Terms & Conditions

1.INTRODUCTION

1.1
These terms (hereinafter the “Terms”) apply to any agreement between Qarma ApS, Hermodsvej 5B, 2. DK-8230 Åbyhøj (hereinafter the “Provider”) and the subscribing party Client(hereinafter the “Subscriber”) concerning the use of Qarma’s quality control application and connected software service (hereinafter the “Application”).

1.2
Use of the Application is only permitted in accordance with the Terms and to the extent agreed between Provider and Subscriber, including in relation to the functionalities of the Application and the number of inspections.

2. ACCESS AND USE

2.1
Through the Agreement the Subscriber is granted a right to access and use the Application in accordance with these Terms and to the extent agreed, during the subscription period.

2.2
The Subscriber may only use the Application for its own internal business purposes and to process data related to the Subscriber’s own business.

3. SUBSCRIPTION PERIOD

3.1
The subscription period is 12 months, commencing at the agreed date. The subscription period shall be renewed automatically for a new 12-month subscription period at the expiry of the previous subscription period if the Agreement has not been timely terminated prior to this.

3.2
Either party may terminate the subscription with three months’ notice to the expiry of a subscription period.

3.3
If a trial period has been agreed, the first subscription period shall commence, when such trial period expires. During the trial period, the Subscriber may use the Application in accordance with these terms. However, the Provider shall during the trial period, have no obligation to provide backup of data and shall have no liability during the trial period. Both the Subscriber and the Provider may at all times end the trial period. The Provider shall how ever only end the trial period with a written notice of no less than 5 days. If the Subscriber does not cease any and all use of the Application when the trial period ends, the first subscription period shall commence.

4. FEES AND TERMS OF PAYMENT

4.1
All fees and amounts are exclusive of VAT, which if applicable shall be paid by Subscriber.

4.2
Subscription fees shall be paid for in advance.

4.3
All invoices are due for payment 10 days after invoice date.

4.4
If an invoice is not paid 30 days after the invoice date, the Provider is entitled to interest at 2% per commenced month of any outstanding amount. Non-payment of any outstanding amount is considered material default, and the Provider may prevent any use or access to the Application and the data stored in the Application until payment has been received in full, without any liability towards the Subscriber.

4.5
Under no circumstances shall prepaid fees be refunded.

4.6
The Provider may change the agreed fees with a 4 months’ written notice. Such change in fees shall be effective as of commencement of the subsequent subscription period.

5. ADJUSTMENT OF NUMBER OF INSPECTIONS

5.1
The subscription includes an agreed number of inspections per 12 months subscription period as defined in the Agreement. Regardless that the number of included inspections in the Agreement may be indicated for a different period, e.g. on a monthly basis, the included number of inspections is always calculated for a 12 months subscription period

5.2
An inspection is defined as an inspection that has been initiated, such that inspections that are in the system but have not been initiated are not counted as inspections.

5.3
During the subscription period, if the Subscriber exceeds the total number of inspections agreed for the full period, the following extra charges will be applied: The first 20% additional inspections will be invoiced at a fee equal to the average fee for each of the agreed inspections. Additional inspections will be invoiced at a fee equal to the average fee for each of the agreed inspections + 100%.

5.4
The Subscriber cannot change the number of inspections within a subscription period but may request a renegotiation of the Agreement with a 3 months’ notice for the following subscription period.

6. AVAILABILITY AND SERVICE LEVEL

6.1
The Provider aims at providing the best possible availability of the Application but does not issue any guarantees in this respect. All scheduled maintenance will be done, as far as possible, with minimum disturbance to the Subscriber. Maintenance will be done, as far as possible, during weekends or on weekdays between 19h00 (CET) and 00h00 (CET) (hereinafter the “Service Window”). The Application may be unavailable during the Service Window, and the Provider may be forced to make the Application partly or entirely unavailable due to safety reasons or to correct critical errors outside of the Service Window in order to protect the system, the Application or the Subscribers data. If the Application will be unavailable during a Service Window, the Provider will, to the extent possible, advice the Subscriber online or by e-mail on beforehand.

7. SUPPORT

7.1
The Provider provides support by e-mail, unless otherwise agreed with the Provider. Support is available during office hours; Monday-Friday from 09h00 (CET) to 16h00 (CET), less on Danish public holidays. The Provider will respond as quickly as reasonable possible. Support is provided in Danish or English only.

7.2
Support regarding usage of the Application shall be limited to replies to simple questions and shall not include training or consultancy of any kind. Support regarding content of checklists or quality issues concerning the Subscriber’s products is not included.

8. CORRECTION OF ERRORS

8.1
Any experienced problems, defects or errors regarding the Application or the operating thereof, shall be notified to the support team of the Provider, cf. section 7, as soon as possible. The Subscriber shall specify the problem, defect or error and if necessary show how it occurs.

8.2
The Provider aims to maintain continuous operation, including to continuously maintaining the Application by correcting errors and inconveniences. Errors or defects shall be correcte by the Provider as soon as reasonably possible, also taking into account the seriousness of the error or defect in question and the possible consequences of the error or defect, for the Subscriber. No specific time-limit for error-correction is guaranteed.

9. MODIFICATION OF THE SERVICE

9.1
The Provider may continuously make smaller modifications to the Application including its functionality, provided that such modifications does not cause material inconvenience for the Subscriber. Also, the Provider may make modifications to the Applications, which may cause inconvenience to the Subscriber, if this is due to changes in legislation, security reasons or other major external factors. Such modifications are accepted by the Subscriber.

