These general terms have been agreed and apply (the “Agreement”) between Pactius A/S (“Pactius”) and the business or public entity (the “Customer“) with related users (“Users”) that has acquired and uses the PACTIUS contract management system.
1. THE PACTIUS CONTRACT MANAGEMENT SYSTEM
1.1 The Customer’s access to use the PACTIUS contract management system is subject to the Agreement and the documentation at Pactius’s website applicable from time to time.
1.2 Pactius makes PACTIUS available with the contract management functionality and features appearing from Pactius’s website and the version of the system applicable from time to time.
1.3 Pactius develops, maintains and supports PACTIUS in accordance with Pactius’s guidelines for this in force from time to time.
1.4 PACTIUS is reserved for commercial use by businesses and public authorities and other legal entities using PACTIUS in a business context. PACTIUS thus cannot be acquired or used by consumers and accordingly the consumer protection rules in force do not apply.
2.1 The Customer and all affiliated businesses and public entities will get a limited, non-transferable, non-exclusive and time limited right of use to use PACTIUS for the Customer’s own internal contract management and data processing for the number of individual and named Users whom the Customer has registered for PACTIUS and for whom the Customer pays the subscription fee.
2.2 The right of use is subject to the Customer paying the current subscription fees for its registered Users and will apply for the period paid for.
2.3 The Customer may let its employees, advisors and other related named natural persons use PACTIUS as individual Users of PACTIUS and the Customer may on an ongoing basis register and de-register Users and must pay the current subscription fee for each registered User.
2.4 The individual User’s access to PACTIUS is personal and must not be used by others than the relevant User and the User is not entitled to grant access to third parties by way of use of the User’s personal user ID and password.
2.5 The Customer is responsible and liable for the Users registered by the Customer, including for ensuring that the Users comply with the Agreement and other guidelines applicable for PACTIUS and for the Customer.
2.6 The Customer is not entitled to access or change any files and access protection features providing access to the use of PACTIUS. Furthermore, the Customer is not entitled to change or remove any indications and/or remarks regarding copyright, trademarks or other rights in PACTIUS.
2.7 Pactius reserves the right to block the Customer’s and the Users’ access to PACTIUS in the event of the Customer’s breach of the Agreement.
3. PAYMENT OF SUBSCRIPTION FEE
3.1 The Customer is under an obligation to pay the current subscription fee for each User registered for PACTIUS.
3.2 The subscription fee is charged according to the price applicable from time to time per User, which depends on the number of Users registered by the Customer in accordance with the price schedule applicable from time to time at Pactius’s website or according to separate agreement.
3.3 All prices indicated at Pactius’s website or otherwise stated by Pactius are in Danish kroner and exclusive of VAT and any duties payable in accordance with applicable rules.
3.4 The subscription fee is calculated and invoiced per month based on the number of Users registered at the time of invoicing irrespective of how long they have been registered. The subscription fee will be adjusted upwards and downwards depending on the number of Users registered by the Customer.
3.5 All invoices fall due for payment 14 days after the invoice date. In the event of overdue payment the Customer will receive a reminder eight (8) days from the invoice due date. If the subscription fee remains overdue, a second reminder is sent eight (8) days after the first reminder. In case the subscription fee is still overdue eight (8) days after the second reminder is sent, the Customer’s access to PACTIUS is blocked. The Customers access to PACTIUS will be reopened upon Pactius receipt of full payment unless Pactius before has terminated this Agreement for breach.
4. THE CUSTOMER’S RESPONSIBILITY AND OBLIGATIONS
4.1 PACTIUS is a browser-based Internet application. The Customer must therefore have an Internet connection and keep updated with the supported browser versions applicable from time to time indicated at www.pactius.com.
4.2 The Customer has sole responsibility for its own and the Users’ compliance with all relevant legislation and security measures in connection with the implementation and all types of use of PACTIUS.
