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Data Processing Agreement

Terms of Business

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DIGITAL CAB APS STANDARD TERMS OF BUSINESS

  1. Definitions
  2. Prices, quotes, invoicing and payment terms
  3. Validity of the agreement, starting date, active period And termination
  4. DIGITAL CAB’s System
  5. Consultant assistance
  6. Solutions that include a program license
  7. Delay, error, compensation and complaint
  8. The Customers Data
  9. Responsibility
  10. Warranty
  11. Miscellaneous terms

 

1.DEFINITIONS

1.1 DIGITAL CAB

In the following

DIGITAL CAB ApS

Lundtoftegårdsvej 95

2800 Kongens Lyngby

VAT No: DK27135781

And suppliers of products that DIGITAL CAB ApS distributes will be named DIGITAL CAB.

DIGITAL CAB confirms that these suppliers stand by all terms concerning their products described in this Agreement.

1.2 THE CUSTOMER

The Customer is a person or entity that has created a customer account at DIGITAL CAB via www.digitalcab.dk  or has otherwise signed a written agreement as a customer with DIGITAL CAB.

1.3 DIGITAL CAB’S SYSTEM

DIGITAL CAB’s System or the System is the collective term for the combined document processing platform at DIGITAL CAB which is responsible for all handling of electronic data, validation and conversion to and from DIGITAL CAB, including our web services such as Customer Web Portal.

1.4 AGREEMENT ON USE OF THE SYSTEM, CONSULTANCY AND OTHER SOFTWARE

In the following referred to as the Agreement. The Agreement covers this document as well as the products and services requested either via www.digitalcab.dk  or via a written accession to a previous agreement concerning services and/or products provided by DIGITAL CAB.

1.5 ACCEPT OF THE CURRENT TERMS OF BUSINESS (THIS DOCUMENT)

The terms stated in this document are considered accepted by the customer once the first order of products or services provided by DIGITAL CAB has been placed by the customer. Purchase of these products and/or services requires that the customer acknowledges and accepts the terms outlined here.

By accepting this document, the customer also consents to giving DIGITAL CAB access to the DIGITAL CAB account which is created by the customer. This ensures DIGITAL CAB can update the customer’s account data as well as account for the products and services included in the order placed by the customer. An example of such products and services is accounting for the use of the System and subscriptions.

1.6 WRITTEN AGREEMENTS AND COMMUNICATIONS

All agreements involving economic transactions between the customer and DIGITAL CAB must exist in writing. Communication is considered as such, if it has been agreed upon or communicated in one of the following ways:

  1. via their personal account at DIGITAL CAB on digitalcab.dk  the customer has placed an order on any DIGITAL CAB product or service.
  2. in accordance with a previous agreement, the customer has permitted DIGITAL CAB to place orders on products or services on the customers behalf using the customers personal account with DIGITAL CAB.
  • the Agreement between the customer and DIGITAL CAB is presented and accepted upon by both parties via e-mail correspondence.
  1. the Agreement exists as either a paper or scanned document signed by the Customer and DIGITAL CAB.
  2. communication from the Customer to DIGITAL CAB or vice versa has been made via e-mail or on paper.

1.7 SERVICES

Covers the use of DIGITAL CAB’s System, support and consultancy.

1.8 PRODUCT

Product or products include the DIGITAL CAB owned or distributed software to which the Customer has obtained a software license under the Agreement.

1.9 AGREEMENT DATE

The date that the Customer has ordered services or products from DIGITAL CAB via his account on www.digitalcab.dk  or the date the Customer has accepted a written offer from DIGITAL CAB or placed an order otherwise as described under section 1.6

1.10 DELIVERY DATE

Is the date when the product is delivered to the Customer.

1.11 ASSIGNMENTS AND BILLABLE WORK

All tasks performed for the Customer (support, counseling, technical work, seminars, meetings, etc.) are considered to be billable.

Consultancy work and support are normally carried out on ½ hour basis, documented by a log of completed work.

If you wish to have a prior quote, a fixed price of the assignment, etc., this must be explicitly agreed in advance.

1.12 SCOPE OF THE AGREEMENT

With this Agreement DIGITAL CAB makes available to the Customer human resources, production equipment and software for use in conversion / validation / shipment / receipt of documents exchanged electronically with the agreed partner(s).

