Subscription Agreement

This subscription agreement (“Terms”) governs your (“you, your” ) subscription for and use of the Simply CRM application (“Product”) made available from Simply CRM ApS, having its registered office in Denmark and business registration number: DK33970080 (“Company, we, us”). Upon registration, ordering or using of the Product or renewal of any such subscription you engage in our “Service” and agree to be bound by the following terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms apply to all users of the Product. If you do not agree to all the terms and conditions of this agreement, then you may not access the Product or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. This subscription agreement is valid from November 1st, 2020 and supersedes any prior general subscription agreements. The latest applicable version is always available at the Company’s website. Subscription and License Grant

• The Product is made available to you in our sole discretion and via a specific designated URL. Subject to your acceptance of and compliance with the terms of this agreement, Company grants you a limited, non-exclusive, non-transferable and non-perpetual right to access and use the Product for the agreed number of licenses and solely for your internal business operations. You understand that you are not allowed to install, copy, use or otherwise exploit the Product in any other manner than set forth in these Terms. All rights not expressly granted are reserved by the Company.
• Users can be either your employees or users not employed by you and users may not use or share the same license.
• Any dispute which may occur due to you not complying with applicable legislation is a matter solely concerning you, any injured party or relevant public authority.

Service objectives

• The Company aims to provide operation stability and to make all reasonable efforts to make the Product available to you subject to the terms and conditions set out herein. The Company’s services will be provided in accordance with good IT practice. We will use best efforts to inform you of any known defects which may interfere with the stability of operation or the function of the Product and to remedy and solve such defects.
• The Company aims to perform planned service and maintenance on weekends or between 8 p.m. and 6 a.m. on weekdays (CET). We will publish a note on Simply-crm.com/status, with a 48-hour notice, if a scheduled service and maintenance is expected to cause interruptions outside these hours. Simply-crm.com/status will also publish information on any and all operational issues. We will perform a back-up of your data once every 2nd hour and Back-ups are saved for 2 weeks. Subject to separate payment, you can request that a back-up is restored.
• The Company will maintain Product compatibility and operational functionality with the at any time most recent official versions of the following Internet browsers: Google Chrome, Microsoft Edge and Firefox for Windows and Apple Safari. Although, we will make reasonable efforts to ensure the Product`s compatibility and operational functionality this does however not guarantee that the Product will work identically and reliably with all Internet browsers.

Features requirements, upgrades, maintenance and services

• You acknowledge and accept that it is your sole responsibility to examine and assess the Product in order to ensure that it can operate and function in conjunction with your needs and requirements, including but not limited to your Internet access hardware and software capabilities.
• The Company may in its sole discretion decide to make available upgrades, patches, fixes or similar in connection with the Product, you acknowledge and agree to carry out and use or install such upgrades, patches, fixes or the like to continue operability.
• The Company cannot accept responsibility for and is under no obligations or can assume liability for the provision of your telecommunication lines, Internet subscriptions or connections or any other technical means necessary to ensure your access and use of the Product or your data and any and all costs and risks in this respect.
• Non-marketing related news will be sent to your Admin users (Access level 99), there must be at least one receiver at your company, and you can choose not to receive mails to more persons.

Support

• The Company will generally use its best efforts to reply to the Customer’s support queries within 1 business day.
• We reserve the right to use agents and possible sub-contractors for provision of support and consultancy services. The following levels of support are included in your subscription: a) Response to direct errors reported in the Product b) Answers to general questions regarding how to use the Product provided each answer takes no more than a few lines of email text. This can be supplemented by referring to written documentation and videos.
• For services provided that are outside the above-mentioned levels of support we are entitled to invoice you for support or consultancy services provided. Any such invoicing must be accepted by you prior to the service being delivered.
• Based on your error reporting, we will in our sole discretion (i) perform identification of the reported error, (ii) provide instructions to you on the use of the Product in order to minimize the impact of a reported error until a fix may be released, and/or (iii) correct the errors. We shall endeavour to affirm your error reporting no later than 24 hours on business days from receipt of the report.
• Support will be provided primarily to the by you designated Product administrator (the Admin user), who will be the single point of contact within your company and does not include support directly provided to your users unless otherwise agreed.
• We will continuously communicate to the Customer via email about the use of the – including operational information, product and software updates and satisfaction surveys via questionnaires. If the Customer or one of their Representatives has agreed to receive our promotional emails, as well offers from third-party suppliers, the consent may be revoked by clicking “unsubscribe” in the forwarded email.

