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User License Agreement


USER LICENSE AGREEMENT - INTERNATIONAL


The subscription terms (hereinafter the “Terms”) apply between POS ONE A/S BUS.REG.NO: 26005140, hereinafter “PO”, and the purchaser/user, hereinafter the “Customer”.

 

1           Maintenance

1.1       PO provides for the maintenance of the associated equipment and/or system under the terms of this agreement.

1.2       Special orders and customised software and hardware products cannot be cancelled.

 

2.         Duration of the Agreement.

2.1       The parties to the agreement have the right to give notice to terminate the agreement at the end of the minimum period, taking into account a x*-month notice period. Notice to terminate must be made in writing. If such notice of termination is not given, the period will be extended by the minimum period. The agreement remains in effect for the agreed minimum period. If a minimum period has not been agreed, the minimum period of the agreement is x* months. Upon conclusion of any associated leasing/rental agreement, the minimum period shall comply with this.

2.2         Additionally purchased modules shall follow the initial agreement's start date.

2.3         When activating new POS systems, a new minimum period applies from the date of establishment, unless otherwise agreed.

 

3             Payment.

3.1          Establishment costs are due for payment on the day of delivery and the subscription agreement is charged per period as indicated including any part-period from delivery to first full invoicing period. Total service is billed quarterly in line with the calendar year and services for less than x* per month are billed annually. The customer must subscribe to the provider service. For other forms of payment, a fee is charged per invoice. If the Customer rejects/unsubscribes from the provider service, an extraordinary administration fee of x* ex. VAT is charged. Periodic invoicing may be changed as required by PO and without notice.

3.2          The price is based on the applicable labour costs, license expenses, materials, spare parts inventory, exchange rates etc. at the time of contract agreement. If these conditions change, PO reserves the right to change the price accordingly and without notice.

3.3         If the agreement is not paid on time, a payment reminder with a reminder fee of x* will be issued 8 days after the due date of the invoice. If the subscription is still not paid after 10 days, payment reminder 2 will be issued and PO is entitled to block access to the Application. 10 days after payment reminder 2, a debt collection notification will be issued and PO may report the customer to debt collection. Access to the Application will be reopened after receipt of full payment including various costs with interest, plus a set-up fee of minimum x* if the agreement has not previously been cancelled. Finally and conclusively, after 30 days the entire Application together with the gateway to the payment terminal will be shut down and all data will be deleted. After which it will be necessary to pay for a full establishment of the entire setup. The interest rate is XX*% per month and part thereof and calculated from the due date. An annual obligatory gateway license fee is charged for the customer’s payment terminals as well as payment modules provided directly by PO. These apply during the minimum period of the agreement.

 

4              Scope and applicability of the agreement

4.1           The agreement provides right of use over an overall subscription named POS ONE with the following version designation and name as described in the offer or first page of the agreement (also termed the "Application" or “Apps.” in the following).
The Application itself contains an overview of the subscription type and selected add-on modules. The descriptions of individual functions are always under development and can be viewed at www.posone.dk
Usage of the subscription applies to the legal entity that has created the subscription, and the subscription may not be used by others or for data processing on behalf of others.

 

5.             Customer data and expiry

5.1           The customer owns and may freely dispose of the data in the Application. If the subscription is terminated, the customer has free access to export all archives, data, etc. via the Application's export function before the expiry of the subscription.
After the expiry of the subscription, PO is under no obligation to store the customer's data. Ownership of data is transferred to PO in the event of non-payment of the subscription. The general terms and conditions are regularly updated and without the customer's acceptance and do not alter the customer's obligations to PO.

5.2           The provider is entitled to terminate the agreement with immediate effect if:

                    a) The customer falls behind with payments as described in clause 3.3,

                    b) the software or hardware of the product is misused through abnormal usage,

                    c) the customer stops the payments/is declared bankrupt or

                    d) the customer does not have a basic understanding of PO's systems.

5.3           Upon termination before the end of the period, the remaining services of the binding period/minimum period will be charged including any associated leasing or rental agreement. Upon termination/cancellation, the customer shall be liable for damages for breach of contract to the amount due for the services for the remaining period plus a supplement of x*% per annum added to the total remaining balance.

5.4            Cancellation of the obligatory gateway, as mentioned in clause 3.3, must be done in writing no later than three months before the end of the calendar year. For later notice of termination, the customer will be charged for the following year's service.

 

6.             Operational stability

6.1           PO strives for maximum operational stability but is not responsible for operational disturbances caused by factors beyond PO’s control. These include, among others, power failure, failures of modem connections, ADSL connections, telecommunications connections, integration modules, 3rd party software or comparable force majeure situations.
In all cases, PO aims to restore normal operation as quickly as possible.