4.3 The Customer is responsible for ensuring that PACTIUS is applicable in relation to the specific use intended, including for the integration or interaction between PACTIUS and the Customer’s other systems.
4.4 The Customer is responsible for ensuring that access and logon information (e.g. user ID and password) is stored in a manner preventing unauthorised access. If the Customer suspects that unauthorised persons have gained access or that a risk of such unauthorised access exists, the Customer must notify Pactius thereof immediately.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Pactius holds title, copyright and all other intellectual property rights in PACTIUS and in templates, formats, etc., to which the Customer obtains a right of use (license) on the terms applicable for such use.
5.2 Pactius guarantees that PACTIUS is not infringing any third party intellectual property rights.
6.1 The Customer owns and has full control of its own data in PACTIUS and Pactius holds no rights whatsoever in the Customer’s data.
6.2 Pactius will delete the Customer’s data in connection with the expiry of the Agreement, irrespective of the reason for such expiry, but must, however, give the Customer ten days’ notice from the expiry of the Agreement in order for the Customer to be able to relocate and/or copy its data at its own expense and risk. After the end of this period, Pactius is not under an obligation to store the Customer’s data.
6.3 Pactius is entitled to use data at an aggregated and anonymised level as part of Pactius’s general business activities and for statistical purposes.
7. OPERATING RELIABILITY
7.1 Pactius strives the ensure the best possible operating reliability, but is not responsible for breakdowns or operational disruptions, including for operational disruptions caused by factors outside Pactius’s control, among other things, power failures and errors on equipment, Internet connections, telecommunications connections, and the like.
7.2 In the event of breakdowns or disruptions, Pactius will strive to restore normal operations as quickly as possible.
7.3 Planned interruptions will primarily be placed between 9:00 pm and 6:00 am CET. Where it proves necessary to interrupt the access to PACTIUS outside this window, notification thereof will be given to the extent this is possible.
8. SUPPORT, MAINTENANCE AND FURTHER DEVELOPMENT
8.1 The subscription includes telephone support and email support as described from time to time at www.pactius.com/support.
8.2 PACTIUS is made available to the Customer as is in the updated version applicable from time to time.
8.3 On an ongoing basis, Pactius will, at its own discretion, update, maintain and further develop PACTIUS, including adding to, removing from and/or altering the composition and structure of PACTIUS and of the PACTIUS website to be implemented on an ongoing basis and where necessary without separate notice.
9.1 Pactius has implemented the usual technical and organisational security measures to ensure that the data in PACTIUS is not accidentally or unlawfully destroyed, lost or impaired or brought to the knowledge of unauthorized third parties, abused or otherwise processed contrary to the Danish Act on Processing of Personal Data.
9.2 Pactius is not liable in the event the data comes to the knowledge of third parties due to unauthorised intrusion into the transmission line or errors in data transmissions outside of Pactius’s control.
9.3 The Customer must ensure that unauthorised persons do not gain access to PACTIUS via the Customer and that the Customer and the Users observe the security instructions in the PACTIUS system.
10. TERM AND TERMINATION
10.1 The Agreement is in force for as long as the Customer has active Users registered in the PACTIUS system and until the Agreement is terminated for convenience by the Customer or Pactius giving three months’ written notice to expire at the end of a calendar quarter or until terminated for cause by one of the Parties.
10.2 Pactius may at any time and giving the same notice amend the Agreement with general effect for its Customers, including the conditions for use and the calculation of the subscription fee with binding effect on the Customer. Notice will be given at the Pactius website. Where the Customer is unable to accept the amended terms of the Agreement, the Customer’s sole remedy is to terminate the Agreement.
10.3 In the event of material breach, the party not in breach is entitled to terminate the Agreement, if a complaint is made about the material breach giving 14 days’ written notice and the breach has not been remedied within this period by the party in breach.
10.4 In the event of expiry of the Agreement, the Customer’s access to PACTIUS will cease at the time of expiry of the notice period or at the date of termination for cause.