Maximum disk storage space

• You will have access to reasonable disk storage space for Customer data and documents. The default limitation is set to 10 GB under fair use, unless otherwise is agreed upon in writing. Should your amount of disk storage space used exceed this, then we will be charging you the at the time then-current storage fee.
• We will attempt to notify you of your current storage use approx. 30 days prior to your license renewal or in case of your eventual overuse. If you have exceeded your storage limit, you be given the choice to delete the data or pay the storage fee from the beginning of the next license renewal.

Prices and payment

• You agree to pay the fees in accordance with the price list set out on our website and governed by these Terms, unless a special agreement has been reached. Current price list containing Fees for Services purchased via the Website can be found on the Website.
• The Company may any time in its sole discretion change the prices and the Terms. Any changes to price, functionality and/or terms will be notified to the Customer in writing, minimum four weeks before such changes are to take effect, and this will at the earliest be from the following subscription period. The changes are deemed accepted by the you unless you terminate this agreement with usual notice, to expire at the end of the then-current subscription period. The expiration or renewal date is available under the ‘billing’ section in the Customers system.
• In addition to the above, we are entitled to change our prices according to changes in currency rates and general price changes (inflation). Euro is used as the base currency. We will continuously assure, that the prices adapted to the Euro`s development and price adjustments will not be notified to the Customer before taking effect.
• You must pay invoices no later than the due date of the Company’s invoice. If you fail to pay an invoice after three reminders, we may suspend your access to the Product and delete your data without further notice. The suspension of your access does not release you from your obligation to pay the invoice and other accruing fees thereafter including possible debt collection cost. In the event of late payment, we will charge interest in accordance with the Danish Interest Act.
• If you create users accounts in addition to the tier set out in your subscription, upgrade the license type or subscribes to optional modules, an invoice will be issued for the additional subscription fee, in accordance with our current price list, for the remaining current subscription period calculated from the beginning of the month of ordering. Invoicing will be based on upon prices as informed via on our website price list, at the time of invoicing.
• If you reduce the number of licenses below the tier set out in your subscription, change the licence type and/or add/delete additional modules, the subscription fee will be adjusted accordingly, beginning at the start of the following subscription period. Prepaid subscription fees for the then-current subscription period will never be refunded, in any circumstances. License type and the number of ‘License users’ shown under ‘licenses’ in your system overview will dictate the type and number of licenses which will be invoiced for the following subscription period.
• You agree to accept invoices and reminders by email. You can request other forms of invoice transmittal (pdf or electronically) but any such change must be confirmed and accepted by us in writing.
• If your company is established outside the EU, we will not charge you VAT. All Danish customers will have Danish VAT added to the license. For customers with a valid VAT number and other EU residence, no Danish VAT will be added to the license price. For customers with no valid VAT number and other EU residence Danish, VAT will still be added to the license price.

Free trial

• We may offer you one trial subscription for the Product. The trial subscription is not subject to payment of subscription fees but may be limited in functionality and to a trial period.
• If you do not subscribe to the Product before the trial period expires, your access to the Product will seize upon expiry of the trial period. Your trial account and data will be deleted shortly hereafter.
• Subject to the foregoing, the Company does not have any obligations during the trial period and undertakes no liabilities for access and use or inability or failure to access or use of the Product.

