Terms & Conditions for use of Rackbeat
Updated 2023
1. ACCEPTANCE OF TERMS & CONDITIONS
1.1 These terms & conditions for use of Rackbeat (hereinafter “Terms”) are accepted by confirming “I have read and accept terms & conditions” upon sign-up when using Rackbeat the application or by otherwise indicating acceptance thereof. These Terms and Conditions apply between Rackbeat ApS, CVR number 39086409, Gærtorvet 3, 1799 København V, Denmark (hereinafter “Rackbeat”) and the customer (hereinafter “the Customer”). If the Customer is a legal person, these Terms and Conditions are accepted on behalf of the Customer. This service is business to business.
1.2 Audit firms, administrative agencies, and the like may also accept these Terms and Conditions on behalf of the Customer, including when signing a new contract, as they thereby guarantee that the necessary power of attorney exists and that the Customer has been properly informed of the Terms and Conditions in advance.
2. SCOPE AND USE OF THE SUBSCRIPTION
2.1 In accordance with these Terms, the Customer obtains a non-exclusive access to use the Rackbeat Application and selected add-on modules (hereinafter “the Application”), which are 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 other than as Software-as-a-Service.
2.2 The Customer’s subscription only gives the Customer access to use the Application for the number of users that appear in the specific product. The subscription includes the Customer’s associated users, if the Customer needs additional capacity or functionality, the subscription will automatically be upgraded through the use of such additional users, additional add-ons, etc., and the Customer accepts that the price will be increased accordingly.
2.3 In the Application itself or on Rackbeat’s website, there is an overview of subscription types and prices for services provided. For individual functions, services, and add-on modules, there may be associated independent conditions that must be accepted in addition to these Conditions before they can be used.
2.4 The access to use the Application applies exclusively to the Customer and his advisors, and the Application may not be used by anyone other than the Customer or to carry out data processing or provide other services for any others than the Customer. The Customer vouches for and has full responsibility for the third parties that the Customer grants access to the Application. Sharing login details is by no means allowed.
2.5 With the exception of what appears in 2.4, the Customer is not entitled to transfer the subscription to a third party, either in whole or in part, or to grant access to the Application to a third party.
2.6 The Customer must ensure that the Application is not used in ways or for purposes that are violating the legislation or other relevant regulation. The Customer must also not use the Application in a way that could damage Rackbeat’s name, reputation or goodwill.
3. PRICES AND PAYMENT TERMS
3.1 Rackbeat bills the Customer for the services provided under this agreement.
3.2 All prices are exclusive of any applicable VAT and any other taxes charged on services.
3.3 The Customer gives Rackbeat permission to withdraw services via payment card on the Customer’s account or by invoice and at the same time agrees with debtor rules and that any card fees are borne by the Customer.
3.4 Other matters:
- First invoicing takes place immediately after the start of the subscription and is charged monthly in advance unless otherwise agreed.
- The start date of the agreement is upon the Customer’s acceptance of these Terms and Conditions.
3.5 The Customer accepts that invoices and reminders sent per e-mail to the e-mail address provided by the Customer shall be deemed delivered when sent by Rackbeat.
3.6 The prices applicable at any time can be found on Rackbeat’s website and can be changed by posting on the website with 30 days’ notice. The same applies to changes to the composition and content of subscription types and add-ons.
3.7 Rackbeat reserves the right to index the subscriptions with min. 3% per year with or without notice.
3.8 If payment for the subscription is not made online via payment card, an invoice fee of DKK 50 ex. VAT will be added. If the subscription is not paid on time, a payment reminder will be sent without charge 1 day after the invoice’s due date. If the subscription is still not paid, reminder 1 will be sent 7 days later with a fee of DKK 100.00. If payment is still not received within 7 days after reminder 1, access to the system(s) will be blocked.
3.9 If the subscription is provided through a third party, separate terms & conditions may have been agreed upon.
4. THE CUSTOMER’S DATA
4.1 The parties agree that the Customer is the Data Controller with regard to any Personal Information that the Customer enters and processes in the Application and that the Customer owns and can freely dispose of its own data in the Application. In this connection, reference is made to the separately concluded data processing agreement (hereinafter “Data processing agreement”), as far as additional conditions for processing Personal Data are concerned.
4.2 Rackbeat gives the Customer the opportunity to export all files, data, etc. via the Application’s export function, and the Customer accepts that such export must be carried out by the Customer before the end of the subscription.
4.3 Rackbeat reserves the right to delete the Customer’s data immediately after the end of the subscription, regardless of the reason for this, and Rackbeat has no obligations to store data after this time.
4.4 Rackbeat is entitled to store the Customer’s data in anonymised form after termination in order to use this for statistics and analysis.
4.5 Rackbeat may in very special cases, where in Rackbeat’s opinion it is deemed justifiable and reasonable, for example, based on a consideration of loss of value, give third parties and authorities access to the Customer’s data, including in connection with a judgment, authority requirements, the Customer’s bankruptcy, death or the like.
4.6 Rackbeat reserves the right to share Application data with other companies in the Visma group, as part of providing the Application, under the same terms and conditions as described in these Terms and in accordance with the Data Processor Agreement.
4.7 Rackbeat reserves the right to pass on information regarding movements of goods and stocks to third parties solely for the purpose of improving the Customer’s stock bond. This will only happen if the Customer consents to this.
5. OPERATIONAL STABILITY
5.1 Rackbeat strives for the highest possible operational stability, but is not responsible for breakdowns or operational disruptions, including for operational disruptions caused by factors beyond Rackbeat’s control. This means i.a. power failure, failure of equipment, internet connections, telecommunications connections or the like. The Application and Service are provided as is and Rackbeat disclaims any warranty, assurance, representation, representation or other terms, whether express or implied.
