Last updated: March 18th, 2024
This document constitutes as a Software License Agreement (reffered to as the “Agreement”, hereafter) granted by Advisoa, the operating company, registered under the Danish company number 41405554, with its registered office at Kronsprinsensgade 6B, 1st floor, 114 Copenhagen C, Denmark, authorized for that purpose (referred to as “ADVISOA” or the “PROVIDER”, hereafter) to any natural or legal person, using the Software (reffered to as the “CLIENT” or “YOU”, hereafter), referred to as “the Parties” or individually as “Party”, collectively.
You are informed that the use of our product(s) and service(s) are conditunal upon acceptance of this Agreement, which contains all necessary information to enable you to commit in full knowledge of the facts. Accordingly, the use of our product(s) and service(s) constitutes acceptance by you of the entirety of the following terms and conditions within the Agreement.
Operating company:
Advisoa ApS
Kronprinsensgade 6B, 1st floor
1114 Copenhagen C
Company ID: 41405554
E-mail: info@advisoa.dk
Phone: +45 93 89 40 56
Preamble
ADVISOA is a software company that develops proprietary software solutions whose licenses are marketed to its customers as a Software as a Service (“SaaS” hereafter), which refers to the way functionalities of a software solution are available remotely, using Internet technologies and accessible through the Internet. ADVISOA has developed Paypilot, a SaaS enabling you to manage your business data, including but not limited to e-commerce data, by offering a solution to centralize the different sales and/or marketing channels, providing data insights, enhanced by transactional payments data, calculate analytics, help monitor Key Performance Indicators, operate automations of flows, such as bookkeeping, handling of transactions, and more (the “Software”, hereinafter).
With regard to the aforesaid, the following is agreed:
1. Definitions
“Plugins” (or “Data Connectors”) refers to a connector, like an application programming interface, that enables the Software to source data, such as ecom platforms, payment providers, banks, accounting softwares, marketing softwares, web analytics services, etc., which you might use to compute your data. For example, Shopify, WooCommerce, QuickPay, Billwerk+, Nets, Google Analytics, Facebook Ads, Aiia, etc. The list of all available plugins is available
here.
“Data” refers to all information created, acquired, aggregated, archived or stored for or by you, including personal data processed by the Software, ass well as results of processing carried out on the basis of such data through the Software. Data also refers to data communicated by you, relating to your know-how, activities, usage, etc. These data are confidential and are the exclusive property of you for the data concercing you.
“Authorized Use” refers to the authorized use of the User License in section 6 of this Agreement.
“Object Code” refers to a series of machine-readable instructions (an executable program) intended to be directly executed by a computer after appropriate and proper processing and linking but without assembly or compilation steps.
“Licence” refers to the license as described in section 5 of this Agreement.
“Support” and/or “Assistance” refers to the support provided by the PROVIDER team with commercially reasonable efforts. Technical assistance is provided through Email, Chat, Slack or Phone depending on the Pricing Plan selected.
“Software” refers to the Software described in the Preamble of this Agreement, including all future versions, updates and moditifications that may be developed after the date of signing this Agreement. By future versions and updates, we mean improvements or evolutions towards the existing functionalities of the Software and/or corrections made to the Software. Software is accessible through a webapp.
“Source Code” refers to, for the Software, a thorough presentation of operations and instructions, expressed in an advanced language model that is understandable to a computer professional, the procedures and/or methods used to achieve this result and/or all technical documentation attached to the Software.
“Stores” refer to a sales location, either online of physical, as defined by a unique source, such as the store url, physical location, etc. (1 brand can have multiple stores for multiple sales locations, i.e. a webshop serving multiple countires, a brand with a webshop and a physical store etc.)
“Transactions” refers to all transactions from the connected data source, i.e. your used payment gateways, card acquirers, bank(s) and the likes.
“Visits” refers to monthly user sessions calculated by the connected data source, i.e. Google Analytics.
“Customers” refers to handled customers, in relation to orders, by the connected data source, i.e. your ecom platform, such as Shopify, WooCommerce, etc.
“Products” refers to handled products by the connected data source, i.e. the inventory from an ecom platform, such as Shopify, WooCommerce, etc.
“Subscription Process” refers to the online process enabling you to subscribe to the SaaS.
2. Contractual Documents
Any rights and obligations of the Parties related to the subject matter hereof shall be governed by the written provisions of this Agreement, which include the body of this Agreement, and the schedules listed hereafter. The body of this Agreement should prevail over all others. Any modification of the Agreement is subject of a written amendment agreed by mutual agreement between the Parties.
