1. Acceptance of terms and conditions
1.1 1.1 The terms and conditions (hereafter ”Conditions”) are accepted by checking the box ” I have read and accepted the terms and conditions” by accepting the submitted offer, by using the application or declare acceptance in any other way, We limit access to information for these service providers to what is necessary, and is applicable between Rackbeat Aps, CVR-nr 39086409, Havnegade 53B, 1058 Copenhagen K, Denmark (hereafter ”Rackbeat”) and the customer (hereafter ”the customer”). If the customer is a legal person, these terms are accepted on behalf of the customer. This service is business to business.
1.2 1.2 Furthermore, audit companies, administrative companies and the like, can also accept these conditions on behalf of the customer, including new contracts, if these thereby are responsible for necessary proxy and that the customer has been adequately informed about the conditions.
2. THE SCOPE AND USE OF THE SUBSCRIPTION
2.1 2.1 The customer is according to the conditions granted non-exclusive access to usage of the Rackbeat application and chosen add-ons (hereafter the application) which are offered online as Software-as-a-Service. The customer does not get the application or a copy hereof and is not granted a license to the service except as Software-as-a-service.
2.2 2.2 The customer’s subscription solely grants the customer access to the number of users, specified in the specific product. The subscription includes the customer’s associated users, if the customer has a need for additional capacity or functionality, the subscription will automatically be upgraded through usage of additional users, add-ons and so forth, and the customer accepts that the price will be adjusted accordingly.
2.3 2.3 The prices of delivered services and subscriptions can be found in the application itself or on Rackbeat’s website. Independent conditions may apply for singular functions, services and add-ons, which should be accepted in addition to these conditions, before they can be applied.
2.4 2.4 The access to use this application is restricted to solely the customer and its advisors, and the application may not be used by others than the customer, nor be used by others than the customer for data processing or other services. The customer holds full responsibility for the third-parties that grant access to the application or usage of the customers’ log-in details.
2.5 2.5 The customer is not permitted to transfer the subscriptions fully or partly to a third party, excluding what is stated in 2.4, or give access to the application to a third party.
2.6 2.6 The customer is responsible for ensuring that the application is not used in a way that could harm Rackbeat’s name, reputation or goodwill, nor violates any other laws or regulations.
3. PRICES AND PAYMENT TERMS
3.1 The customer accounts Rackbeat for the delivered services under this agreement.
3.2 All prices are excluding any potential VAT, taxes or fees that are charged with services.
3.3 The customer gives Rackbeat permission to withdraw additional services via credit card(s) tied to the customer’s account and is simultaneously in agreement with debitor regulations, and that any potential card fees are paid by the customer.
3.4 Other conditions:
- The first billing occurs after the start of the subscription and is withdrawn a month in advance unless otherwise agreed. The start date of the agreement is the time of acceptance of these terms and conditions.
- The start date of the agreement is the time of acceptance of these terms and conditions.
3.5 The Customer accepts that invoices, charges, and fees sent to the email, provided by the customer, are considered delivered when they are sent by Rackbeat.
3.6 All invoices and updated usage overview will be accessible in the application.
3.7 The existing and applicable prices can be found on Rackbeat’s webpage and can be changed through the webpage, with 30 days’ notice. The same is applicable to changes in the content and composition of subscription types and add-ons.
3.8 Rackbeat reserves the right to index regulate the subscriptions with min. 3% per. annum or without notice.
3.9 If the payment is not made by credit card a 50 DKK ex. VAT, invoice fee is added. If the subscription is not paid in time, a payment reminder is sent one day following the due date of the invoice. If the subscription is still not paid within 7 days, a 100 DKK fee is sent. If the payment is still not made following the invoicing of the above-mentioned fee, access to the systems is blocked.
4. EXPIRY
4.1 The customer can cancel the subscription with current month + three months notice (unless otherwise specified in the description or conditions of the specific service).
4.2 The customer can downgrade or/and deselect add-ons within the application, until the end of the month (unless otherwise specified in the description or conditions of the specific service).
4.3 Rackbeat can cancel the subscription with three months’ notice until the end of a calendar quarter, or without notice following considerable neglect of these terms or customer’s bankruptcy or insolvency.