Term and termination

• The initial subscription period is six months from the ordering date of the Product. Thereafter, the subscription period is automatically renewed for successive periods of 12 months unless otherwise agreed or terminated by you. You can terminate the subscription agreement but must do so no later than 30 days before the commencement of a renewal period. If your subscription is not terminated within this timeframe, it is automatically renewed. We may terminate the subscription agreement immediately if you materially breach the Terms and conditions of this agreement.
• In case of termination of the subscription agreement, continues use of the product will not be allowed and access to the Product will expire from the time of termination of the agreement. You acknowledge and agree that we are entitled to delete you as a user and terminate your access to the Product without further notice. Prepaid subscription fees will never be refunded, in any circumstances.
• Upon termination of the subscription agreement, we will delete your data immediately. If you however request us to store your data, we will do so for a period of 90 days from the day of termination of your subscription. If you after 30 days following the expiry/termination of your subscription have any unpaid invoices, we will delete the data without any further notice.
• Upon termination of the agreement, can assist you in extracting data from the system. However, any such data extraction will be invoiced and must pay for this prior to the extraction the data.
• Termination of your subscription must be confirmed in writing by us for it to be valid.

Warranties

• The Customer warrants to the Company that its use of the Product is fully legal in every respect and that the Customer and that all its users, whether these being internal or external, all adhere to these Terms. The Customer will indemnify and hold the Company harmless from any third-party claims arising out of the Customer’s use of the Product, including claims concerning unsolicited emails and other marketing activities.
• The Customer warrants that it is entitled to process its customer data in the Product under applicable law and will indemnify the Company of any claim and/or loss in this regard.

Disclaimer of warranties The Company disclaims any and all warranties, representations and conditions, whether express, implied or statutory, including without limitation any warranties, duties or conditions of or related to merchantability, fitness for a particular purpose, lack of, accuracy or completeness of responses, results, correspondence to description, non-infringement, workmanlike effort and lack of negligence with respect to the Product, and the entire risk related thereto remain solely with the Customer. Data protection

• The Customer owns the rights to its data as data controller, and the Company acts as data processor on the Customer’s behalf. All processing by the Company of the personal data and other data provided by the Customer shall be in accordance with the applicable laws. The Company’s processing of personal data on behalf of the Customer shall therefore only be done in order to provide the Product and shall be subject to the Customer’s instructions.
• As the Company is data processor and the Customer is data controller, the parties obligations regarding the processing of personal data are regulated in the data processor agreement , which at all times is available in the latest, applicable version on the Company’s website. By accepting these Terms, the Customer also accepts the data processor agreement.
• The Customer is obligated to keep user logins and passwords to the Product secret from any unauthorized users or third parties.
• The Customer has the full responsibility to to ensure that the personal data provided by the Customer and used in the Product is processed by the Customer in accordance with all applicable laws. The Customer is obligated to ensure that the Customer’s data provided in the Product, including personal data, do not violate any third-party intellectual property rights and/or any applicable legislation. The Company accepts no responsibility in relation to any of the Customers data. The Company is entitled to delete any data that in the sole discretion of the Company constitutes a breach of the aforesaid undertaking by the Customer, and the Customer will not be entitled to any compensation in that respect.

Assignment

• The Company is entitled to assign all of its rights and obligations pursuant to the subscription agreement, including these Terms to a third party.
• The Customer cannot assign its rights and obligations pursuant to the subscription agreement to a third party without the prior written consent of the Company. Such content must not be unreasonably withheld.

Intellectual property rights

• The client is obliged to ensure that the data provided by the Company, including personal data, do not violate any third party intellectual property rights and/or any other applicable laws.
• The Company retains all intellectual property rights, including without limitation copyrights, patent rights, trademark rights, know-how etc., in and to the Product. The Company does in no way assign, transfer or grant any rights to any of its intellectual property rights to the Customer.
• The Customer is not allowed to assign, license, sell, rent out, lend out, hand over, or pass on the license to the Product to a third party without the written consent of the Company.
• The Customer is not entitled to copy, reverse engineer, decompile or disassemble, or otherwise change or modify the Product or in any other way attempt to investigate, tamper with and/or discover the source code and/or the structural framework and/or the principles on which the Product is based, except and only to the extent that applicable law expressly permits, despite this limitation.
• The Customer is not entitled to change or remove any marks and notices concerning copyright, patents, trademarks or other rights placed on, applied to or otherwise implemented in the Product.

