Service is a browser-based Internet application. The Customer must therefore have an Internet connection and keep updated with the supported browser versions applicable from time to time indicated at www.Complyon.com
7.2 The Customer is responsible and liable for the Users registered by the Customer, including for ensuring that the Users comply with these Terms and Conditions and other guidelines applicable to the Service, as well as all relevant legislation and security measures related to the use of the Service.
7.3 The Customer is responsible for ensuring that access and logon information (such as user ID and password) is stored in a manner preventing unauthorised access. If the Customer suspects that unauthorised persons have gained access or that a risk of such unauthorised access exists, the Customer must notify Complyon thereof immediately.
7.4 The Customer acknowledges and accepts that the Customer has sole responsibility for investigating and assessing the Service in order to ensure that the Service (i) is applicable in relation to the specific use, including for the integration or interaction between the Service and the Customer’s other systems and can operate and function in conjunction with the Customer’s IT systems and needs, including without limitation the Customer’s hardware and software, and (ii) may be accessed and used by the Customer and its Users in such a way that no risk of damage to the Customer’s IT systems, business or activities may occur.
- Subscription fee
8.1 Customer’s access to the Service is subject to the Customer’s payment of the subscription fees applicable from time to time.
8.2 The subscription fee is charged according to the price applicable from time to time, which depends on the number of registrations by the Customer in accordance with the price schedule applicable from time to time at Complyons’s website or according to separate agreement. To the extent Customer registers more Admins, validators or partitions than stipulated in the Order Form, the subscription fee payable by Customer will be adjusted according to the total number of registrations by Customer.
8.3 Invoices will be issued annually in advance and sent electronically on the first business day of the month upon expiry of the preceding subscription period.
8.4 All fees payable by the Customer to Complyon under these Terms and Conditions are exclusive of VAT and other similar fees (which are added upon invoicing) that will be payable by the Customer at the prevailing rate when the fee falls due. The fees may be adjusted by Complyon for potential, new or changed sales taxes, taxes, duty, contributions or other similar government imposed taxes and fees.
8.5 All invoices fall due for payment 14 days after the invoice date. The Customers access to the Service will be reopened upon Complyons receipt of full payment unless Complyon before has terminated this Agreement for breach, cf. section 17.
8.6 In the event any sum payable under these Terms and Conditions is not paid when it falls due for payment, then (without prejudice to Complyon’s other rights and remedies) Complyon reserves the right to:
(i) charge statutory interest on that sum at a rate of 7% (seven per cent) p.a. above the lending rate quoted by the Danish National Bank (in Danish: “Nationalbankens officielle udlånsrente); and/or
(ii) suspend provision of the Services until the overdue payment is paid in full.
8.7 In no event will the Customer be entitled to claim refund of any subscription fee already paid or accrued.
9.1 The Customer owns and has full control of its own data in the Service, whereas Complyon holds no rights in the Customer’s data.
9.2 When using the Service, the Customer accepts that the Customer’s data will be included in an aggregated data pool. The purposes for which the aggregated data may be used include, but are not limited to statistics, benchmarks, analysis as well as forecasting, including development and sale of new features and services as a result thereof. In such connections, the data of the Customer will always be processed in anonymised form.
- Operational reliability
10.1 Complyon strives to ensure the best possible operational reliability, but is not responsible for breakdowns or operational disruptions, including for operational disruptions caused by factors outside Complyon’s control, including, among other things, power failures and errors in equipment, Internet connections, telecommunications connections, and the like.
10.2 In the event of breakdowns or disruptions, Complyon will strive to restore normal operations as soon as possible.
10.3 Planned interruptions will primarily take place between 9:00 pm and 6:00 am CET. Where it proves necessary to interrupt access to Complyon outside this window, prior notification thereof will be given to the extent possible.
- Data protection and security
11.1 Complyon processes personal data in connection with the provision and operation of the Service. Complyon processes personal data solely for purposes necessary to provide and operate the Service and acts solely at the instruction of the Customer, which is data controller.
11.2 For the purposes of this Clause 11, both Parties will comply fully with the applicable data protection legislation with regard to the collection, processing and use of any personal information which either Party may obtain during the provision of the Services or otherwise by reason of the Contract as further set out in the Data Processing Agreement, attached as Appendix 2.