5. CUSTOMER DATA
5.1 The parties agree that the customer owns and can freely dispose of its own data in the application. The application gives the customer the opportunity to export all records, data and so on, via the application export function. Also, the customer accepts that such export has to be done by the customer prior to the end of the subscription.
5.2 Rackbeat reserves the right to delete the customers data following the end of the subscription, regardless of the reason for termination. Also, Rackbeat has no obligations to store customer’s data after termination.
5.3 Rackbeat reserves the right to give information regarding movement of goods and stock, to a third-party, in connection with the intent of improving the customer’s stock tie-up.
5.4 Rackbeat can under special circumstances, in which it is deemed responsible and reasonable by Rackbeat, e.g. on the basis of a value loss calculation, give a third party and government access to customer data, including in connection with sentencing, legal authority demands, bankruptcy, death or the like.
5.6 Rackbeat reserves the right to give information regarding movement of goods and stock, to a third-party, in connection with the intent of improving the customer’s stock tie-up.
5.7 The customer accepts that Rackbeat retrieves and stores personal data regarding employees, customers, and suppliers. All personal data is stored in accordance with the applicable EU-standards and can always be extracted or anonymized by contacting Rackbeat with such a request. gdpr@rackbeat.com. gdpr@rackbeat.com
6. STABILITY OF OPERATIONS
6.1 Rackbeat aims towards maximum operational stability but is exempt from breakdowns or operational disturbances, including operational disturbances outside of Rackbeat’s control. Included are power breakdowns, defective- devices, internet connection or phone lines and the like. The application and the service are delivered as it is and exists, and Rackbeat opt-out of any guarantee, ascription, warranty or other terms, undeterred by direct or indirect.
6.2 In the case of break-down or disturbances, Rackbeat aspires to re-establish normal operations as soon as possible.
6.3 Rackbeat is not responsible for maintenance and support:
- Software, hardware and other components which have not been provided by Rackbeat.
- Issues and problems caused by software, hardware and other components which have not been provided by Rackbeat.
- Issue or problems caused because the Client did not follow instructions and recommendations from Rackbeat.
- Issues and problems caused or affected by a third party who does not provide any services on behalf of Rackbeat.
7. CHANGES IN THE APPLICATION
7.1 7.1 Rackbeat has the right to continuously update and improve the application. Additionally, Rackbeat has the right to change the content and structure of the application and services. Such changes, improvements, and updates can occur without or with notice and can affect services, including information and data uploaded to or released by the application.
8. TRANSFER
8.1 Rackbeat reserves the right to transfer its rights and obligations towards the customer to a concern or a third party.
8.2 The client accepts that Rackbeat is permitted to use sub-contractors in all regards, including Rackbeat liquidation and operations and storage of customer’s data.
9. PARTNERS
9.1 Rackbeat works with other Software-as-a-Service providers and in these partnerships focus on delivering complete IT solutions to the customer.
9.2 The partners include, but are not restricted to; Bizz Zolutions IVS. The at any time relevant partners, and descriptions hereof, can be found on Rackbeats website.
9.3 The client accepts that Rackbeat can address the client any time with suggestions for potential IT-solutions. if Rackbeat deems it an acceptable match for the client’s business.
10. IMMATERIAL RIGHTS
10.1 Application and information that is submitted from the application, excluding the client’s data, is protected by copyright and other intellectual property rights that belong to or is licensed to/by Rackbeat Aps. Additionally, individually produced programming belongs to Rackbeat, unless otherwise agreed in writing. The client has to give Rackbeat information regarding any actual or potential violation of Rackbeat’s immaterial rights or unauthorized use of the application that comes to the client’s attention .
10.2 There is no submission of immaterial rights to the customer.
10.3 Regarding the material uploaded by the customer and all customer’s data, the customer grants Rackbeat and its contractors permission and global license, that is sufficient for Rackbeat in order to justifiably run the application and fulfills its obligations and market towards the customer. The customer is responsible for its uploaded material not violating third-party rights and does not contain material that can be perceived as offensive nor is in violation of other relevant laws or regulations.