6.2            In order to provide the best possible service, it is necessary to periodically develop/replace technical equipment and to perform software updates, etc.
In this context, it may be necessary to temporarily suspend access to the Application. Such interruptions will preferably be scheduled between 22:00 and 07:00 CET. Should it be necessary to interrupt access to the Application outside the above specified period, this will be notified in advance.

6.3            PO is not liable for any interruptions of any nature and cannot be held financially liable for these.

6.4            PO is entitled to regularly execute updates and enhancements of the Application and to always switch to the most optimal version of both frontend and backend systems.

6.5            The Customer is not entitled to allow any 3rd party to perform repairs or installation of equipment or the installation of software not purchased from and/or approved by PO. All equipment and software that PO does not offer in its range must be approved by PO before use. There is no warranty on used equipment unless otherwise stated in the comments. All software installed without the written approval of PO's support team will be charged per hour even though a service agreement has been signed.

6.6             After the expiry of the minimum period, PO may require that the hardware be updated to maintain consistent stability of the system at all times. This expense must be borne by the customer.

6.7            PO's products comply with the supplier's applicable product warranty rules.

6.8            It is the customer's responsibility to control and test the development/adaptation of integrations, POS and other customised software during the first 10 business days after delivery/activation. After which the warranty expires and current hourly rates are charged.

 

7.              Regulation

7.1 Once a year, PO regulates the pricing for future subscription charges based on the evolution of operating costs,

hardware, exchange rates, etc.  
In addition, the subscription price is automatically regulated and without notice every year on January 1, in line with developments in Statistics Denmark's net price index, however, with a minimum of x* % per annum.

7.2           Individual subscriptions are settled according to number of orders/entries/data size etc. Therefore, PO is entitled to upgrade subscriptions to the corresponding price group.

 

8.               Rights

The application and all intellectual property rights belong in their entirety to PO. Individually developed software also belongs to PO, unless otherwise agreed in writing.
PO has the right to assign its rights and obligations under this agreement to another company. Furthermore, the customer’s rights and obligations under this agreement may not be assigned to any third party without the prior written consent of the other party and PO.

 

 9.            PO’s liability

 9.1          PO is liable, subject to the limitations set forth below, in accordance with Danish law's general provision for losses which are not stipulated under these terms.
PO may not be held liable for any losses caused by the customer's simple negligence, absence of controls or system failures.

 9.2          PO is not liable for third party solutions and integrations that are accessible from and/or integrated with the application. PO may thus not be held liable for the accuracy, completeness, quality and reliability of the information nor the results obtained through these 3rd party solutions. Similarly, PO may not be held liable for the availability, security or functionality of 3rd party solutions, including for possible damages and/or losses caused by third party solutions.
PO is not responsible for operating losses, consequential damages or other indirect losses, and the liability amount is limited to the customer's payment for 12 months for a system prior to the occurrence of the circumstance.

                The PO must always be in a position to offer courses to the customer, however, the customer is obliged, at minimum once per year, to always keep its users trained in the overall solution. The expense is borne by the customer.

9.3           Support rates apply during regular working hours and made by the local supplier.

 

10           Confidentiality and data security

10.1        PO only processes the customer's data following the customer’s instructions and thus not for its own unauthorised purposes. PO acts only on instructions from the data controller. PO shall take the necessary technical and organisational measures against data being accidentally or illegally destroyed, lost or impaired and against disclosure to unauthorised person(s), misuse or other processing in violation of the Personal Data Processing Act. At the request of the data controller, PO shall provide the data controller with sufficient information that the data controller can verify that the named technical and organisational measures have been taken.
PO has a duty of confidentiality regarding all data related to the customer that PO comes into possession of and is not entitled to disclose such data to third parties, unless this occurs following acceptance by the customer or the judicial instances of the state demand this. The customer is obliged to maintain confidentiality regarding the Application's functionality and operation.

10.2         PO has taken technical and organizational security measures against data in the Application being accidentally or illegally destroyed, lost or impaired, and against disclosure to unauthorised persons, misuse or other processing in violation of the Personal Data Processing Act. At the customer's request and upon payment of PO’s current rates for such work, PO will provide sufficient information for the customer to verify that the said technical and organisational security measures have been taken.

 

11           Other

11.1        Any dispute arising from the agreement shall be heard at the District Court in Odense as the first instance and shall be dealt with in accordance with Danish law.

11.2        The agreement comes into force upon delivery and activation of the system

11.3        These terms and conditions are regularly updated and do not alter the customer's obligations. Updated terms and conditions can be viewed at www.posone.eu.

 

*these terms are agreed with the suppliers.                                           

                                                                                                                                                                                                                        USER LICENSE AGREEMENT  INT- version 1.7

 



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  PosOne A/S
THRIGES PLADS 8
DK-5000 ODENSE C
(+45) 70 22 13 15
INFO@POSONE.DK
CVR 26005140