Terms and conditions for the subscription agreement
When you accept our Terms and Conditions, you also accept our Privacy Policy.
Definitions
“Supplier”: Successteam ApS, company no. 4089 6325, Dampfærgevej 3, 2100 Copenhagen, Denmark
“Customer”: The organization that purchases the service.
“Service”: The web-based Software-as-a-Service developed and sold by the supplier as “Successteam”.
“Authorized user”: A natural person inside or outside the customer's organization, who the customer has approved and registered for the customer's Successteam subscription plan.
“Confidential information”: includes, but is not limited to, trade secrets, knowhow, and other information that a reasonable person would consider confidential.
“Subscription fee”: The applicable monthly fee based on the subscription type and number of users.
Agreement
This Successteam subscription agreement and the end user agreement(s) (hereinafter collectively referred to as the "Agreement") constitute the entire agreement between the parties and apply to all of the Customer's use of the Service.
The Service is provided as a subscription, not as a sale, by the Supplier to the Customer, and nothing in this Agreement will be construed or interpreted as a sale or purchase of software.
Right of use
Subject to the terms and conditions of this agreement, the Provider hereby grants the Customer a non-exclusive, non-transferable, and worldwide right to access and use the Service as intended by the Provider.
This right of use applies only to authorized users who are subscribed to the Customer's subscription plan, and only for purposes within the Customer's internal business activities, i.e., not for the benefit of other individuals or entities.
Use
The service is designed to increase the flexibility, enjoyment, and efficiency of customer groups. The customer is solely responsible for ensuring that the Customer's authorised users only use the Service for its intended purpose.
Restrictions on use
The customer must not perform reverse engineering, disassemble, decompile, or in any way work around technical limitations. The customer must not rent, lease, loan, resell, or in any way grant access to the Service to third parties, unless expressly permitted in these terms and conditions.
The customer must not modify or create derivative products or services based on the Service. The customer must not combine or integrate the Service with hardware, software, or other technology that is not permitted by the Provider.
Legal use
The customer is solely responsible for ensuring that the customer’s and the customer’s authorized users’ use of the Service complies with the Agreement and all applicable laws, including but not limited to privacy, employment law, and trade union regulations.
Intellectual property
The supplier and the customer agree that the supplier owns all rights, including ownership rights, trademarks, copyrights, and interests, including all intellectual property rights to the service and documentation. The supplier reserves all rights to the Service that are not expressly granted to the Customer in this Agreement.
Transfer
The Customer shall not directly or indirectly assign all or part of this Agreement or the Customer's rights or obligations under this Agreement to a third party without the Supplier's written consent. The Supplier may assign this Agreement in connection with a merger or change of control of the Supplier or the sale of all or substantially all of the Supplier's assets, provided that such successor agrees to fulfill its obligations under this Agreement.
Subscription Terms
By entering into this agreement, the customer accepts a monthly recurring subscription at the current applicable monthly subscription fee.
The subscription remains active until it is terminated in accordance with the terms of this agreement.
Payment
Payment for the Service is calculated on a monthly pro-rata basis, based on subscription type, number of users, and the number of days each user is active. At the end of each month, the customer will receive an invoice with details about their usage.
Payment is made with the credit or debit card that the customer has submitted. The customer grants the Provider permission to store the necessary payment details and to charge the Customer until the Subscription is cancelled.
If the payment is declined or is insufficient for any reason, the provider reserves the right to suspend the service or deliver the service and charge interest on any overdue amounts from the date the payment became due until the date the payment is made. The interest rate corresponds to the rates set out in the Danish Interest Act.
Force Majeure
Neither party shall be liable for any failure or delay in fulfilling this agreement during the period in which such failure or delay is due to causes beyond their reasonable control, including, but not limited to, natural disasters, war, strikes or labor disputes, embargoes, governmental orders, or other force majeure events. Neither party has the right to terminate this agreement under such circumstances.
If a party claims force majeure as an excuse for failure to fulfill the parties' obligations, the party that is failing to fulfill its obligations must prove that it has taken reasonable steps to minimize delays or damages caused by foreseeable events, that it has substantially fulfilled all obligations that are not excused, and that the other party has been timely notified of the likelihood of or the actual occurrence of a force majeure event.
Suspension
Any use of the Service in violation of this Agreement, including unintended or illegal use, or the Customer's failure to fulfill obligations under this Agreement, may result in the Supplier suspending the Service. If the Supplier suspends the Service, the Customer shall be notified immediately and shall have the opportunity to remedy the breach. If the Customer is unable to remedy the breach within 14 calendar days, the Supplier is entitled to terminate the agreement.
Responsibility
The parties shall not be liable for any direct, consequential or other indirect damages under any circumstances. Loss of data is considered an indirect loss.
The above limitations apply only if the loss is not due to gross negligence or intentional acts on the part of the perpetrator. The above does not govern the terms regarding losses related to delays.
The total liability shall in no event exceed the total fees paid to the provider under this agreement in the last 12 months.
The customer and the customer's authorized users are obliged to keep all usernames and passwords provided by the provider confidential. The customer is responsible for any misuse of the mentioned usernames and passwords, regardless of whether the misuse is caused by the customer, end users or a third party that has gained possession of the customer's or end users' credentials.
Data ownership:
The customer retains ownership of all data submitted to the service but shares the necessary data with the provider for the purposes of 1) delivering the service and/or 2) further developing the service.
Data protection
Both parties work together to ensure compliance with applicable data protection legislation. The supplier guarantees that all customer data will be stored in the EU/EEA and that all processing of personal data will be handled in accordance with SuccessTeam's privacy notice.
Messages
All written communications between the parties shall be sent by e-mail.
Updates
The provider reserves the right to upgrade, change, replace or reconfigure the service at any time with at least 14 calendar days' notice, if the changes may significantly affect the use of the service. Any future release, update or other addition to the functionality of the service is subject to these terms.
Availability and uptime
The Supplier strives to ensure that the Service is available 24/7, but the Customer accepts that the Supplier does not guarantee that the Service will be uninterrupted or error-free. The Service is provided 'as is' and 'as available' without any form of guarantee to the extent permitted by law.
Separability
If a term or condition in this agreement is declared illegal or otherwise unenforceable, it shall be separated from the rest of this agreement, without affecting the remaining sections.
Survival
The sections on confidentiality, liability, payment, referral, and dispute survive any termination of this agreement.
Acceptance and termination
This agreement is made upon the customer's electronic acceptance of these terms and conditions on the supplier's website and is concluded upon the customer's receipt of the confirmation email from the supplier. The agreement is valid until terminated by either party in accordance with the applicable provisions.
Termination for convenience
The subscription can be cancelled with immediate effect. Upon cancellation of the subscription, the customer will be billed for usage until the cancellation, and the workspace will be downgraded to the free subscription.
Termination with justification
If one party breaches this agreement, the party not in breach may give written notice of the breach. If such notice is given, and the breach is not remedied within 30 working days of receipt of the notice, this agreement shall automatically terminate.
Twist
Any dispute between the Customer and the Supplier shall be settled in accordance with Danish law, with the exception of the CISG, with the Copenhagen District Court as the agreed venue, along with the usual referral and appeal rights.