5.2 In the event of breakdowns or disruptions, Rackbeat strives to restore normal operation as soon as possible.
5.3 Excluded services. Rackbeat’s maintenance and support does not include:
- Software, hardware and other components not supplied or made available by Rackbeat.
- Errors and problems caused or affected by software, hardware and other components not supplied or made available by Rackbeat.
- Errors and problems caused by the Customer or the Customer’s users not following instructions and recommendations given by Rackbeat.
- Errors and problems caused or affected by third parties not acting on behalf of Rackbeat software developed or modified specifically for the Customer.
6. TERMINATION
6.1 The Customer can terminate the subscription in the Application with a termination period of the current month + 3 months (unless otherwise stated in the description or terms of the specific service).
6.2 The customer can, in the application, downgrade the subscription and/or opt out of additional modules until the end of a month (unless otherwise stated in the description or terms for the specific service).
6.3 Rackbeat may terminate the subscription with 3 months’ notice before the end of a calendar quarter, or without notice in the event of the Customer’s material breach of these Terms, in the event of a breach of clause 2.6 or in the event of the Customer’s bankruptcy or insolvency.
7. CHANGES IN THE APPLICATION
7.1 Rackbeat is entitled to continuously update and improve the Application. Rackbeat 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.
8. TRANSFER
8.1 Rackbeat has the right to transfer its rights and obligations for the Customer to an affiliated company or third party.
8.2 The Customer accepts that Rackbeat is entitled to use subcontractors in all matters, including for the processing and operation of the Application and for the storage of the Customer’s data.
9. INTELLECTUAL 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 Rackbeat ApS. Individually prepared software also belongs to Rackbeat ApS, unless otherwise agreed in writing. The Customer shall notify Rackbeat of any actual or potential infringement of Rackbeat’s intellectual property rights or unauthorized use of the Application of which the Customer becomes aware.
9.2 There is no transfer of intellectual property rights to the Customer.
9.3 In relation to material uploaded by the Customer and all of the Customer’s data, the Customer grants Rackbeat, and its suppliers, a permission and global license that is sufficient for Rackbeat to properly run and operate the Application and fulfill its obligations as well as carry out marketing towards the Customer. The Customer warrants that the material that is uploaded does not infringe the rights of third parties and does not contain material that may be offensive or in breach of relevant legislation or other regulations.
10. RACKBEAT’S LIABILITY
10.1 Rackbeat disclaims any liability in relation to these Terms, services, or use of the Application, regardless of whether this arises in contract or outside of the contract, including for operating loss, consequential damage, or other indirect loss, loss of data, based on product liability or loss arising from simple negligence.
10.2 The Customer accepts that the use of the Application is at their own risk and Rackbeat is not responsible for exceeding national legislative conditions in the country in which the Application is used.
10.3 Rackbeat is not responsible for the third-party solutions available and/or integrated with the Application, including currency feeds/calculators. Rackbeat cannot therefore be held responsible for the correctness, completeness, quality, and reliability of the information, nor the results obtained through these third-party solutions. Similarly, Rackbeat cannot be held responsible for the availability, security, or functionality of third-party solutions, including for possible damages and/or losses caused by third-party solutions. It is the responsibility of the Customer to provide evidence that a loss suffered by the Customer cannot be attributed to third-party solutions.
10.4 The Customer agrees to indemnify Rackbeat against any claim or loss resulting from product liability, third-party loss, or third-party liability.
10.5 Should Rackbeat be recognized as liable for damages despite the above, Rackbeat’s liability, regardless of the type of loss or basis of liability, is limited in terms of the amount to the Customer’s payment in the 12 months prior to the occurrence of the liability-giving relationship, but in all cases a maximum of DKK 10,000. The Customer undertakes to indemnify Rackbeat 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. INTEGRATION TO RACKBEAT WAREHOUSE MANAGEMENT PLATFORM
11.1 Use of Rackbeat Integration Tools/API is at the Customer’s own risk, just as it is the Customer’s responsibility to ensure the correct configuration and setup of its other systems so that data is exchanged correctly to/from the Rackbeat warehouse management platform. The Customer releases Rackbeat from any liability in connection with the use of the Integration Tools/API, except for the correction of errors and omissions.
12. CONFIDENTIALITY AND DATA SECURITY
12.1 With regard to the processing of Personal Information for which the Customer is the Data Controller in the Application, reference is made to the Data Processing Agreement between Rackbeat and the Customer. As far as Rackbeat’s processing of Personal Data in the role of Data Controller is concerned, reference is made to the privacy policy.
12.2 To the extent that the Customer uses information, usernames or passwords that relate to third-party information or services in relation to Rackbeat, the Customer warrants that the disclosure of such information and Rackbeat’s processing of such information does not infringe rights or agreements with third parties. The Customer shall indemnify Rackbeat for any loss in connection with this provision.
12.3 Rackbeat has a duty of confidentiality regarding all information that Rackbeat may come into possession of about the Customer and is not entitled to disclose such information to third parties, unless such information is publicly available, or where Rackbeat has obtained the information from a third party outside of confidentiality, or where Rackbeat is obliged to disclose the information according to law or upon order from an authority or court.
13. CHANGES TO TERMS
13.1 Rackbeat is entitled to change these Terms in any regard. The Terms and Conditions applicable at all times will be available on Rackbeat’s website. Rackbeat intends to provide reasonable notice (1 month) of any change. Changes are notified via email. Use of the Application following a change to these Terms constitutes acceptance of such changed Terms.
14. DISPUTES
14.1 These Terms are subject to Danish law and any dispute arising from the subscription, including these Terms, must be brought before the Copenhagen District Court.
15. VALIDITY
15.1 These Terms apply to existing customers created before 29/09 2023 and until 29/12 2023.