Terms and Conditions for use of Parent App

Detailed Information on the Processing of Personal Data

1. Introduction

   1. The following terms and conditions (hereafter ”Terms”) apply to the agreement (”The Agreement”) between Parent and The Customer regarding The Customer’s use of the Parent App (hereafter “The App”).

2. The Rights of Parent

   1. Parent owns all intellectual property connected to the app, including and without limitation all copyright, trademarks. The Customer shall not obtain any rights to The Solution, except for those specifically stated in the agreement with Parent.

3. The Rights of The Customer

   1. Parent grants to The Customer a revocable, non-exclusive, and non-transferable license to use The App. The App must only be accessed and used with a username and password granted by Parent. The Customer is responsible for keeping the Access Information confidential. Parent provides both the necessary hardware and software for operation the app. 

   2. The license to use The App includes the right to use the features specified in the Agreement. The price for the license depends on the functionality and package chosen by The Customer and the price is specified in the Agreement.

4. Uptime and Maintenance

   1. Parent strives to deliver a general uptime of at least 97 % (measured over a 3-month period). When calculating uptime, two monthly service windows of every three hours are disregarded. 

   2. All scheduled maintenance will, as far as possible, be carried out with minimal disruption for The Customer. To the extent possible, maintenance is conducted during weekends or between [17:00 - 12:00 CET] on working days.

   3. The App might be unavailable due to maintenance work etc. For safety reasons, Parent can be forced to close down parts of or the entirety of The App beyond The Maintenance Window mentioned in 4.a in order to protect the system, The App or The Customer’s data from risks. To the extent possible, Parent will notify The Customer by email or inside The App of unscheduled actions outside of The Maintenance Window.

   4. Parent strives to sustain a continuous operation, including ongoing maintenance of The App by correcting errors and dysfunctions, as well as developing the system with expansion of existing functionalities and the development of new functionalities.

5. Security

   1. Parent strives to ensure that operation of the App is as secure and reliable as possible. The App is designed to resist hacker attacks, but even though Parent cannot warrant the The App will be secure against hacker attacks or other unauthorized access to The App.

6. Service and support

   1. Parent provides support to The Customer and Users regarding the use of The App. This support covers onboarding and training in the usage of The App as well as customer service-related questions on an ongoing basis. 

   2. The Parent Support Team answers questions concerning the usage of the program and devices, carries out simple troubleshooting and provides general guidance regarding The App.

   3. Reporting of bugs and operational issues can also be addressed to the Parent Support Team. 

   4. Support is available [9:00 - 17:00 CET] on phone [+45 88774044] In addition, the Parent Support Team can be reached on email: [contact@parent.cloud]

7. Personal data processing

   1. Parent operates and supports The App for The Customer. Hereby Parent conducts processing of personal data for which The Customer is the data controller. Consequently, Parent is acting as a data processor in respect of Customer Data. It is the responsibility of The Customer, as the data controller, to submit any necessary notifications to the relevant authorities.

   2. The processing of Customer Data is further specified in the data processing agreement between Parent and The Customer.

8. Ownership of data

   1. The data submitted into the App by The Customer or the Users is the property of The Customer.

9. Terms of pricing, fees and payment

   1. The fees for the Services and implementation of the Solution are set out in the license agreement. All amounts specified in the license agreement are exclusive of VAT.

   2. Parent’s invoices are due for payment upon receipt, the last due payment date being eight (8) days after the invoice date, Payment obligations are non-cancelable, and fees paid are non-refundable.

      1. Parent will issue the first invoice to the customer on the Start Date specified in the license agreement. The fees for the Services are hereafter invoiced on an annual basis from the Start Date unless agreed otherwise in the license agreement

      2. Parent will Issue one (1) invoice per legal entity (CVR/VAT number) under the license agreement during a License Period.

      3. Notwithstanding clause 9.b.ii above, the fees for new licenses and Add-ons purchased under the license agreement during a License Period, will for the remaining time of the current License Period be invoiced separately. Parent will issue the invoice once the Solution has been set up and is available to the customer.