This Agreement expresses the entire agreement of the Parties, as to its direct purpose. It shall replace any previous agreements, negotications, declarations, commitments, communication, whether oral or written, and/or any general conditions of the CLIENT or the PROVIDER, regardless of the time and/or medium of their communication.
3. Purpose
The sole purpose of this Agreement is to specify the terms and conditions of use under which the PROVIDER makes a License available to the CLIENT to use the the Software and/or any other product(s) and/or service(s).
4. Duration
This agreement takes effect upon the acceptation date of the terms and conditions provided herein for an 1 (one) month or 12 (twelve) months, according to the choice made by You, during the Subscription Process, from the data of expiration of the Evaluation Period when applicable (“Initial Subscription Period” hereafter”).
By the end of the term, the Agreement may be tacitly renewed for successive periods of 12 (twelve) months (“Renewal Subscription Period”), unless one of the Parties terminates the Agreement through the Subscription Management Platform available to the CLIENT, accessible through the Software, or by emailing the other Party at least 1 (one) day before the end of the term, for the Agreement, or 1 (one) month before the end of the term, for the 1 (one) year Agreement or each renewal deadline.
If the CLIENT subscribed to a free trial, the Agreement shall take effect upon acceptation of the free trial by following the terms of section 5: “Free Trial”.
If the CLIENT uses the Software with limited functionally (“Free Access”), without a premium plan, defined by not choosing a plan in the Subscription Process, upon registration, this Agreement shall take effect upon acceptation of this Agreement, indefinitely, or until the Agreement is Terminated by the CLIENT by deletion of their Account, in which case the CLIENT shall email the other Party. Beaware, that Data upon Termination can be continuesly stored as per our Privacy Policy and DPA, available
here.
5. Free Trial
When the CLIENT subscribes for a free trial on selected subscriptions (“Trial Account”), the PROVIDER will make the full features of the selected subscription available to the CLIENT on a trial basis free of charge for 30 (thirty) days (hereafter the “Evaluation Period”) the effective date of this subscription. If, by the end of the Evaluation Period, the CLIENT does not sign up for a paid subscription of the Services, the Agreement will automatically terminate unless COMPANY agrees, in its sole discretion, to extend the Evaluation Period. Additional terms and conditions may appear upon registration for a Trial Account, either on the Website, through landing-pages, or directly in the Software. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
Any Trial Accounts are provided “AS IS” and “AS AVAILABLE” with no warranty of any kind. Trial Accounts may be suspended, terminated or discontinued at any time and for any reason (or no reason at all). The PROVIDER disclaims all obligation and liability under this Agreement (including liability otherwise provided under Section 11: “Limitation - Insurance”) for any harm or damage arising out of or in connection with a Trial Account, and any customizations made to a Trial Account by or for the CLIENT, may be permanently lost if the Trial Account is suspended, terminated, or discontinued.
6. User License
In exchange for payment of the license fees, or, in regard to the Trial Account and/or Free Access, upon acceptation by the CLIENT of this Agreement, the PROVIDER grants the CLIENT the non-exclusive and non-transferable right to the Software, with access to the specified functionality of the selected Plan, during the term of this Agreement. To this end, the PROVIDER provides the CLIENT with a licens to use the Software, in SaaS mode, 24 (twenty-four) hours a day, 7 (seven) days a week, subject to interruptions for maintenance reasons planned outside the CLIENT´s usual working hours or interruptions due to a failure external to the PROVIDER, for the duration of this Agreement in return for the payment of the financial conditions as determined in Appendix A. The Software remains on the PROVIDER´s infrastructure. Thus, the latter does not, in any circumstance, give a copy of the Software, in any form or any medium, to the CLIENT. Appendix A describes the different plans and the price evolution of such. Thus, the PROVIDER will apply the price corresponding the chosen option during the Subscription Process.
In this respect, the CLIENT agrees to:
a) Use the solution only for the strict needs of its activity. The CLIENT shall take the necessary measures to ensure that users comply with Authorized Use.
b) Not to modify, transfer or distribute the issued license and not to correct any Error by itself, to disassemble, compile, decompile, reverse engineer or translate the Software, to use any of the components of the Software and/or any other elements relating the issues license separately from the Software, or to assign and/or sublicense the Software, unless otherwise agreed with the PROVIDER (in writing, on a separate License Agreement).
c) Copy the license only for the purpose of loading, displaying, executing, storing.
