Terms and Conditions

1
INTRODUCTION
1.1
These TERMS AND CONDITIONS apply to the Walor system (hereinafter the “System”) that Walor ApS, Danish reg. no. 42681539, Linde Allé 54 3. th., 2720 Vanløse, Denmark (“Walor”) provides to the customer (hereinafter the “Customer”).
1.2
The order confirmation together with any appendices and these TERMS AND CONDITIONS constitute the agreement (hereinafter the “Agreement”) between Walor and the Customer. In case of any discrepancies between the order confirmation and these TERMS AND CONDITIONS, the terms of the order confirmation will take precedence. The relationship between Walor and the Customer shall only be governed by these TERMS AND CONDITIONS and the order confirmation, to the exclusion of any other or different terms and conditions.
1.3
In case the Customer is a part of a group of associated companies, such associated companies must be specified in the order confirmation between the Customer and Walor. These TERMS AND CONDITIONS shall apply concurrently to all such companies. The group com
1.4
Where a Customer has entered into an agreement on the use of the System through an administrator(s) that are associated through the system (hereinafter the “Partner”), these TERMS AND CONDITIONS will apply to the Customers use of the System, regardless of the agreement with the Partner.
1.5
Walor reserves itself the right to change these TERMS AND CONDITIONS at any time, by respecting a notice period of 2 months.
2.
LICENSE GRANT AND USAGE OF THE SYSTEM
2.1
The System is a solution that enables a whistleblower to report matters of a serious nature. Walor hereby grants the Customer the right to use the System based on these TERMS AND CONDITIONS. The right of usage is restricted to the Customer's personnel and its Partner. Other users may only be granted rights of usage to the System subject to written agreement between Walor and the Customer.
2.2
The Customer’s right of usage is non-exclusive and limited to the Term, in accordance with paragraph 5.1
2.3
In case it is agreed that the Customer’s has been offered a trial period, the Customer’s right of usage to the System is limited to the agreed trial period, and the Customer’s access to the System will be blocked on expiry of the trial period unless a subscription to the System is agreed between Walor and Customer within the duration of the trial period or if it is established by the agreement granting a trial period to the Customer, that the trial period will be followed by a paid subscription to the System.
3.
RESTRICTIONS
3.1
All rights granted under the order confirmation between the Customer and Walor and these TERMS AND CONDITIONS are non-exclusive and non-transferable. Accordingly, if not expressly permitted in these TERMS AND CONDITIONS or the order confirmation, the Customer may not distribute, sublicense, rent, lease, lend, resell or transfer its right of usage of the System, in whole or in part.
3.2
The Customer shall, at all times, act with due care and lawfully towards third parties, particularly by respecting the intellectual property rights and other rights of third parties and the privacy of third parties, by refraining from disseminating information in a manner that is contrary to the law and from granting unauthorized access to the System.
3.3
The Customer may use the System only in accordance with these TERMS AND CONDITIONS and the order confirmation, and the Customer may particularly not reverse engineer, decompile or disassemble the System, or attempt to do so, work around any technical limitations in the System or against restrictions in System documentation.
3.4
Walor reserves its rights to verify eligibility with paragraph 3 at any time and suspend the Customer's access to the System if the eligibility requirements are not met. Walor is further entitled to suspend the Customer’s access to the System if the Customer fails to pay its subscription after the first reminder of late payment.
4.
PRICES AND PAYMENTS
4.1
Without prejudice to the possibility of a trial period, the Customer shall pay the agreed prices set out in the price list of Walor or a prevailing contract document. Walor reserves itself the right to change these prices on an annual basis in accordance with applicable prices as set out in the price list of Walor.
4.2
The payment is made for a Term, in accordance with paragraph 5.1. The payment for the System will be invoiced annually prior to the commencement of a Term. However, the first Term is invoiced upon the acceptance of these TERMS AND CONDITIONS. In any subsequent terms, these terms and conditions will continue to apply.
4.3
Payments shall be made no later than 14 days following the Customer’s receipt of invoice from Walor in the case that the Customer is billed by Walor directly. In case of late payment, Walor charges interest for default on the amount owing at the time in question, corresponding to 10 percent per year. Interest will be calculated on the outstanding balance due.
4.4
If it is agreed that the Customer is billed through a Partner, the Partner determines the terms of payment.
5.
TERM, TERMINATION AND EXPIRY
5.1
The subscription term is twelve months (hereinafter the “Term”), calculated from the date of the Customers acceptance of these TERMS AND CONDITIONS. The Term will automatically be renewed with a new Term every year, unless terminated in advance by either the Customer or Walor pursuant to paragraph 5.2.