10.5 In the event of expiry of the Agreement, the Customer must pay subscription fee until the time of expiry. Pactius is in no case under an obligation to refund fees received to the Customer.
11.1 The Parties are liable according to the general rules of Danish law unless otherwise provided in this Agreement.
11.2 Pactius will make PACTIUS available in the updated version applicable from time to time and makes no direct or indirect warranties, guarantees, undertakings or claims as to the use, applicability or fitness for a particular purpose for the Customer and/or its Users and disclaims any and all liability in this connection.
11.3 Pactius is only liable for its own products and services. Pactius assumes no liability for matters relating to an agreement, if any, between the Customer and one of Pactius’s business partners or for the products and services of third parties.
11.4 Pactius is under no circumstance liable for operating loss, operational disruptions, loss of profit and revenues, loss resulting from loss of data, reconstruction of data or loss of access to such data, lost savings or for claims made by a third party against the Customer or for indirect loss or consequential loss of any kind.
11.5 In case of loss of data, which is solely attributable to Pactius, Pactius endeavor to reconstruct the Customers data based on available backups.
11.6 Irrespective of the basis for such liability, Pactius’s total liability is limited to the subscription fee paid by the Customer in the calendar year preceding the year in which the loss was incurred.
12. DATA PROCESSOR AGREEMENT
12.1 Pactius processes the personal data included in the contracts and agreements which the Customer choses to put into PACTIUS, including customer agreements, supplier agreements, employment contracts etc. The personal data is processed on behalf of the Customer.
12.2 Pactius and the Customer are separately liable for complying with their obligations in connection with the processing, if any, of personal data conducted by Pactius on behalf of the Customer in connection with the use of PACTIUS. Pactius acts as data processor solely upon instruction from the Customer as data controller.
12.3 Pactius may only process personal data for purposes which are necessary in order to offer and operate the contract management system.
12.4 Pactius has implemented the usual technical and organisational security measures to ensure that the data is not accidentally or unlawfully destroyed, lost or impaired or brought to the knowledge of unauthorized third parties, abused or otherwise processed contrary to the Danish Act on Processing of Personal Data. At the request of the Customer, Pactius must provide adequate information in order for the Customer to be able to check that the mentioned technical and organisational security measures have been implemented.
12.5 If Pactius processes personal data in another EU/EEA member state other than Denmark, the Data Processor must comply with any and all legislation concerning security measures in that member state.
13. TRANSFER OF DATA TO OTHER DATA PROCESSORS OR THIRD PARTIES
13.1 Pactius is entitled to engage sub data processors (sub-suppliers) in relation to Pactius fulfilment of its obligations. Pactius is obligated to inform the Customer of the engagement of such sub data processors no later than 14 days from the first date the sub data processor processes personal data which is subject to Customer instructions. Furthermore, transfer of personal data may take place if prescribed by applicable legislation.
13.2 Pactius is obligated to enter into written data processor agreements in its own name with sub data processors within the EU/EEA. With respect to sub data processors located outside EU/EEA Pactius must enter into standard agreements in accordance with the EU commission’s decision 2010/87/EU of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (“Standard Agreement”)
13.3 The Customer hereby authorizes Pactius to enter into Standard Agreements with sub data processors outside EU/EEA on behalf of the Customer and in the name of the Customer.
14.1 Pactius and the Customer must observe confidentiality with respect to all information which, according to its nature, is confidential, including confidential information about the other Party and its employees, trade secrets and information about business partners.
14.2 Such confidential information may only be used and stored in the course of the performance of obligations under the Agreement.
14.3 The duty of confidentiality will remain in force after the expiry of the Agreement irrespective of the reason for such expiry.
15.1 Pactius is entitled to use the Customer as reference in a loyal manner for marketing purposes.
16. GOVERNING LAW AND JURISDICTION
16.1 Any dispute between Pactius and the Customer must be settled according to Danish law by the Copenhagen City Court.
17. EFFECTIVE DATE
17.1 This Agreement is valid from 1 October 2015