Limitation of liability

• The liability of either party is subject to the ordinary rules of Danish law, save for the exceptions and limitations as expressly set out in these Terms.
• The Company will only be liable for the Product and excludes liability for any other products, services, tasks or services provided by hosting providers and/or agents acting on behalf of the Company. In no event will the Company be liable for the services, tasks or obligations to be performed by the Customer and/or any third party.
• The Company will not be liable for any direct, indirect, punitive or other damages or losses including, without limitation, damages for loss of profits, business interruption, loss of data or the restoration thereof (except as expressly set out in this agreement, product liability or personal injury arising out of the use of or inability to use the Product or data, including, but not limited to, business interruption, lost business or lost profits or savings.
• As regards loss of data, the sole liability of the Company is – to the extent commercially reasonably – to attempt to restore any lost data based on the most recent back-up copy available. Any and all liability for data irreversibly lost, irrespective of the Company’s commercially reasonable efforts to restore such data, is limited.
• In addition to the exclusions and limitations of liability set out above, the entire liability of the Company (whether in contract, tort, gross or ordinary negligence, strict liability, breach or termination of contract, claim of repayment or proportionate repayment, by statute or otherwise) to pay any damages, compensation or any other amounts during the term of these Terms is limited and capped to an aggregate amount equal to the total aggregate license fee actually paid by the Customer to the Company for the provision of the Product during the preceding twelve (12) months prior to the act or omission that the liability arises from. Furthermore, any of the Company’s liability towards the Customer cannot under any circumstances, separately or all together, exceed the amount of EUR 1,000.
• A party will not be liable for non-performance of its obligations (other than failure to pay any amounts due) in the event that a situation arises beyond its reasonable control including failure or breakdown of telecommunications networks and lines, regulations by government authorities, lock-outs, strikes, infrastructure breakdowns, natural disasters, epidemics, pandemics, acts of terrorism, fires, floods, storms, fire storms, sabotage, vandalism, damages caused by computer virus, hacking, war, civil wars, riots, nuclear disaster etc. which such party did not take into account prior to the execution of these Terms unless the other party (except if performance is de facto impossible) agrees to compensate the affected party for any additional costs incurred as a consequence of a situation beyond such party’s reasonable control.

Confidentiality

• All confidential information received by either party from the other party must be held in complete confidence by the receiving party and its directors, employees, advisers or representatives, and must not without the prior written consent of the Company be used for any purpose other than in connection with the fulfilment of the subscription agreement.
• Confidential information does not include information which (i) has already passed into the public domain other than through breach of this confidentiality obligation; (ii) has been received from an independent third party other than through breach of a confidentiality obligation; or(iii) the Customer can demonstrate has been independently developed by that party prior to disclosure.
• All advertising, press releases, public announcements and public disclosures by a party relating to the subscription must be approved by both parties prior to release to any third party. This clause does not prevent a party from making such press releases, public announcements or public disclosures as may be required by law or otherwise are reasonably justified to protect a party’s legitimate interests.
• The termination of the subscription agreement will not affect the parties’ obligations under this agreement.

Governing law and venue

• The Customer’s subscription agreement, including these Terms, is governed by Danish law, however, excluding (i) any rules concerning choice of law and (ii) the UN Convention on Contracts for the International Sale of Goods (“CISG”), which do not apply.
• Any dispute between the Company and the Customer arising out of the subscription and the Terms will be subject to the jurisdiction of the ordinary courts of Denmark, at the Company’s then-current venue.

Any comments or queries on this policy should be directed to us using the following contact details. Simply Consulting ApS Vesterbrogade 26 1620 København V Denmark CVR: 33970080 info@simply-crm.com If you believe that we have not complied with this policy or acted otherwise than in accordance with data protection law, then you should notify us.