General Terms and Conditions

The following conditions are applicable for the use of Software-as-a-Service on the Internet (hereinafter “Service”) developed by The Perfect App Ltd. (hereinafter “TPA”).

The Service granted by TPA to the Customer is subject to the following limitations:
(a) the Services may only be used by the officers, employees and subcontractors of the Customer’s entity stated in the agreement between TPA and Customer.
(b) the Services may only be used by named users/personnel identified as part of the Customer´s entity, providing that the Customer may change, add or remove a designated named user in accordance with the limitations set out in license agreement; and
(c) the Services must not be used at any point in time by more than the number of users specified in service plan/license agreement as subscribed to. Except to the extent expressly permitted in the license  agreement. Service granted by TPA to the Customer is subject to the following prohibitions;
(i) the Customer may not sub-license its right to access and use the Services;
(ii) the Customer may not make any alteration to the Service platform, except as permitted by the Documentation. The Customer shall use reasonable endeavors, including reasonable security measures relating to administrator account access details, to ensure that no unauthorized person may gain access to the Services using an administrator account.

TPA shall use all reasonable endeavors to maintain the availability of the Hosted Services to the Customer but does not guarantee 100% availability.
For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this parties agreement:(a) a Force Majeure Event; (b) a fault or failure of the internet or any public telecommunications network; (c) a fault or failure of the Customer’s computer systems or networks;(d) any breach by the Customer of the parties agreement; or (e) less than 15 hours of scheduled maintenance within a 90 days period carried out in accordance with the parties agreement.

For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the TPA platform, either during or after the Term.

TPA may suspend the provision of the Service if any amount due to be paid by the Customer to the TPA under the parties agreement is overdue, and TPA has given to the Customer at least 10 business days written notice, following the amount becoming overdue, of its intention to suspend the Service on this basis.

Maintenance Services
TPA shall provide the maintenance services to the Customer during the Term. TPA shall where practicable give to the Customer at least 10 business days prior written notice of scheduled maintenance services that are likely to affect the availability of the Services or are likely to have a material negative impact upon the Services, without prejudice to the TPA’s other notice obligations under this main body of the parties agreement. The written notice shall be sent to named users with Staff status in the Service. TPA shall provide the maintenance services with reasonable skill and care / in accordance with the standards of skill and care reasonably expected from a leading service provider in the industry.

Support Services
TPA shall provide the support services and helpdesk, if applicable, in the Service plan the Customer has subscribed to.

Customer Data
The Customer hereby grants to TPA a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the TPA’s obligations and the exercise of the TPA’s rights under this Agreement, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service TPA shall create a back-up copy at least daily, shall ensure that each such copy is sufficient to enable TPA to restore the Service to the state they were in at the time the back-up was taken.

No Customer data is stored for more than 15 months. Data is available on terms as set out in the license agreement. The Customer has rights over the data and can at any time, especially in case of termination of the contract, require the transfer of particular or of the total data, in which case TPA will not withhold any of it. The transfer of the data will be done electronically through a data network or upon a special agreement by handing over of a data carrier. The Customer is not entitled to the software, required for processing the data. The Costumer carries the whole responsibility for the admissibility, processing and using of the data, as well as protecting the rights of the concerned parties (providing of information, usage, rights, blocking, erasing). Assistance from TPA in relation to the above transfer of data may be subject to charges.

No assignment of Intellectual Property Rights
Nothing in the parties agreement shall operate to assign or transfer any Intellectual Property Rights from TPA to the Customer, or from the Customer to TPA.

Charges
The Customer shall pay the Charges to TPA in accordance with the license agreement between TPA and Customer.
All amounts stated in or in relation to this agreement are, unless the context requires otherwise, exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to TPA.
TPA may elect to vary any element of the Charges by giving to the Customer not less than 10 days written notice of the variation expiring on any anniversary of the date of execution of the parties agreement, providing that no such variation shall result in an aggregate percentage increase in the relevant element of the Charges during the Term that exceeds 2% more than the percentage increase, during the same period, in the Retail Prices Index published by the Office for National Statistics.

Payments
TPA shall issue invoices for the Service rendered as stated in the parties agreement to the Customer for 1 to 12 months in advance of the period to which they relate. The Customer must pay the Charges to TPA within a period of 10 business days following the receipt of an invoice issued. In all cases Charges must be paid before the commencement of the period to which they relate.
If the Customer does not pay any amount properly due to TPA under the parties agreement, TPA may charge the Customer interest on the overdue amount at the rate of 0,5% per month above the National Banks’ base rate from time to time, which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month.

TPA’s Confidentiality Obligations and Data Protection
TPA must:
(a) keep the Customer Confidential Information strictly confidential;
(b) use the same degree of care to protect the confidentiality of the Customer Confidential Information as TPA uses to protect the TPA’s own confidential information of a similar nature, being at least a reasonable degree of care;
(c) act in good faith at all times in relation to the Customer Confidential Information; and not use any of the Customer Confidential Information for any purpose other that stated herein.