7. Prices & Payment
The CLIENT shall pay the subscription amounts stated in the contract as the sole agreed-upon price for the services of the Software provided. These amounts are monthly or annual fees, depending on the chosen duration in the Subscription Process, and are calculated by various conditions, such as the number of orders, transactions, customers, products, visits, the level of data accuracy and other specific features and/or functionalities that the CLIENT wishes to have access to.
Charged subscription amounts are paid by the CLIENT in advance for the License to the Software, for the agreed duration within the Subscription Process, and are non-refundable.
Any unpaid subscription amount on the due date bears interest for late payment and is subject to prior formal notfice to pay by a registered electronic letter to the CLIENT on the registered invoicing e-mail, with acknowledgement of receipt, which remains without effect for a period of 5 (five) working days following its receipt, at the rate of 3 (three) times the legal interest rate in force on the due date.
Any supply or service not expressly defined within this Agreement will be invoiced under the terms of the specific amendment governing it.
The CLIENT shall not reimburse any expenses incurred by the PROVIDER under this Agreement without his express prior written consent.
The PROVIDER remains free of will to change the agreed-upon price, as well as the structure and modalities of its pricing if and only if the PROVIDER informs the CLIENT atleast 60 (sixty) days prior to the Renewal Subscription Period. Such change cannot occur during the ongoing subscription period.
When using the online payment service through the Subscription Process, the PROVIDER may use the services of the provider Billwerk+ (“Billwerk+Denmark ApS”), to handle recurring card payments from payment cards like VISA, MasterCard, AMEX, etc. and mobile wallets like Apple Pay, etc. through the card acquirer, Elavon (“Elavon Financial Services DAC”) to handle automatic charges upon the Renewal Subscription Period, if subscription is not calceled by the CLIENT prior to this date, as specified within Section 4: “Duration”. To this end the CLIENT authorizes the PROVIDER to transmit personal data to its partner, like CLIENT details (Name, registration date, subscription plan, duration etc.) and any other documents and/information relating to our regulatory obligations in the fights against money laundering and terrorist financing. Billwerk+´s general terms and conditions, including, privacy policies, are available
here.
If the CLIENT has enabled recurring card payments on their subscription plan through the Subscription Process, the PROVIDER may surcharge card fees from corporate cards, following the regulations from the European payment directive (PSD2). The PROVIDER do not charge more than the actual charged card fee by the card acquirer to the PROVIDER.
If the CLIENT doen´t have enabled recurring card payments on their subscription plan, i.e. upon signing up for a plan in the Subscription Process, the PROVIDER may charge an administration fee for manual invoicing of 75 DKK per billing. Such administration fee will be visible on the sent invoice to the registered invoice e-mail of the CLIENT, if applicable.
8. Obligations of the Parties
8.1 Obligations of the Provider
As per this Agreement, the PROVIDER agrees to:
a) Make the Software available according to the terms and confiditions agreed upon between the Parties
b) Report all elements or events of which it is aware and which could compromise the performance of the services covered by the Agreement, to the CLIENT
c) Maintain the Software and thereby ensure a proper functioning without taking any commitment on any level of service.
8.2 Client Cooperation
As per this Agreement, the CLIENT agrees to always corporate loyally and actively with the PROVIDER and in particular to provide or facilitate the consultation of all the elements or documents that are necessary for the performance of the services under the Agreement.
The CLIENT agrees to pay the accurate monthly or annual fees, Trial Account and Free Access excluded, of the license according with the provisions of Appendix A.
9. Assistance
Technical assistance and/or support is provided through e-mail, livechat (available on the website and/or Software), Slack and/or phone, depending on the subscription plan committed to by the CLIENT.
This assistance and/or support is not intended to replace the offered installation services (i.e. on-boarding workshops), training or advice from the PROVIDER team, which could be under subject of separate services and agreement, than within this Agreement.
Any Error(s) and/or Bug(s) noted by the CLIENT, which could affect the Software, will be notified in writing to the PROVIDER.
10. Intellectual Property
The PROVIDER is the sole owner of all intellectual property rights related to the Software and the accompanying documentation, including all aggregated data, as well as all their updates, old, current, future versions, and all developments carried out by the PROVIDER.
