Terms and conditions
Definitions:
Application: Offer and order processing program Clickyouvan.com and selected add-on modules.
Usage Data: A type of data generated by the use of the Application. Usage data contains Customer data, technical information and traffic information (operating system, browser type, keyboard language, IP address and the like) and aggregated Customer or user-generated data (session duration, feedback, case creation and the like).
Data controller: The body that decides for which purposes and with which aids the processing of Personal Data may be carried out.
Data Processor: The body that processes Personal Data on behalf of the Data Controller.
Customer data: Data belonging to the customer (or its users) and which is processed in the Application such as user databases, suppliers and other types of production data and documents.
Personal data: Any information that can be related to an identified person or data that can directly or indirectly identify a person.
1. ACCEPTANCE OF SUBSCRIPTION AND TERMS
1.1 These subscription terms (hereinafter “Terms”) are accepted by ticking “I have read and accept the subscription terms” on the order form, by using the Application or services or by otherwise indicating acceptance thereof and apply between Click Your Van Aps, CVR number 42755796, Rosenvoldvej 1, 7140 Stuoby (hereinafter Clickyourvan) 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.
2. SUBSCRIPTION DURATION AND INVOICING
2.1 The subscription takes effect upon ordering and runs until terminated in accordance with these Terms.
2.2 First invoicing period runs from the order date to the end of a calendar quarter. After that, invoices are made quarterly in advance, unless otherwise follows from the agreement or the terms of the specific product.
3. SCOPE AND USE OF THE SUBSCRIPTION
3.1 In accordance with these Terms, the Customer obtains a non-exclusive access to use the offer and order management program Clickyourvan and any selected additional modules (hereinafter under an “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 except as software as a service.
3.2 The customer’s subscription gives the customer access to the Application as it is and to use it within the consumption limits and for the number of users, add-on modules, etc., which appear in the specific products at any time. If the Customer needs additional capacity or functionality, the subscription will automatically be upgraded in the event of such increased consumption or in the event of an additional number of users, add-on modules, etc., and the Customer accepts that the price will be increased accordingly.
3.3 In the Application itself or on the Clickyourvan website, there is an overview of subscription types and selected add-on modules. For individual functions, services and add-on modules, there may be associated independent conditions that must be accepted in addition to these Terms before they can be used.
3.4 The access to use the Application applies exclusively to the Customer, and the Application may not be used by anyone other than the Customer or to carry out data processing or provide other services for anyone other than the Customer.
3.5 The Customer vouches for and has full responsibility for the third parties that the Customer gives access to the Application or that use the Customer’s login details.
3.6 With the exception of what appears in point 3.4, 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.
3.7 The Customer shall ensure that the Application is not used in a manner which may damage Clickyourvan’s name, reputation or goodwill, or which is in breach of relevant legislation or other regulation.
4. PRICES AND PAYMENT TERMS
4.1 Payment terms are 8 days net from the invoice date.
4.2 If the subscription is not paid on time, reminder 1 will be sent free of charge 7 days after the due date of the invoice. If the subscription is still not paid, reminder 2 will be sent 10 days later with a fee of DKK 150.00 and accrued interest, interest is calculated in accordance with the provisions of the Interest Act from the due date. If payment is still not received within 7 days after reminder 2, access to the Application will be blocked. Access to the Application is opened again after payment has been received, unless Clickyourvan has previously canceled the subscription. And the case is forwarded to Debt Collection.
4.3 The customer accepts that invoices and reminders sent per e-mail to the e-mail address specified by the Customer shall be considered delivered when sent by Clickyourvan.
4.4 The prices applicable at any time can be found on the Clickyourvan website and can be changed with one month’s notice to the end of a quarter. The same applies to changes to the composition and content of subscription types and add-on modules. All prices are excl. VAT
4.5 Separate collaboration agreements can be established which form the framework for price and payment terms between Clickyourvan and the customer, these terms only override the general terms where it is mentioned in the collaboration agreement.
5. DISCONTINUE
5.1 In the Application, the customer can terminate the subscription, downgrade the subscription and/or opt out of add-on modules with 6 months notice to the end of a calendar quarter (unless otherwise stated in the description or terms of the specific service).
5.2 Clickyourvan can terminate the subscription with 6 months’ notice before the end of a calendar quarter, or without notice in the event of the Customer’s material breach of these Terms or in the event of the Customer’s bankruptcy or insolvency.
5.3 Separate cooperation agreements can be established which form the framework for price termination and other obligations between Clickyourvan and the customer, these terms only override the general terms where it is mentioned in the cooperation agreement
6. CUSTOMER DATA
6.1 The parties agree that the Customer is the Data Controller with regard to any Personal Information that the Customer uploads and processes in the Application and that the Customer owns and can freely dispose of its own data in the Application. As Annex 1 to these Terms and Conditions, the parties have entered into a data processor agreement (hereinafter “Data Processor Agreement”), to which reference is made, as far as further conditions for processing Personal Data are concerned.
6.2 The application allows the Customer 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. In the event that the subscription expires or is canceled by the Customer, Clickyourvan shall, where reasonable and commercially justifiable, intend to give the Customer a period of 10 days after termination during which the export function can be used.