   3. Unless otherwise stated in the license agreement, Parent will provide an invoice to the Customer for any fees due to Parent. The customer will pay all fees to Parent within eight (8) days of receipt of any such invoice.  If payment of any fees is not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law. If any past due payment has not been received by Parent within thirty (30) days from the time such payment is due, Parent may suspend access to the solution until such payment is made.

   4. Parent will increase its fees, set out in the license agreement each year on January 1. This regulation follows the evolution of Statistics of the national wage index for the private sector. Parent’s fees will, however be increased by a minimum 3 %, based on the fees for the previous License Period, unless otherwise specified in the license agreement.

      1. If a sub-processor increases its prices to Parent, Parent is entitled to increase the license fee charged to the customer in order for Parent to get full compensation for the additional costs that the sub-processor(s) price increase involves. Any increase in the license fee will be made with one (1) month’s notice and will take effect from the following License Period.

10. Errors and omissions

    1. Provided The Customer wishes to complain about errors or omissions within The App, this must be done promptly, since The Customer otherwise will be deprived of the right to complain for breach of contract.

11. Responsibilities

    1. Parent shall not be held liable for any indirect loss, including but not restricted to, loss from consequential damage, operating loss and profit loss, demands raised by third parties, data loss or expenses regarding reestablishment of data, which may occur in respect of the Agreement.

    2. Loss of data is considered as indirect loss, except if the data cannot be recovered from the latest backup or Parent has not backed up. In those cases, the loss is considered a direct loss. 10.3 Parent shall not be liable for The Customer’s loss of data where such data has been submitted by The Customer after the time of the latest backup.

    3. Should Parent, despite the abovementioned disclaimer, be held liable for damages, Parent ’ liability is always restricted to the sum that The Customer has paid in connection with the usage of The Solution within a year prior to the compensation claim.

12. Force majeure

    1. Parent cannot be held liable for breach of The Agreement caused by circumstances beyond Parent ’ control, including (for example), strikes, lockouts, public regulations, war, terrorism, pandemics, water damage, trade restrictions, virus or hacker attacks, illness or deaths of key employees, IT failures, telecommunications malfunctions, fire, electricity breach, power failure, flooding, lightning strike or abnormal weather conditions.

13. Termination and breach of contract

    1. The subscription period for this contract is 12 months, thereafter, The Agreement may be terminated by both parties in accordance with 13.b. 

    2. The notice of the termination for both parties are 3 months. 

    3. The licence agreement will be renewed automatically for successive twelve (12) month periods (each period referred to as a “Licence Period”) unless a party terminates the license agreement in accordance with clause 13.a & 13.b

14. Assignment

    1. Parent may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under The Agreement and may subcontract or delegate in any manner any or all of its obligations under The Agreement to any third party or agent.

    2. The Customer shall not, without the prior written consent of Parent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under The Agreement.

15. Third party rights

    1. No one other than a party to The Agreement shall have any right to enforce any of its terms.

16. Severability

    1. If any provision or part-provision of The Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part- provision under this Section 15 shall not affect the validity and enforceability of the rest of The Agreement.

17. Entire agreement

    1. The Agreement together with the Parent ’ data processing agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18. Waiver

    1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: (a) waive that or any other right or remedy; or (b) prevent or restrict the further exercise of that or any other right or remedy.

19. Applicable law and legal venue

    1. The Agreement is governed by Danish law. Any dispute between the parties (whether contractual or non-contractual) arising under or in connection with The Agreement that cannot be solved amicably shall be submitted to the exclusive jurisdiction of the Danish courts.

20. Superseding License Agreement

    1. In the event that a separate license agreement is entered into between Parent and The Customer regarding the use of Parent App, any terms and conditions agreed upon in the license agreement shall supersede and prevail over the terms and conditions stated in this document. In case of any conflict or inconsistency between the license agreement and these Terms, the provisions of the license agreement shall govern