These rights shall under no circumstances be transferred to the CLIENT, as a result of this Agreement. The CLIENT shall refrain from infringing in any way whatsoever the PROVIDER´s intellectual property rights over the Software.
As per this Agreement, the CLIENT is expressly prohibited from using the Software in a manner that does not comply with the terms and conditions within. The CLIENT is, in particular, prohibited to:
- Do any reproduction of the Software in any form and on any type of medium whatsoever, in particular by moditifcation, merging or inclusion, in another software and/or moditifcation of the accompanying documentation.
- Do any modification of the Software.
- Do any reproduction other than a backup copy, being specified that these copies are the PROVIDER´s sole property.
- Represent the Software on any type of medium, whatsoever, without express written consent from the PROVIDER.
- Charge provision of the Software in whole or in part and by any means; rental, transfer, etc.
- Disclosure, marketing or use the Software to benefit third parties as well as any training of third parties in the use of any part of the Software, without express written consent from the PROVIDER.
- Decompile the Software, subjecting it to applicable legal provisions.
- Modify or intervene the Software, whatever the nature, including for the purpose of correcting errors, likely to affect the functioning of the Software. The right to correct such errors is solely reserved to the PROVIDER.
The PROVIDER guarantees the CLIENT to enjoy the rights granted to him by the PROVIDER within this Agreement.
The PROVIDER further more agrees to guarantee the CLIENT against any action and/or claim on the basis of counterfeiting tending to restrict or prohibit the use of the Software that the PROVIDER will be required to provide to the CLIENT as per this Agreement.
Above provisions are as per this Agreement subject to the following express conditions:
- The CLIENT has notified the PROVIDER within a reasonable time of the action and/or clain and/or declaration that preceded the dispute.
- The PROVIDER has been able to defend freely and at its own expense the defense of his own interests as well as those of the CLIENT, and that, to this end, the latter has loyally collaborated in the said defense by prodiving, in due time, all the elements, information, etc. reasonably necessary to carry out such defense.
In a case where the prohibition of use of all or parts of the Software that the PROVIDER is required to provide to the CLIENT under this Agreement is imposed, as a result of any action, in particular infringement, or results from a transaction signed with the plaintiff in such action, the PROVIDER shall endeavor, at its option and at its expense, to replace the latter, latest within a period of 3 (three) months, in order to avoid any risk of infringement, unfair competition or parasitical acts.
The CLIENT guarantees the PROVIDER:
- Against any action for infringement relating to the elements placed at its disposal by the CLIENT
- That it has obtained all necessary authorizations, from third parties, allowing the PROVIDER to use the elements provided, placed at the PROVIDER´s disposal by the CLIENT
In this respect, the CLIENT shall bear all damages to which the PROVIDER may be condemned by a court decision that has become final and based on an action for infringement, an action for unfair competition and/or parasitic acts and/or a failure to obtain the authorizations required from third parties by the CLIENT, restricting or prohibiting the use of the elements of which the CLIENT and the author/subject to authorization required from third parties, made available to the PROVIDER.
Except the previous provisions in relation to intellectual property, the software is provided on “AS IS” and “AS AVAILABLE” basis with no representation, warranties, covenants or conditions of any kind (express or implied, statutory or otherwise), including - but not limited to - warranties of merchantability, title, fitness for a particular purpose, or noninfringement.
Furthermore, expect for the support assistance, the PROVIDER does not represent or warrant that:
- The access to or use of the Software, and other Services under this Agreement, will be secure, timely, uninterrupted, error-free, bug-free, or operate in combination with any hardware, software, system, or data.
- Errors, bugs or defects will be corrected, patches or workarounds will be provided, or the provider will detect any big in the Software.
- The software is free of viruses or other harmful components.
- Third-party disruptions or security breaches of the Software will be prevented.
11. Termination
In case of non-performance by a Party or its obligations under this Agreements, the other Party may terminate the Agreement, if it deems appropriate, in its own right. Termination shall be done by sending a registered electronic letter with acknowledgement of receipt, to the other Party on their registered contact e-mail address. A termination of such kind may only only take place after a formal notice has remained unsuccessful within a period of 10 (ten) concurring days, if on a 1 (one) month term, and 30 (thirty) days, if on a 12 (twelve) months term, without prejudice to damages that may be awarded as being the result of the aforementioned breaches.