11. RACKBEAT’S LIABILITY
11.1 Rackbeat renounces any responsibility in relation to these conditions, services or use of the application regardless of this occurring with or without a contract, including operational loss, collateral damage, indirect damage, loss of data, loss due to product responsibility or loss arising due to simple carelessness.
11.2 The client accepts that the use of the application is at the client’s own risk, and Rackbeat is without responsibility for any violations of ethical or regulatory conditions, in relation to the country in which the application is used.
11.3 Rackbeat is not responsible for the third-party solution that is accessible and/or is integrated with the services delivered by Rackbeat. Rackbeat can, therefore, not be kept responsible for the accuracy, absoluteness, quality, and reliability of the information, nor the results achieved through these third-party solutions. Also, Rackbeat has no obligations regarding the third-parties accessibility, security or functionality, including potential damages and/or loss caused by third-party solutions. It is the client’s responsibility to present evidence for potential loss not being caused by third-party solutions.
11.4 The client accepts that Rackbeat is unaccountable for any demand or loss, that is caused by product responsibility, loss at a third party or responsibility for a third party.
11.5 Rackbeat will never be responsible nor accountable for attributed loss or damages, regardless if these were predictable, known or in any other way come into the awareness of Rackbeat or the customer:
- Loss of turnover
- Damages of, destruction or loss of data or program, regardless of the cause
- Collateral damage due to restricted or absent access to data or the program, regardless of the cause
- Client’s damages or loss, as a consequence of hacking, virus or similar attacks at Rackbeat
- Client’s damages or loss, as a consequence of hacking, virus or similar attacks at Rackbeat
- Loss of goodwill
- Loss of expected savings
- Loss of liquid assets
- Interruptions of business
- Referring to regulations in paragraph #.# to #.# any loss related to a third party’s demand of any kind, any form of indirect loss, special loss or associated loss, or other loss, that may occur from the customers use of the inventory platform
- Loss or fines as a consequence of the customer’s lacking adherence to the applicable data protection policy, cf. #.#
11.6 Should Rackbeat, despite the above mentioned, be held responsible for covering substitution of damages Rackbeat’s responsibility is always equal to the fee that the customer has paid for the service in the month prior to the claim for damages. Albeit, only to the extent that the total damage claim covered by Rackbeat, despite the above, never can be more than DKK 1.000,00.
12. INTEGRATION TO RACKBEATS INVENTORY MANAGEMENT PLATFORM
12.1 Use of Rackbeat’s integration tools/API occurs on the customer’s own responsibility, likewise it is the responsibility of the client to secure correct usage and setup of its additional systems, in order to ensure correct data transfer to and from Rackbeat inventory management system. The customer absolves Rackbeat Rackbeat for any responsibility in connection with usage of integration tools/ API, except corrections of mistakes and lack.
13. CONFIDENTIALITY AND DATA SECURITY
13.1 Rackbeat solely processes the customer’s data, after this instruction and therefore, not for personal, unrelated purposes.
13.2 Rackbeat has confidentiality about all client-related information, that it comes in possession of, and is not permitted to pass on such information to a third party unless such information is accessible to the public, Or when Rackbeat have been provided information from a third-party, outside of confidentiality or when Rackbeat is obliged to pass-on information according to legislation or due to demands from authorities or a court.
13.3 Rackbeat has implemented necessary technical and organizational security measures against information in the application accidentally or illegally is destroyed, lost or damaged and against it coming into awareness of unauthorized people, is abused or otherwise processed in violation of personal data processing policy.
13.4 To the extent that the customer use information, usernames or passwords, that are related to a third party’s information or services in relation to Rackbeat, the customer is aware of the passing on of such information and Rackbeat’s processing of such information not violating rights or agreements with a third-party. The client must exempt Rackbeat from any accountability for loss in this regard.
14. Change of conditions
14.1 Rackbeat is allowed to change these conditions in any way. The at any time applicable conditions will be accessible on Rackbeat’s webpage. Rackbeat aims at informing about such changes in a reasonable time (1 month), via the web page
15. DISPUTES
15.1 These conditions are subject to Danish law and any dispute that arises from a subscription, including these conditions must be brought to the District Court in Copenhagen.
16. VALIDITY
16.1 These conditions are valid from 01/01-2018.