5.2
The Customer may terminate its subscription and right of usage to the System with a notice period of one month prior to the end of a Term. Notice of termination must be given in writing. Walor may terminate the Customer’s subscription and right of usage to the System with a notice of at least 6 months prior to the end of a Term. A party is further entitled to terminate the Customer’s right of usage of the System, if the other party is in material breach of its obligation under the order confirmation between the Customer and Walor or these TERMS AND CONDITIONS unless such material breach has been remedied by the other party within a period of no less than 30 days. Lack of payment is considered a material breach. Next to this, Walor may terminate the Agreement in accordance with 3.4 of the Data Processing Agreement between the Customer and Walor.
5.3
The Customer is entitled to receive its data on an accessible media format on expiry of the Term. Further, Walor is obliged to delete the Customer's data, including personal data, no later than two months following the expiry of the Term, unless otherwise prescribed by law. Walor is entitled to payment for its services rendered to the Customer in connection with the expiry of the Customer's usage of the System. Walor is, however, entitled to use anonymised data including, but not limited to, amount of cases, case categories and amount of users in the system, for statistical or research purposes in order to enhance the performance of the System in accordance with paragraph 10.2.
5.4
If the Customer has a Partner, the expiry of the Partner’s right of usage to the Module shall have no effect on the Customer’s right of usage to the System which shall continue subject to these TERMS AND CONDITIONS. However, any agreements that the Customer shall be invoiced by the Partner shall cease on the expiry date and future invoices shall be sent directly from Walor to the customers.
5.5
In the event that Walor and Customer have signed an agreement which grants the Customer a trial period to the System or which grants Customer a trial period to System followed by a paid subscription to the System, paragraphs 5.1 and 5.2 of these TERMS AND CONDITIONS shall be of no effect. The duration and termination of such agreement shall instead be fully governed by the provisions of that agreement.
6.
SERVICE LEVEL AGREEMENT
6.1
The System is available online and access to the System may be established by usage of most available browsers.
6.2
Walor endeavors that the System is available at all times. However, the System may be unavailable due to preventive, corrective or adaptive maintenance or other forms of service announced by Walor in advance and due to other circumstances beyond Walor's control. Without prejudice to paragraph 7.1, Walor will endeavor to notify the Customer in advance about any circumstances that may affect the availability of the System.
6.3
Walor does not guarantee that the System is free of errors and functions without interruption. However, Walor shall continuously maintain the System and make its best efforts to fix errors in the System within reasonable time.
6.4
Guarantees, representations and warranties are binding on Walor only if agreed to specifically in writing.
7.
CHANGES AND UPDATES
7.1
Walor may change the content or scope of the System. If Walor wishes to implement major changes that may result in a change in the Customer's current procedures, Walor shall inform the Customer about the matter as soon as possible and no later than one month prior to the implementation of such changes. By way of derogation from paragraph 5.2, the Customer is entitled to terminate the subscription with effect from the end of the notice period of one month and to receive a time-proportionate share of the paid license fee for the Term
7.2
The Customer may forward wishes to change in the scope or content of the System. Walor is, however, not obliged to change the System to accommodate the wishes of the Customer.
8.
SUPPORT
8.1
Walor shall during the Term, provide technical support pertaining to the System. The support may be supplied by e-mail or telephone within Walor’s ordinary working hours. Requests for support shall be handled within reasonable time. However, Walor does not warrant any particular response time. Any specific agreement on response time must be made in writing and shall be annexed as an appendix to the order confirmation between the Customer and Walor or these TERMS AND CONDITIONS, where the agreement is entered into with the Partner.
9.
BACK-UP
9.1
Walor makes backup of the Customer’s data in its possession. The backup shall be retained with due care and in accordance with the prevailing organizational and technical security of Walor, and Walor shall keep the backup copy for at least three months. All copies of the Customer’s data shall be deleted no later than two months after the expiry of the Term unless otherwise prescribed by law.
10.
INTELLECTUAL PROPERTY RIGHTS
10.1
The Customer’s right of usage of the System, including documents, images, tools, videos and guides contained in the System, is limited to the Term, in accordance with paragraph 2. Walor retains all other rights to the System including documents, images, tools, videos and guides contained in the System including ownership rights and copyrights.
10.2
The Customer's data is the property of the Customer, and Walor is not permitted to copy or delete the Customer's data without instructions from the Customer, without prejudice to paragraphs 5.3, 5.4 and 9. Walor is, however, entitled to use anonymised data including, but not limited to, amount of cases, case categories and amount of users in the system, for statistical or research purposes in order to enhance the performance of the System.
10.3
The Customer guarantees that it has legal rights to all its data and all materials uploaded by the Customer on the System and that no Customer data infringes rights of third parties.
11.