Each Party is entitled to terminate this Agreement, without incurring any liability to the other Party, through simple written notice to the latter´s e-mail address, in the case of:
- Insolvency proceedings or judicial liquidation or any judicial decision having equivalent effect and, in the cases provided for by law, after silence or refusal to opt for the continuation of the agreement by the administrator or judicial liquidator.
- Termination of activities for any reason whatsoever
In the case of failure by the CLIENT to pay the charged subscription amount due to the PROVIDER, under this Agreement, the PROVIDER are in full right to terminate the Agreement by operation of law without any other formality than by sending an electronic registered letter with ackownledgement of receipt.
Regardless of the termination or expiration of this Agreement, it is understood and accepted that the provisions of the sections “Liability”, “Intellectual Property”, “Non-solicitation” and “Confidentiality” shall survive such termination or expiration, for any reason.
Furthermore, it is understood and accepted, that your Data, including but not limited to, user, store, solutions, transactional data and documentation for bookkeeping purposes, aggregated data, etc., may be kept stored for a period of time, even after termination due to regulations of law, as well as ownership as referred to in the section “Intellectual Property”. Find more details about how we handle and store data as in accordance with regulations and safety measure in our Privacy Policy and DPA, available
here.
12. Liability
You are responsible for ensuring that the Software meets its needs. You acknowledge that You have received all necessary information from the PROVIDER, enabling You to assess the suitability of the Software for your needs.
You have decided to sign this Agreement after having read the Software Solutions proposed by the PROVIDER and verified their accounting according to your other equipment (hardware, software, configuration, etc.) and your needs. Thus, the PROVIDER may under no circumstances be held liable for direct or indirect damage of any kind, whatsoever, suffered by You due to the impossibility of so using the Software Solutions, especially in a case of interconnection problems with the Plugins, or inadequacy to your needs.
Likewise, the PROVIDER bears no responsibility incurred by the accuracy of the Data provided by You, a latency within Data update (“Data Refresh Hour”) or any incorrectness, no matter the case.
You acknowledge that the information within the use of the Software are of range that it is meant to be used to help You manage and operate your business, related to payments. Such information can under no circumstances replace deeper analysis´ and work done by functional professionals, such as hired consultants, employees and the likes. Therefore, You are solely liable to assess whether the content, information and/or functions and features available through the Software is suitable for your needs.
The PROVIDER´s role is solely to provide a Software License, the use of which is left to the discretion and responsibility of You, as the user of the Software. As result, the PROVIDER is under any circumstances liable for damages such as financial, commercial, customer loss, commercial disturbance, loss of profits, loss of brand image, loss of data, files or software suffered by You, increase in charges, cost of services necessary to implement or correct the Data or results obtained, which could result from non-performance of the Agreement, which damages are deemed to have the nature of indirect damages.
Under no circumstances shall the aggregate liability of each party arise out of or related to this agreement exceed the total amount paid by the CLIENT, hereunder for the services giving rise to the liability in the 12 (twelve) months, preceding the first incident out of which the liability arose. The foregoing limitation will always apply, whether an action is in contract or tort, and regardless of the theory of liability, but will not limit the CLIENT´s and its affiliates´ payment obligation as per section 16: “Non-solicitation” below.
In no event shall either Party of its affiliates have any liability arising out of or related to this Agreement for any lost profits, revenues, goodwill or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether being an action in contract or tort and regardless of the theory of liability, even if a Party´s or its affiliates´remedy otherwise fails of its essential purpose.
The foregoing disclaimer will not apply to the extent prohibited by Law.
13. Data Protection
The CLIENT´s Data and databases, whether or not containful of personal data, to which the PROVIDER may have access in the performance of this Agreement, are the exclusive property of the CLIENT. These Data and databases are strictly confidential in accordance with the terms of section 15: “Confidentiality”.
The PROVIDER shall refrain from infringing the CLIENT´s property rights relating to the aforementioned Data and databases and, in this respect, shall refrain from communicating them to third parties, from reproducing them, from carrying out extractions (unless these operations are part of the services covered by the Agreement or following an express and prior request by the CLIENT), or from infringing the security of the processing of these Data.
Overall, the PROVIDER shall maintain and comply with adequate technical security and safety measures regarding data-handling, to protect the CLIENT´s Data, which the PROVIDER may have access in the performance of the Agreement, against any accidental or unlawful destruction or accidental loss, damage, alterations, disclore or unauthorized access, in particular when the processing involves the transmission of data or databases over a network and against any other type of unlawful data processing.