 

2. PRICES, QUOTES, INVOICING AND PAYMENT TERMS

2.1 PRICES AND PAYMENT

The customer is billed for use of DIGITAL CAB’s System at current prices.

The customer is also billed for services related to the setup, processing of failed documents, etc.

The customer accepts that invoices and returns sent by. E-mail to the e-mail address specified by the Customer shall be deemed delivered when shipped by DIGITAL CAB.

2.1.1 PRICES

All prices shown on www.digitalcab.dk  or otherwise quoted are in Danish kroner DKK and excl. VAT.

Value added tax and / or other public taxes charged by DIGITAL CAB will be invoiced to the Customer in addition to current prices. Prices are shown in the current price list from DIGITAL CAB.

2.1.2 PRICE CHANGE OR PRICE REGULATION

DIGITAL CAB prices are regulated once a year.

If necessary, due to increased subcontractor prices, etc., DIGITAL CAB may change prices with one month’s written notice until the end of one month before entry into force.

If DIGITAL CAB does not receive a termination within one month of the written notice, the new prices are deemed to be accepted by the Customer.

2.1.3 PAYMENT TERMS AND PAYMENT DUE DATES

Subscriptions, including price plans, are invoiced monthly or annually. Older types of subscriptions are billed at least once per. quarter regardless of the size of the receivable. The invoice will be issued and sent to the Customer on the basis of the CVR or SE number stated on the Customer Agreement. Payment due on invoice date with last timely payment date 10 days net after invoice date.

In the event of exceeding, remittances will be sent, and interest and fees will be calculated in accordance with applicable legislation from the due date.

In case of non-payment, a late fee is charged for up to 3 reminders.

In case of continuous non-payment, DIGITAL CAB may need to suspend delivery and choose to initiate debt collection proceedings.

2.2 REQUEST A QUOTE

We would like to offer you a quotation and a fixed price for well-defined assignments, but the condition is that the assignment has an extent that justifies this.

In addition, as a condition for the quotation, a precise and definitive description of the assignment must be provided. If such is not available, it must be prepared, either by the Customer or by DIGITAL CAB in cooperation with the Customer.

If DIGITAL CAB is to prepare the task description, a fixed price will be the norm. If no fixed price is agreed, the description will be performed on an hourly basis.

2.3 BILLING

Software licenses and / or other one-time charges are invoiced on the delivery date or at the next month’s billing.

Product maintenance or other subscriptions are invoiced on the delivery date of the service or at the next month’s billing.

Support services are billed immediately after the end of the task or at the next month’s billing.

Consultancy services are invoiced, unless otherwise agreed in writing, monthly backwards after the time consumed for tasks lasting longer than one month or at the end of the assignment.

 

3. VALIDITY OF THE AGREEMENT, STARTING DATE, ACTIVE PERIOD AND TERMINATION

3.1 VALIDITY OF THE AGREEMENT

The above terms constitute the full agreement between the parties and this Agreement replaces all previously agreements either orally or in writing and commitments regarding the products and services specified in the Agreement. This Agreement cannot be changed unless the amendment is in writing and signed by both parties.

3.2 STARTING DATE AND ACTIVE PERIOD OF THE AGREEMENT

The Agreement and any subsequent additions to this will come into effect from the date of the Agreement. The Agreement, as well as any license issued under this Agreement, runs indefinitely, unless terminated or a new Agreement comes into force which repeals the previous agreement.

If the Customer, regardless of the use of the System, does not wish to be bound by the Agreement, the Customer may terminate the Agreement with one month’s notice until the end of a month. If the Customer wishes to reuse services from DIGITAL CAB, the Customer must sign up again.

The terms of this document are effective from May 25, 2018 and supersede all prior terms.

3.2.1 BUSINESS TERMS

For sending and receiving of documents through DIGITAL CAB, DIGITAL CAB’s current Business Terms applies at all times for conversion / validation of documents through the System (this document). Significant changes to the Business Terms are notified with at least one month’s written notice to the end of a month.

3.2.2 CONFIDENTIALITY OF THE AGREEMENT

The parties agree that the content of the Agreement is confidential and therefore may not be communicated to any third party. However, in connection with the transfer of activities to another legal person or by transferring shares of a subsidiary, DIGITAL CAB is entitled to inform about the Customer’s use of the System at DIGITAL CAB.