PERSONAL DATA
11.1
Walor processes personal data on behalf of the Customer, and the Parties have agreed to a Data Processing Agreement, which is binding on both the Customer and Walor, pertaining to Walor’s processing of personal data on behalf of the Customer. This Data Processing Agreement shall take priority over any similar provisions contained in other agreements between the Parties, including the Agreement or any Terms and Conditions. The parties maintain that in their relationship Walor is the “Data Processor” and the Customer is the “Data Controller” within the meaning of the applicable personal data legislation. Where the Customer has entered into a data processing agreement directly with the Partner, Walor will act as a sub-processor to the Partner. In the event of processing of personal data on behalf of the Customer the parties shall comply with all data protection laws and regulations.
11.2
Walor will assist the Customer pursuant to the data processing agreement, including but not limit to its assistance to handling of the rights of data subjects, notifying the Data Protection Authority and the data subjects, conduct a data privacy impact assessment, audit, etc. provided that such assistance has been requested by the Customer. Where a Customer has entered into an agreement on use of the System through a Partner, such request must go through the Partner and will be invoiced by the Partner.
12
CONFIDENTIALITY
12.1
Walor ensures that all information received from the Customer in the context of the usage of the system is kept secret toward any third party, unless the disclosure of this information is required by law.
12.1
Walor ensures that all information received from the Customer in the context of the usage of the system is kept secret toward any third party, unless the disclosure of this information is required by law.
13.
THIRD PARTY RIGHTS
13.1
All intellectual property rights to the System including documents, images, tools, videos and guides contained in the System are held exclusively by Walor, its licensors or its suppliers.
13.2
Walor indemnifies the Customer against any claim of a third party based on the allegation that the System including documents, images, tools, videos and guides contained in the System infringes third party rights. In the event that the Customer is met with claims pertaining to its use of the System and/or documents, images, tools, videos and guides contained in the System, the Customer shall immediately inform Walor in writing about the existence and content of the claim and leave the settlement of the claim, including any arrangements made in this regard, entirely to Walor.
13.3
The Customer shall collaborate with Walor in the defence and any related settlement negotiations by providing Walor with appropriate information and any assistance required for said defence or settlement. The Customer is entitled to reimbursement of legal cost in this context. In the event of an infringement claim, Walor shall be entitled either to procure the Customer the right to continued use of the System, bring the infringement to an end by modifying or replacing the System with other software, websites, data files, designs, documentation etc. which has essentially the same functionality as the material in contention, or terminate the Customer's right of usage to the System with immediate effect and reimbursing the Customer its paid subscription fee deducting a reasonable amount for the value of the Customer's use of the System. The Customer has no further rights to compensation pertaining to infringement of third party rights.
14.
LIABILITY
14.1
Walor’s liability is limited to the Customer’s direct losses. Walor’s liability for indirect loss, consequential loss, loss of profits, lost savings, reduced goodwill, loss due to business interruption, loss as a result of claims of the Customer’s customers is excluded. Walor’s liability for destruction or loss of data is likewise excluded.
14.2
Walor’s liability is limited to an amount equal to the subscription fee paid for one year (excluding VAT). For there to be any right to compensation, the Customer must always report the loss to Walor in writing as soon as possible and no later than 3 months after the loss has occurred. The exclusions and limitations referred to in paragraph 14.1 and 14.2 shall cease to apply if and insofar as the loss is the result of deliberate intent or gross negligence on the part of Walor, or if the liability of Walor is the result of personal injury.
14.3
Walor does not, in any way, give legal advice or recommendations and all information, content and materials available on the System and provided by Walor is merely intended for informational purposes. All information, content and materials on the System and provided by Walor may not constitute the most up-to-date information and Walor does not make any claims, promises or guarantees about the accuracy, completeness, currency or adequacy of all information, content, and materials available on the System and provided by Walor. In no event an attorney-client relationship or any other relationship which includes giving legal advice or recommendations between Walor and Customer exists. Walor therefore advises obtaining legal advice or recommendations by a lawyer or legal specialist. Walor shall in no event be held liable for any damages resulting from any actions taken or not taken by the Customer based on any information, content or materials available on the System and provided by Walor.
14.4
The relationship between the Customer and its Partner(s) is of no relevance to the liability of Walor.
14.5
The limits of Walor’s liability in this paragraph shall apply to the fullest extent permitted by applicable law.
15
GOVERNING LAW AND DISPUTES
15.1
The order confirmation between the Customer and Walor and these TERMS AND CONDITIONS are governed exclusively by Danish law.
15.2
Any dispute arising out of or in connection with the order confirmation between the Customer and Walor and these TERMS AND CONDITIONS, including any disputes regarding the existence, validity or termination thereof, shall be settled exclusively by the Danish courts. The venue of the court shall be the venue of Walor.