Notwithstanding the above, TPA may disclose the Customer Confidential Information to TPA’s officers, employees, professional advisers, insurers, agents and subcontractors who have a legitimate need to access the Customer Confidential Information for the performance of their work and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
The Customer warrants to TPA that it has the legal right to disclose all personal data that it does in fact disclose to the TPA under or in connection with the parties agreement, and that the processing of that personal data by TPA in accordance with the parties agreement will not breach any applicable data protection or data privacy laws.
To the extent that TPA processes personal data disclosed by the Customer, TPA warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of that Personal Data; it will not transfer or permit the transfer of that Personal Data outside the EU without the prior written consent of the Customer.
TPA shall remain all personal information and all end users’ personal information in strict confidence. TPA will not disclose any personal information without the explicit consent of each data subject. Notwithstanding, TPA may use aggregated, non personally identifiable information, as long as such information cannot be re-identified.
TPA is an application meant for testing and distributing purposes. Users will be required to upload the relevant data to TPA’s servers, where TPA will modify and add the specific monitoring and testing features as requested.
The Customer is solely responsible for distributing apps to others.
TPA shall retain some non identifiable information about users and Customers; such information may be available to the Customer, but TPA may use it, in an aggregated, non-personally identifiable, manner, and distribute it to selected partners and clients such as to identify system-wide bugs, or to create better services.
Not all information can stay secure, and TPA shall employ means to prevent unauthorized access, but some information is sent or hosted by 3rd. party services, and TPA cannot be liable in any case the information was breached.

The parties agree to keep confidential the gained knowledge, especially technological and economic information, as well as other information, such as personal identification numbers, and to use it only for purposes, relevant to the subject of the Customers agreement.

In cases of support to solve a Customer’s problems might be necessary to gain access to Customer’s data. The access can be gained through a web-meeting with the Customer or using database analysis. This access is limited only within the time frame of the particular support session.

Regarding the processing of personal data related to the subject of the contract TPA and the Customer will adhere to the data protection regulations. In accordance with the Danish Data Protection Act, TPA informs the Customer that their data will be saved or compromised.

Warranties
TPA warrants that:
(a) the TPA platform and Services will conform in all material respects with the Services Specification; (b) the TPA platform will incorporate security features reflecting the requirements of good industry practice.
TPA warrants to the Customer that the Services, when used by the Customer in accordance with the parties agreement, will not infringe Intellectual Property Rights.
If TPA reasonably determines, or any third party alleges, that the use of the Services by the Customer in accordance with the parties agreement infringes any person’s Intellectual Property Rights, TPA may at its own cost and expense:
(a) modify the Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or (b) procure for the Customer the right to use the Services in accordance with the parties agreement.

Acknowledgements and warranty limitations
The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, TPA gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, TPA gives no warranty or representation that the Services will be entirely secure beyond industry standards.

Limitations and exclusions of liability
Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event, loss of revenue or income, loss of use or production, loss of business, contracts or opportunities, loss or corruption of any data, database or software, or liable in respect of any special, indirect or consequential loss or damage.
The liability of each party to the other party under this Agreement in respect of any event or series of related events shall not exceed the greater of: The total amount paid and payable by the Customer to TPA under the Agreement in the 12 month period preceding the commencement of the event or events.

Force Majeure Event
If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement [(other than any obligation to make a payment)], that obligation will be suspended for the duration of the Force Majeure Event.
A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must: promptly notify the other; and inform the other of the period for which it is estimated that such failure or delay will continue. A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

Termination
Either party may terminate this Agreement by giving to the other party at least 30 days’ written notice of termination. No refunds will be made for termination within a term. This Agreement is automatically renewed for the term as subscribed to.
Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
Either party may terminate this Agreement immediately by giving written notice of termination to the other party if: (a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
The termination of this Agreement shall not affect the accrued rights of either party.

Notices
Any notice from one party to the other party under the parties agreement must be given by one letter or e-mail using the relevant contact details set out in the parties agreement.

The place of performance is Aarhus, Denmark the sole place of jurisdiction for both parties is Aarhus, Denmark. Solely the laws of the Kingdom of Denmark shall apply. The contract, it’s supplements and amendments, as well as any modifications must be in written form.

Should a clause of the contract be or become ineffective, this shall not affect the validity of the contract as a whole. The contracting parties commit themselves to substitute the ineffective clause with one that most closely reflects the economic intention. The same applies if during the execution of the contract a loophole in it becomes obvious.

TPA reserve the right, at any time in our sole discretion, to: modify, suspend or change the Terms and Conditions, be it to change content, feature or product offered through the Service, with or without notice; to charge fees in connection with the use of the Service; modify and/or waive any fees charged in connection with the Service; and/or offer opportunities to some or all users of the Service.

March 2017