11.3 Complyon and the Customer are separately liable for complying with their obligations in connection with the processing, if any, of personal data conducted by Complyon on behalf of the Customer in connection with the use of the Service.
11.4 As further specified in the Data Processing Agreement attached as Appendix 2, Complyon has implemented appropriate technical and organisational security measures to ensure that the data in the Service is not accidentally or unlawfully destroyed, lost or impaired or brought to the knowledge of unauthorised third parties, abused or otherwise processed contrary to the legislation applicable from time to time on the processing and protection of personal data.
11.5 Complyon is not liable in the event that data is disclosed to third parties due to unauthorised intrusion into the transmission line or errors in data transmissions outside of Complyon’s control.
11.6 The Customer must ensure that unauthorised persons do not gain access to the Service via the Customer and that the Customer and the Users observe the security instructions of the Service in the system.
12.1 The Customer must promptly notify Complyon in writing in the event that the Customer becomes aware of (i) any breach or alleged breach of these Terms and Conditions and/or (ii) any claim or alleged claim concerning infringement of third party rights, including intellectual property rights, from any third party pertaining to the Customer’s and/or the Users’ use of the Service, including without limitation claims or alleged claims that data stored or distributed by the Customer and/or the Users using the Service infringes any third party rights, including intellectual property rights and/or (iii) any breach of any applicable legislation in connection with the Customer’s and/or the Users’ use of the Service.
12.2 The Customer must compensate, defend and indemnify Complyon from and against any claims from third parties, including for damage and loss to the extent that such claims, damage and/ or loss are a result of the Customer’s and/or the Users’ infringement of third party rights, including intellectual property rights.
- Warranty limitation
13.1 Complyon disclaims any and all warranties, representations and conditions, whether express, implied or statutory, including without limitation any warranties, obligations or conditions regarding merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, quiet enjoyment, correspondence to description, non-infringement of third party rights, workmanlike effort and lack of negligence with respect to the Service, and the entire risk related to the mentioned matters thus remains solely with the Customer.
13.2 The limitations and exclusions set out in this clause 13 apply to the widest extent permitted by applicable law.
- Limitation of liability
14.1 The liability of the parties is subject to the general rules of Danish law, save for the exceptions and limitations as expressly set out in these Terms and Conditions.
14.2 The Customer is solely responsible for ensuring that the Customer’s data is correct, updated, legal and accurate. The individual Customer is fully liable for incorrect data for example due to defective and/or lacking updating of data at the Customer or a third party.
14.3 Complyon bears no direct or indirect consultancy liability and the Service is made available with the sole purpose of enabling the Customer to create an overview of data based on the data which the Customer and its Users provide and/or data provided by a third party, which the Customer and its Users allow the third party to deliver via the Service.
14.4 Neither party is liable vis-à-vis the other party or any third party for any indirect loss, including without limitation compensation for loss of profit, operating loss, loss of data or reestablishment thereof, loss of image, product liability or as a consequence of use of or failure to use the Service. The mentioned exclusions and limitations apply irrespective of whether such losses are caused by a party’s actions or omissions and irrespective of whether they can be attributed to a party as negligent or accidental. However, this limitation does not apply where a party has acted grossly negligently or with intent.
14.5 In addition to the exclusions and limitations, including as laid down in clause 13 and clause 14 of these Terms and Conditions, a party’s total liability (and irrespective of the basis of such liability) during the term of these Terms and Conditions is limited to a maximum total amount corresponding to the subscription fee paid by the Customer to Complyon for provision of the Service in the past calendar year including all claims, if any, in a given calendar year. The limitation in this clause 14.5 shall however not apply in case of Customer’s infringement of Complyon’s intellectual property rights, trade secrets or other rights in and to the Service.
14.6 Complyon is not responsible for delays or defects, which can be attributed to: (a) the Customer’s breach of the Terms and Conditions or negligence; (b) the Customer’s incorrect use of the software included in the Services; (c) problems with the use of networks, cables and other IT systems, which are not supplied by Complyon; (d) a breakdown of telecommunication connections that are due to reasons beyond Complyon’s control; (e) external hacker attacks, attacks by computer viruses and similar conditions that Complyon could not reasonably have foreseen; or (f) such accidental events for which the Customer bears the risk or events otherwise outside the control of Complyon.
