SHARK WMS Cloud Subscription Terms

Subscription terms for SHARK WMS Cloud

1. ACCEPTANCE OF SUBSCRIPTION AND TERMS

1.1 These terms of subscription (“the Terms”) are accepted by selecting “I have read and accept the terms of subscription” on the order form, by using the application or services, or by signing this form. The Terms apply directly between Logiware ApS, CRN no. 26351553, Lyngsø Alle 3A, 2970 Hørsholm, Denmark (“Logiware”) and the customer (“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 In addition, audit firms, administration agencies and the like may accept these Terms on behalf of the Customer, including when accepting new policies, as in doing so they warrant the existence of the necessary power of attorney to do so and that the Customer has previously been duly informed of the Terms.

2. THE SUBSCRIPTION’S DURATION AND BILLING

2.1 The subscription takes effect upon ordering and runs until terminated in accordance with these Terms.

2.2 The first billing period runs from the order date to the end of a calendar quarter. Subsequently, billing shall be done quarterly, in advance, unless otherwise agreed by separate agreement or in the terms for the specific product

2.3 After ordering, new customers have a free right of cancellation for 14 days from the order date.

3. SCOPE AND APPLICATION OF THE SUBSCRIPTION

3.1 In accordance with these Terms, the Customer receives a non-exclusive right to use SHARK WMS and selected additional modules, which are made available online as “software-as-a-service”. The Customer does not acquire the Application or any copy or part of it, and does not acquire a license to run the Application, except as software-as-a-service.

3.2 The Customer’s subscription gives the Customer access to use of the Application for the number of entries, users, additional modules, etc., specified for the products in question. If the Customer needs additional capacity or functionality, the subscription will be automatically upgraded when such additional entries, users, additional modules, etc. are used, and when the Customer agrees that the price will be increased accordingly.

3.3 The right to use the Application applies only to the Customer, and the Application shall not be used for other parties than the Customer, or to perform data processing or provide other services to parties other than the Customer.

3.5 The Customer warrants, and has full responsibility for, any third parties which the Customer gives access to the Application, or which use the Customer’s login details.

3.6 The Customer is not entitled to transfer the subscription to a third party, in whole or in part, or to provide access to the Application to third parties.

3.7 The Customer must ensure that the Application is not used in a way which could harm Logiware’s name, reputation or goodwill, or which is contrary to applicable legislation or other regulation.

4. PRICES AND TERMS OF PAYMENT

4.1 Terms of payment are 8 days net from the invoice date.

4.2 If the subscription is not paid on time, one reminder shall be sent without charge 7 days from the invoice’s due date. If the subscription remains unpaid, reminder two shall be sent 14 days later, with an additional late payment charge of DKK 150. If payment has still not been received within 7 days of reminder two, access to the Application shall be blocked. Access to the Application will be reopened after payment has been received, unless Logiware has terminated the subscription before such time.

4.3 The Customer agrees that invoices and reminders sent by e-mail to the e-mail address specified by the Customer shall be considered delivered when they have been sent by Logiware.

4.4 The current prices can be found on Logiware’s website, and may 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 plans and additional modules. All prices are excl. VAT.

5. TERMINATION

5.1 Within the Application, the Customer can unsubscribe, downgrade the subscription and/or opt out of additional modules to the end of a calendar quarter (unless otherwise stated in the description of or terms for the specific service).

5.2 Logiware can terminate the subscription with 6 months’ notice to the end of a calendar quarter, or without warning in case of the Customer’s material breach of these Terms or the Customer’s bankruptcy or insolvency.

6. CUSTOMER DATA

6.1 The parties agree that the Customer is the data controller in respect of any personal data the Customer uploads to and processes in the Application, and that the Customer owns and may freely dispose of its own data in the Application. As Annex 1 to these Terms, the parties have entered into a data processing agreement, (hereinafter “the Data Processing Agreement”), to which reference is made regarding additional conditions for the processing of personal data.

6.2 At reasonable intervals, or on termination of the agreement, the Customer may be supplied with a backup of the database containing all relevant data.

6.3 Regardless of the reason for termination, Logiware reserves the right to delete the Customer’s data 90 days after the termination of the subscription, and Logiware has no obligation to retain data beyond this time.

6.4 Logiware is entitled to retain the Customer’s data after termination with a view to using it in anonymised form for statistics and analysis of the service.

6.5 In exceptional cases, where Logiware deems it proper and fair, e.g. from a loss of value perspective, Logiware may give third parties and authorities access to the Customer’s data, but only in accordance with the relevant data protection legislation, in connection with court rulings, authority decisions, the Customer’s bankruptcy, death or the like.

7. OPERATIONAL STABILITY

7.1 Logiware strives for the highest possible level of operational stability, but is not liable for breakdowns or malfunctions, including operational disruptions, caused by factors beyond Logiware’s control. These include, among other things, power failure, equipment failure, internet connections, telecommunications connections and the like. The Application and the service are delivered as is, and Logiware disclaims any guarantee, assurance, warranty, claim or other terms, whether directly or indirectly.

7.2 In case of breakdowns or disruptions, Logiware aims to restore normal operation as quickly as possible.

7.3 Planned interruptions in connection with updates and the like will mainly take place during a service window on Sundays from 22:00 to 23:30 CET. Should it become necessary to interrupt access to the Application beyond the specified period, this will be announced in advance to the extent possible.