9.2
The Provider may introduce major modifications to the Application, which may even cause material inconvenience for the Subscriber, with 6 months’ written notice. If the Subscriber cannot accept such major modifications, the Subscriber may terminate the Agreement no later than 60 days after the date of the notification, for expiry at the expiry of the above 6-months’ notice. When terminating in such situation the Subscriber is, regardless of section 4.5, entitled to a proportional refund of prepaid subscription fees, but is not entitled to any other payment or compensation, including for damages.

10. DATA EXTRACTION AND DELETION OF THE CUSTOMER’S DATA

10.1
The Subscriber can at any time order an extract of the Subscribers data stored in the Application to be provided in a standard format chosen by the Provider. Such data extraction shall be provided within reasonable time. The Subscriber shall be invoiced for the Providers time spent in connection with such extraction, at the Providers at any time applicable hourly rates.’

10.2
After the time of termination of the Agreement entering into force, the Subscribers data shall be deleted after 30 days. Such deletion shall include any backups of the Subscriber’s data. The Provider may retain any anonymised data for use, cf. section 11.5. Processed personal data is handled in accordance with the agreed Data Processor Agreement.

11. CONFIDENTIALITY

11.1
The Provider shall keep all information regarding the Subscriber’s data processed in the Application confidential, unless such information is already publically known. The Provider may however use the Subscribers data for providing its services to the Subscriber in accodance with the Agreement, and as described in these Terms.

11.2
The Provider may use the Subscriber as a reference customer, but is not allowed, without specific agreement with the Subscriber, to refer potential customers to contact the Subscriber.

11.3
The Agreement, including these Terms shall be treated confidential by the Subscriber and shall not be disclosed by the Subscriber to any third party.

11.4
The Subscriber is obliged to keep user names and passwords confidential. If the Subscriber or a user loses their user name or password, or if there is a risk that these have been disclosed to unauthorised persons, these can be changed by contacting the Provider’s support, cf. para. 7.

11.5
The Provider shall be entitled to collect data for improving the Application provided the Subscriber’s data is duly anonymised.

12. INTELLECTUAL PROPERTY RIGHTS

12.1
Copyright and all other intellectual property rights to the Application, printed materials and any copy of the Application, including images, photos, animations, video, sound, music, text and other programs incorporated in the Application are the property of the Provider or its respective owner, from which the Provider has obtained a right of use.

12.2
The rights to the data entered by The Subscriber into the Application remain with the Subscriber. The Provider may only use such data as described in these Terms.

13. FORCE MAJEURE ETC

13.1
The Provider shall not be liable for any damages or losses, which are direct or indirect consequence of the Provider not being able to fulfil its duties according to the Agreement due to a force majeure event. Force majeure events are i.a. war, mobilisation, terror attacks, natural disasters, strikes, lockouts, fire, flooding, weather conditions or other external water damage, import and export restriction or other restrictions by authorities, virus- and cyber-attacks, power failure, failure in and/or breakdown of a third party´s teleconnections and other unforeseen events that the Provider could not have prevented with reasonable measures including force majeure of a sub-contractor.

13.2
If the Provider is either met with, or has reason to suspect that it will be met with, claims, orders, directives, sanctions or enforcement of any kind by authorities due to the use of the Application made by the Subscriber, the Provider is entitled to either suspend the use of the Application by the Subscriber and/or to terminate the Agreement. The Provider shall to the extent reasonably possible, provide the Subscriber with a warning of such suspension or termination. If the Subscriber’s use of the Application is suspended or terminated, due to reasons described in this clause 13.2, the Subscriber shall, regardless of section 4.5, be entitled to a proportional refund of the prepaid subscription fee based on the period in which the Application cannot be used by the Subscriber for such reason, but shall have no other claims towards the Provider. Such suspension or termination shall not in any way be considered default of the Provider, and the Provider shall not be liable for any damages or losses due to this.

14. DEFAULT

14.1
If either of the parties materially defaults on the Agreement, including these Terms, the non-defaulting party is entitled to terminate the agreement for cause upon written notice provided the default has not been rectified, or the use of the Application restored within 30 days, from notifying the defaulting party of the default in writing.

14.2
If the Agreement is terminated by the Subscriber for cause, cf. section 14.1, the Subscriber is, regardless of section 4.5, entitled to a proportional refund of the prepaid subscription fee.

15. LIMITATION OF LIABILITY

15.1
The Provider disclaims any responsibility or liability in relation to the Subscribers use of the Application, including the Subscribers use of data and results deriving from it, as well as unforeseen consequences of using the Application.

15.2
The Provider disclaims any liability regarding indirect losses, including, but not limited to, for lost earnings, interruption of business, lost business information, as well as other losses resulting from the use of the Application, difficulties or lack of possibility with using the Application, as well as losses resulting from defects or errors in the Application. This also applies if the Provider has been notified of the possibility of such losses occurring.

15.3
The Provider disclaim any responsibility or liability regarding translations provided either in the Application or otherwise.

15.4
The Provider’s total liability towards the Subscriber according to the Agreement is limited to an amount, equal to the subscription fee which the Subscriber has paid to the Provider during the 12 months prior to the event giving rise to the liability.

16. TRANSFER OF RIGHTS AND OBLIGATIONS

16.1
At any time, the Provider shall have the right to transfer its rights and obligations according to the Agreement in full or in part to any third party. The Subscriber shall only be allowed to transfer its rights and obligation to a third party with the prior written consent of the Provider.

17. CHANGES TO THESE TERMS

17.1
The Provider may make changes to these terms with a 4 months’ written notice. Such revised terms shall be effective as of commencement of the subsequent subscription period.

17.2
Any specifically agreed changes or variations to these terms, shall be agreed in writing between the Subscriber and the Provider.

18. Disputes

18.1
Any legal dispute deriving from the Agreement, these Terms or the use of the Application shall be filed with the ordinary Danish courts. Danish law shall, except for its rules on international choice of law, be applicable.