14.7 The limitations and exclusions set out in this clause 14 apply to the widest extent permitted by applicable law.
15.1 Complyon and the Customer must observe strict confidentiality vis-à-vis third parties with respect to information which Complyon and the Customer obtain knowledge of in connection with the performance of these Terms and Conditions.
15.2 Such confidential information may only be used and kept in the course of the performance of the Agreement. The information must be protected with at least the same degree of care as the care exercised in connection with own confidential information and, generally, at least in accordance with mandatory statutory requirements.
15.3 Complyon and the Customer must impose the same duty of confidentiality on staff gaining access to the information covered by this provision.
15.4 Complyon and the Customer are, however, not subject to a duty of confidentiality in relation to information which (i) at the time of receipt or provision was commonly known, (ii) had become commonly known prior to the disclosure to a third party without this being caused by that party’s violation of this agreement or (iii) the party is under an obligation to disclose according to mandatory law or final judgment.
15.5 The duty of confidentiality will continue to apply after expiry of these Terms and Conditions irrespective of the reason for such expiry.
16.1 Complyon is entitled but not obliged to continuously implement changes, updates, alterations and improvements of the functionality of the Service, but is not under an obligation to do so.
16.2 The Customer will be notified of any changes, updates, etc., by Users logging in. In the event of any changes, updates, etc., adding new or improving existing features, notification thereof will solely appear when Users log in. In the event of any changes resulting in a reduction of the existing Service, notification thereof will be given to the Customer’s registered email address.
16.3 Where the Customer does not want to accept the updates, the only remedy available to the Customer is to terminate these Terms and Conditions.
- Term and termination
17.1 These Terms and Conditions become effective when the Customer gains access to the Service and will apply during the subscription period. The subscription period runs for 36 months, and will be automatically renewed with 12 months until these Terms and Conditions are terminated by any party in accordance with this clause 17.
17.2 Complyon and the Customer may terminate these Terms and Conditions irrespective of the reason thereof with no less than twelve or three months’ prior written notice, respectively, to expire at the end of any subscription period.
17.3 In the event of a party’s material breach of these Terms and Conditions, the other party is entitled to terminate these Terms and Conditions with immediate effect.
17.4 Upon expiry of these Terms and Conditions and irrespective of the reason for such expiry, the Customer must immediately cease using the Service. Complyon is entitled to cut off the connection to and delete all information stored at the time of the expiry of these Terms and Conditions, but must, however, as a minimum give the Customer ten days’ notice from expiry of these Terms and Conditions in order for the Customer to be able to relocate and/or copy its data at its own expense and risk. After expiry of this period, Complyon is not obliged to store the Customer’s data. The Customer accepts that, in the event of expiry of these Terms and Conditions irrespective of the reason for such expiry, Complyon is entitled to delete the Customer, with related Users, as user.
18.1 Complyon is entitled to use the Customer as reference in a loyal manner for marketing purposes.
19.1 These Terms and Conditions constitute the complete agreement between the Customer and the Service with respect to the object of these Terms and Conditions and replace all previous agreements entered into orally or in writing. Information from Complyon, irrespective of whether such information is received orally or in writing, which is not expressly outlined or mentioned in these Terms and Conditions, is not binding on Complyon and does not constitute part of these Terms and Conditions.
19.2 The Customer is not entitled to transfer these Terms and Conditions or assign the Customer’s rights and obligations pursuant hereto to any third party without Complyon’s prior written consent. Complyon is not entitled to transfer these Terms and Conditions or assign Complyon’s rights and obligations pursuant hereto to any third party without the Customer’s prior written consent, with the exception that Complyon is entitled to transfer these Terms and Conditions without the Customer’s consent to (i) a company affiliated with Complyon or (ii) an independent third party to the extent that such transfer takes place in connection with reorganisation, divestment, merger, demerger or the like.
19.3 These Terms and Conditions are subject to Danish law, however, except for (i) all conflict of laws rules and (ii) the UN Convention on Contracts for the International Sale of Goods (“CISG”) which do not apply. Any dispute arising out of these Terms and Conditions must be settled by the ordinary Danish courts.