8. CHANGES

8.1 Logiware is entitled to carry out updates and improvements to the Application continuously. Logiware is also entitled to change the composition and structure of the Application and services. Such updates, improvements and changes can be made with or without notice and may affect services, including information and data uploaded to or given by, the Application.

9. Support

The subscription ensures that the Customer has access to the latest versions of the product, as well as the right to support.

The agreement grants the right to obtain support for problems with the product.

Unless otherwise agreed, Logiware offers online product support as well as support via e-mail and telephone from Monday to Friday, 08:30-16:30.

Support questions submitted via e-mail will usually be answered no later than the following working day. Support inquiries received via telephone are prioritised by their time of reception.

In connection with holidays, Logiware reserves the right to close down support. In such cases this will be communicated on the website sharkwms.com

Support for customisations will be delivered during a warranty period of 3 months, after which customisations will be handled at the current consultant rate. What is considered a customisation is stated in the individual agreement.

Support is provided to the SHARK administrator, who is appointed by the Customer.

Logiware’s obligations do not include instruction or training of the user if the required information can already be found in the general documentation. Nor do they include creating customer-specific adjustments to the Services, correcting errors which occurred due to actions by anyone other than Logiware, or negligent or improper handling. Furthermore, the obligations do not include correcting errors caused by a product/service from a third party which has been linked to the Services, or correcting errors caused by errors in the Customer’s technical equipment, or errors caused by malicious code. Furthermore, Logiware is under no obligation to correct errors in networks, operating systems or other software provided by a third party.

All efforts on the part of Logiware must be proportional to the subscription charge.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 The Application and information delivered from the Application, except the Customer’s data, is protected by copyright and other intellectual property rights and is owned by, or licensed to, Logiware. Individually created software also belongs to Logiware ApS, unless otherwise agreed in writing. The Customer must notify Logiware of any actual or potential infringement of Logiware’s intellectual property rights or unauthorised use of the Application which the Customer becomes aware of.

10.2 There will be no transfer of intellectual property rights to the Customer.

10.3 Regarding material uploaded by the Customer and all Customer data, the Customer grants Logiware and its suppliers authorisation and a worldwide license sufficient for Logiware to properly run and operate the Application and meet its obligations. The Customer warrants that the uploaded material does not infringe the rights of third parties and does not contain material that may be deemed offensive or violates relevant legislation or other regulation.

11. TRANSFER

11.1 Logiware has the right to transfer its rights and obligations in relation to the Customer to a consolidated company or third parties.

12. LOGIWARE’S LIABILITY

12.1 Logiware disclaims any liability related to these Terms, services or use of the Application, whether arising from a contract or out of a contract, including operating loss, consequential damage or other indirect loss, loss of data, loss on grounds of product liability or loss caused by simple negligence.

12.2 Logiware is not liable for any third-party solutions available from and/or integrated into the Application. Logiware cannot be held liable for the accuracy, completeness, quality and reliability of information, nor of results, obtained through these third-party solutions. Similarly, Logiware cannot be held liable for the third-party solutions’ availability, security or functionality, including for possible damage and/or loss caused by third-party solutions.

12.3 Regardless of the type of loss or the basis of liability, Logiware’s total liability shall be limited to an amount corresponding to the Customer’s payments for 12 months leading up to the actionable issue’s occurrence, although not exceeding DKK 10,000 in any case. The Customer undertakes to indemnify Logiware for product liability damages, third-party damage and other claims by third parties as a result of the Customer’s use of the Application.

12.4 The Customer agrees to indemnify Logiware for any claim or loss arising from product liability, third-party loss or liability for third parties, to the extent that such a claim arises from the Customer’s use of the Application.

13. CONFIDENTIALITY AND DATA SECURITY

13.1 Regarding the processing of personal data used by the Customer as a data controller in the Application, the Data Processing Agreement’s provisions apply between Logiware and the Customer. Regarding Logiware’s processing of personal information, please refer to the Privacy Statement.

13.2 Logiware is subject to a duty of confidentiality regarding all information which Logiware may obtain about the Customer, and is not entitled to disclose such information to third parties unless such information is publicly available, or where Logiware has received the information from a third party which is not subject to the duty of confidentiality, or where Logiware is required to disclose such information by law or the instructions of a public authority or court.

13.3 To the extent the Customer uses information, usernames or passwords concerning third-party information or services in relation to Logiware, the Customer warrants that the disclosure of such information and Logiware’s processing of such information do not violate rights or agreements with the third party. The Customer shall indemnify Logiware for any loss in connection with this provision

14. CHANGES TO TERMS

14.1 Logiware is entitled to change these Terms in every respect. The currently applicable Terms will be available on Logiware’s website. Logiware intends to give reasonable notice (one month) in connection with any changes by posting information about such changes on the website. Use of the Application following a change to these Terms constitutes acceptance of the revised Terms. It is the Customer’s obligation to continuously stay updated regarding changes to the Terms.

15. DISPUTES

15.1 These Terms are governed by Danish law, and any dispute arising out of the subscription, including these Terms, must be brought before the City Court of Copenhagen.

16. VALIDITY

16.1 These Terms shall apply from 1 January 2019 and shall replace any previous terms.