To the extent that the PROVIDER processes any CLIENT Personal Data (as defined in Appendix B), contained in CLIENT Data on behalf of CLIENT, the terms of the Data Processing Addendum which are incorporated in Appendix B by reference will apply and the parties agree to comply with any such terms and conditions, as per this Agreement.
14. Force Majeure
No Party shall not be held liable for any breach of any of their obligations under this Agreement resulting from the occurrence of an event of force majeure, as defined by the case law of the Danish courts. In this case, the obligations of the Parties shall be suspended from the notification of this exonerating cause by one of the Parties to the other Party until its termination.
To the extent that such circumstances continue for a period of more than 1 (one) month, the Parties may agree to enter into discussions with a view of how to amend the terms of their respective commitments.
If no agreement or alternative is possible, these commitments may then be terminated by the Party whose obligations are not affected by the event of force majeure, without damages, by simple written notification by registered electronic letter with acknowledgement of receipt, without compensation or notice.
15. Confidentiality
Each party recognizes the necessity of sharing certain technical, commercial, financial, or other information pertaining to their respective activities, as well as the Agreement, its Annexes, and amendments, with each other and their Authorized Persons (comprising officers, employees, consultants, and subcontractors with a direct need for such information). This information, referred to as "Confidential Information" under the Agreement, may be communicated in writing, orally, or through any other means.
To safeguard the confidentiality of the Confidential Information, each Party, in accordance with the terms of the Agreement, commits to:
- Maintain absolute confidentiality of the Confidential Information and refrain from disclosing it to any third party not covered by the Agreement (excluding Authorized Persons), unless prior written consent is obtained from the Party owning the relevant Confidential Information.
- Use the Confidential Information exclusively within the context of the Agreement, refraining from any other direct or indirect use, either for its own benefit or on behalf of any third party.
- Inform Authorized Persons about the obligations under the Agreement pertaining to the Confidential Information communicated to them.
- Upon request from either party, return the Confidential Information in its possession and destroy any copies thereof, excluding documents or reports created based on the Confidential Information, provided that such documents and reports remain confidential as stipulated in the preceding paragraphs.
The obligations outlined above do not apply to Confidential Information provided by a Party in cases where:
- The information has entered the public domain before or after its communication, provided the latter circumstance does not result from a breach of confidentiality by the Party with knowledge of the Confidential Information.
- The other Party was already aware of the information in a lawful and peaceful manner before the date it was communicated.
Disclosure is mandatory under applicable law, regulation, or at the request of any supervisory, regulatory body, administration, or court.
- The Receiving Party legitimately obtains the information from a third party without breaching any confidentiality obligations.
- The Receiving Party independently develops the information.
- The disclosing Party discloses the information to a third party without any confidentiality obligation.
This confidentiality obligation remains effective throughout the duration of the Agreement and for 2 (two) years following its expiration or termination, for any reason whatsoever.
The PROVIDER commits to responding to data requests within 72 hours and accommodates requests for permanent deletion of data, providing written confirmation upon completion, and providing the request outline with the general Privacy Policy and DPA, which is accessible
here.
16. Non-solicitation
The CLIENT expressly undertakes not to engage in any efforts to recruit or subcontract any personnel employed by the PROVIDER, both during the entire term of the Agreement and for a period of 12 (twelve) months following its termination, irrespective of the reason for termination. This restriction also remains in force during the 12 (twelve) months succeeding the conclusion of an employee's contract, regardless of the circumstances. In the event of a violation of this restriction, arising from actions related to poaching or presenting employment offers, the offending Party is obligated to remit to the other Party a fixed compensation, acting as a penalty clause, equivalent to 12 (twelve) times the last gross monthly salary of the relevant individual, along with the expenses incurred in securing a replacement.
17. General provisions
Transfer: No alteration in the legal structure of either Party and/or in the financial configuration of either Party, including modifications in corporate structure, consolidation, acquisition, or change of control, shall impact the execution of the Agreement.
Non-waiver: The failure of one of the parties to impose penalties for a breach of a provision in this Agreement or failure to adhere to the stipulated timeframe for fulfilling an obligation does not imply a relinquishment of its right to enforce sanctions for any prior or subsequent violation of the same or any other provision.
Notifications: All mandatory notices to be furnished to either Party under this Agreement must be in written form and delivered in person during regular business hours or by registered mail with acknowledgment of receipt during regular business hours to the respective addresses specified on the cover page of this document, chosen by the Parties for the dispatch or transmission of notices, communications, or legal proceedings arising from this Agreement. The Parties reserve the right to substitute such address with another physical location, which shall become effective 30 (thirty) days after the other Party has been notified in writing.