6.3 Clickyourvan reserves the right to delete Customer Data 90 days after the termination of the subscription, regardless of the reason for this, and Clickyourvan has no obligations to store the data after this time.
6.4 Clickyourvan is entitled to store Customer Data after termination in order to use this in anonymized form for statistics and analysis of the Application.
6.5 Clickyourvan can use Usage Data to maintain, offer and develop additional order management services in Clickyourvan, price the Application and market in accordance with legislation if the necessary security measures have been taken. In cases where Personal Information such as email address and IP address is included in this work, Clickyourvan must anonymize this data. If anonymization is not possible due to technical or practical limitations, Clickyourvan must implement alternative compensatory security measures to ensure applicable law.
6.6 Clickyourvan may share Usage Data with other current or future companies in the Clickyourvan group under the same Terms and restrictions as described in this agreement.
6.7 Clickyourvan can give third parties and authorities access to Customer data, however only in accordance with the relevant data protection legislation, in connection with judgment, authority requirements, the Customer’s bankruptcy, death or the like.
7. OPERATIONAL STABILITY
7.1 Clickyourvan strives for the highest possible operational stability, but is not responsible for breakdowns or operational disruptions, including for operational disruptions caused by factors beyond Clickyourvan’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 as is, and Clickyourvan disclaims any warranty, assurance, representation, representation or other terms, whether express or implied.
7.2 In the event of breakdowns or disruptions, Clickyourvan endeavors to restore normal operation as soon as possible.
7.3 Planned interruptions will preferably be placed in the time period at 21.00-06.00 CET. Should it become necessary to interrupt access to the Application outside the stated time period, this will be notified in advance as far as possible.
8. CHANGES
8.1 Clickyourvan is entitled to continuously update and improve the Application. Clickyourvan 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.
9. INTELLECTUAL RIGHTS
9.1 The Application and information provided from the Application, except Customer Data, are protected by copyright and other intellectual property rights and belong to or are licensed to Clickyourvan. Individually prepared software also belongs to Clickyourvan, unless otherwise agreed in writing. The Customer must notify Clickyourvan of any actual or potential infringement of Clickyourvan’s intellectual property rights or unauthorized use of the Application that the Customer becomes aware of.
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 Customer Data, the Customer grants Clickyourvan and its suppliers a permission and global license that is sufficient for Clickyourvan to properly run and operate the Application and fulfill its obligations. The customer warrants that the material 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 regulation.
10. ASSIGNMENT
10.1 Clickyourvan has the right to transfer its rights and obligations towards the Customer to an affiliated company or third party.
10.2 As far as Clickyourvan’s use of subcontractors is concerned, reference is also made to the Data Processing Agreement.
11. CLICKYOURVAN LIABILITY
11.1 Clickyourvan disclaims any liability in relation to these Terms, services or use of the Application, regardless of whether this arises in contract or outside of contract, including for operating loss, consequential damage or other indirect loss, loss of data, loss based on product liability or loss, that have arisen as a result of simple negligence.
11.2 Clickyourvan is not responsible for the third party solutions available and/or integrated with the Application, including currency feeds/calculators. Clickyourvan 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, Clickyourvan cannot be held responsible for the availability, security or functionality of the 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.
11.3 Regardless of the type of loss or the basis of liability, Clickyourvan’s total liability is limited in terms of 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 Clickyourvan against product liability damages, third party losses and other claims from third parties as a result of the Customer’s use of the Application.
11.4 The Customer agrees to indemnify Clickyourvan against any claim or loss resulting from product liability, loss of third parties or liability for third parties, to the extent that it arises from the Customer’s use of the Application.
12. CONFIDENTIALITY AND DATA SECURITY
12.1 As far as the processing of Personal Information that the Customer uses as Data Controller in the Application is concerned, the provisions of the Data Processing Agreement between Clickyourvan and the Customer apply. As far as Clickyourvan’s processing of Personal Data is concerned, please refer to the Privacy Policy. Clickyourvan has a duty of confidentiality regarding all information that Clickyourvan may come into possession of about the Customer.
12.2 To the extent that the Customer uses information, usernames or passwords that relate to third-party information or services in relation to Clickyourvan, the Customer warrants that the disclosure of such information and Clickyourvan’s processing of such information does not infringe rights or agreements with third parties. The customer must indemnify Clickyourvan for any loss in connection with this provision.
13. CHANGES TO TERMS
13.1 Clickyourvan is entitled to change these Terms in any respect. The Terms applicable at all times will be available on the Clickyourvan website. Clickyourvan intends to give reasonable notice (1 month) in connection with any change when posted on the website. Use of the Application following a change to these Terms constitutes acceptance of such changed Terms. It is the Customer’s obligation to continuously keep up-to-date in relation to changes to the Terms.
14. DISPUTES
14.1 All disputes must be resolved amicably. If this is not possible, the matter must be resolved through mediation
according to the rules on this at the Arbitration Board, including disputes regarding the existence or validity of the contract, the dispute must be settled by arbitration at the Arbitration Institute according to the rules adopted by the Arbitration Institute.
The arbitral tribunal shall consist of three arbitrators.
15. VALIDITY
15.1 These Terms are valid from 12 October 2021 and replace previous terms.