DIGITAL CAB is entitled to disclose the required information to subcontractors if they perform tasks related to the Customer.

3.3 TERMINATION

3.3.1 CUSTOMER’S TERMINATION

Customer is entitled at any time to terminate the agreement via Customer Web Portal at www.digitalcab.dk  The termination notice is one month to the end of a month. Prepaid subscriptions, price plans and vouchers are not refundable.

However, the agreement and the availability of DIGITAL CAB products will continue until either (whichever comes first):

  1. The expiry of the prepaid period
  2. The amount of prepaid transactions or vouchers are consumed

3.3.2 DIGITAL CAB’S TERMINATION

DIGITAL CAB is entitled to terminate the Agreement in writing if the Customer fails to comply with the Agreement and fails to rectify the violation within 30 days after written reminder from DIGITAL CAB indicating the violation.

3.3.3 EFFECT OF THE TERMINATION

Termination of the Agreement does not in any way limit the parties’ ability to make use of the legal remedies available. Nor shall such termination deprive the Customer of the obligation to pay all amounts accrued prior to termination.

 

 

3.3.4 RETURN OF PRODUCT IN TERMINATION

If a license issued under this Agreement expires, the Customer shall:

  1. cease using the product
  2. within one month after the termination of the contract with DIGITAL CAB, confirm that the Customer has destroyed or returned the product and any copies thereof. This provision applies to any form of full or partial copy of all media, and whether such a copy constitutes an independent whole is modified or integrated into another material.

 

4. DIGITAL CAB’S SYSTEM

4.1 THE SERVICE

The Agreement provides a non-exclusive access to use DIGITAL CAB’s System.

The received documents are validated and / or transformed to the desired format and forwarded to the recipient in accordance with the Agreement. This applies to both document traffic sent from the Customer to the trading partner and from the trading partner sent to the Customer.

DIGITAL CAB only handles documents under the Agreement. If a document cannot be identified or handed to the correct recipient, it will be marked as failed by DIGITAL CAB’s System.

The System automatically provides notification if errors occur in the processing of the documents. Be it in the form of documents whose format cannot be recognized, where the sender and recipient are inadequately filled, unknown sender or recipient, missing required data content or recipient systems that are not available for a period. Messages are provided by sending emails.

In case of error, DIGITAL CAB reserves the right to contact the Customer if deemed necessary, but DIGITAL CAB is not required to take this action. The inquiries to the Customer regarding errors are made free of charge for the Customer.

If the Customer asks, possibly as a result of errors that DIGITAL CAB has advised the Customer, with a request for error correction assistance, DIGITAL CAB calculates a cost according to the current consultancy hour price for this service.

4.2 SENDING AND RECEIVING OF DOCUMENTS

Documents for processing by the System must be transferred electronically to DIGITAL CAB.

Documents are transferred to the System at the Customer’s risk. No receipts for received documents are returned.

Software delivered by DIGITAL CAB has built-in control for proper transmission of electronic documents.

Documents received from trading partners and upon completion of processing are to be handed to the Customer, are delivered by DIGITAL CAB in electronic form, so that the Customer receives the documents in accordance with the Agreement.

4.3 LOGGING

Included in the solution follows access to an overview of the documents that have been processed by the System and the corresponding status of the documents.

DIGITAL CAB stores copies of received documents, the sent documents and copies of documents before and after any format conversion. The copies are kept for a minimum of 6 months.

4.4 OPERATIONAL STABILITY

DIGITAL CAB strives for maximum operational stability. The system and service are delivered, as is and is available.

In case of breakdown or interference, DIGITAL CAB aims to restore normal operation as soon as possible.

Scheduled interruptions will preferably be located during 21.00-06.00 CET. Should it be necessary to discontinue access to the System beyond the specified time, this will be notified in advance to the extent possible.

 

5. CONSULTANT ASSISTANCE

5.1 CONSULTANT ASSISTANCE INCLUDING SUPPORT

DIGITAL CAB will assist the Customer with consultancy services according to the nature, prices and time requirements described in the Agreement.