Governing law and dispute resolution. This Agreement is governed by Danish law, and disputes shall be adjudicated by the competent courts of Copenhagen. Before resorting to legal action, the Parties shall, in good faith, attempt to amicably resolve their disagreements pertaining to the validity, execution, and interpretation of the Agreement. The Parties will convene to discuss their perspectives and gather any pertinent information to facilitate a resolution to the conflict. The Parties will strive to reach a mutually agreeable settlement within thirty (30) days of one of them notifying the need for an amicable agreement via registered mail with acknowledgment of receipt.
18. Appendix A: Financial Conditions of the Service
Base Plans:
Paypilot (Free Access): Starting from 0 DKK /month. Includes business intelligence features, storage of sales, transactions and settlements, unlimited historical data, intraday data refresh, automatic bookkeeping, and CMS-, gateway-, acquirer- & accounting-plugins with support by e-mail or livechat.
Paypilot Plus (Subscription Plan): Starting from 299 DKK /month. Includes everything in Paypilot (Free Access) plus Bank-plugin, Financial intelligence features through bank-connection, Automatic Bank Reconciliation, Automatic Transaction Error Handling, CO2 neutral transaction, CSM onboarding session and support by phone.
Enterprise Plan:
Customized pricing for brands with over 80.000 yearly orders. Includes everything in the Paypilot Plus (Subscription Plan) plus dedicated streaming server with 99% SLA, dedicated Slack Channel support, and solution engineering implementation. Offers priority support with personal DM channel, bespoke report building, and training.
Tier Pricing for Paypilot Plus (Subscription Plan) :
0 - 999 orders /year: 299 DKK /month
1,000 - 9,999 orders /year: 799 DKK /month
10,000 - 34,999 orders /year: 1,499 DKK /month
35,000 - 79,999 orders /year: 1,999 DKK /month
80,000+ orders /year: 0,30 DKK /order /month
Yearly Tracked Orders (YTO) Definition: YTOs are calculated based on actual orders from the previous 12 months, when connected to Paypilot (Free Access).
OBS: If on a monthly billing plan, the monthly cost may varie, if you heavily increase your monthly orders, and we calculate higher yearly orders the past 12 months, than your current tier.
Additional Information:
All plans are billed monthly based on usage, with no commitment and the flexibility to adjust as needs evolve.
For more detailed information or to estimate specific pricing, visit our platform & connect your business, or contact our sales team for a personalized quote, especially for the Enterprise Plan with fixed pricing options.
Note: All prices are exclusive of applicable taxes. Payment terms are due on the invoice date unless otherwise specified in the agreement. All payments are to be made via Billwerk+, and additional charges may apply if corporate cards are used, as associated card fees may be surcharged, as specified within this Agreement. Any changes to this pricing structure will be communicated to the Client with reasonable advance notice.
19. Appendix B: Data Protection & Security
Ownership and Confidentiality of Client Information: The exclusive ownership of all Client data and databases, including those containing personal information, accessed by the Provider during the execution of the Agreement, remains vested in the Client. Such data and databases are deemed confidential in accordance with the provisions outlined in the "Confidentiality" section of the Agreement.
Limitations on Provider's Data Usage: The Provider commits not to violate the Client's proprietary rights concerning the aforementioned data and databases. Specifically, the Provider shall refrain from disclosing this data to third parties, reproducing it, extracting it (except when these activities are integral to the services outlined in the Agreement or are conducted following an explicit prior request from the Client), or compromising the established security measures for processing this data.
Technical Safeguards: The Provider will consistently uphold and follow appropriate technical security measures to protect the Client's data from accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access, and any other unlawful processing. These security measures are particularly applicable during the transmission of data over a network.
Data Processing Addendum: In the event that the Provider processes any Client Personal Data within the Client's Data on behalf of the Client, the terms outlined in the Privacy Policy and the Data Processing Agreement, which is integrated into this Appendix by reference, shall govern. Both parties commit to adhering to these specified terms.
It's important to note that the definition of "Client Personal Data" will be provided in the Privacy Policy and the Data Processing Agreement, accessible
here.
All procedures related to data handling will conform to relevant local and international data protection laws and regulations, ensuring the utmost protection of the Client's data.