5.2 INSTALLATION, EDUCATION, ADVICE AND SUPPORT

On-site consultancy and telephone support can be obtained by the Customer in accordance with the agreement and in accordance with the general terms and conditions of use described herein and according to the current price list.

5.3 WORKING HOURS AND LOCATION

Agreed consultancy services are usually performed at DIGITAL CAB. The consulting services can, by appointment, instead be performed at the Customer. Unless otherwise agreed, the services are performed within DIGITAL CAB’s normal working hours.

More information on current working hours and opening hours can be found at www.digitalcab.dk.

5.4 REMOTE ASSISTANCE

DIGITAL CAB, with the Customer’s approval, can provide remote assistance via a remote connection over the Internet. The Customer is responsible for opening and closing DIGITAL CAB’s access to the installation.

5.5 INTELLECTUAL PROPERTY

If DIGITAL CAB provides technical assistance or consultant assistance at the customer’s request, this is subject to the terms of this agreement. This also applies to the Customer’s use of any improvements, data or other information made available by DIGITAL CAB. Any idea, know-how, technology or software developed by DIGITAL CAB, including enhancements or changes to the product, is DIGITAL CAB’s property, unless otherwise agreed in writing.

5.6 CUSTOMER’S OBLIGATIONS BEFORE CONSULTANT ASSISTANCE

Prior to installation or other consultancy, it is the Customer’s responsibility to obtain the agreed information and agreed equipment as well as communications connections for the purpose of solving the task.

5.7 MISCELLANEOUS COSTS

Documented travel, stay expenses or other direct costs incurred by DIGITAL CAB in connection with the execution of the Customer’s consulted services are invoiced to and paid separately by the Customer.

Transport time between DIGITAL CAB and the Customer is paid by the Customer.

 

6. SOLUTIONS THAT INCLUDE A PROGRAM LICENSE

6.1 RIGHTS

DIGITAL CAB hereby gives the Customer a non-exclusive license to the ordered product.

Unless otherwise stated in connection with the Product Description, the Customer is entitled to:

  1. copy the product to archive or backup purposes. All archive or backup copies of the product are subject to the terms of this agreement, and any remarks regarding ownership, trademarks, copyright and usage restrictions shall be reproduced in such copies.
  2. change the product or combine the product with other software products, provided that the product or parts thereof included in the modified software product are still subject to the terms of this agreement. The Customer agrees not to cause or allow reverse engineering, disassembling, or separation of the product.

6.2 TRANSFER

6.2.1 TRANSFER OF RIGHTS AND DUTIES

DIGITAL CAB may transfer the Company’s rights and obligations under the Agreement to third parties, including wholly or partly owned subsidiaries. DIGITAL CAB ApS is entitled to perform tasks by subcontractors.

The Customer may not transfer its rights or obligations under the Agreement to third parties without DIGITAL CAB’s approval.

6.2.2 TRANSFER TO THIRD PARTY

The rights are limited for use by the Customer alone and may not be transferred or leased to third parties without the prior written consent of DIGITAL CAB.

The Customer may not, in any form, disclose or disclose the product or share it to third parties.

This agreement may not be transferred by DIGITAL CAB to any third party without the prior written consent of the Customer.

6.3 DOCUMENTATION

Copying of documentation, user manuals and other reference materials is only allowed for DIGITAL CAB’s Customers and for the use of the material in connection with products and services acquired from DIGITAL CAB.

 

7. DELAY, ERROR, COMPENSATION AND COMPLAINT

7.1 DELAY

DIGITAL CAB does not provide compensation for delay of DIGITAL CAB’s delivery to the Customer

7.2 ERRORS AND DEFECTS

DIGITAL CAB is free of liability in case of errors or defects in the delivered service.

DIGITAL CAB is solely liable for loss of the Customer’s data if the Customer’s data has been lost after receipt by DIGITAL CAB and if the loss is due to intentional or gross negligence attributable to DIGITAL CAB.

7.3 COMPENSATION

DIGITAL CAB shall indemnify the Customer in respect of claims made as a result of the licensed product used within the scope of this Agreement to infringe a Danish copyright or patent right, provided that the Customer within 30 days notifies DIGITAL CAB in writing of the claim.

DIGITAL CAB alone (or together with a subcontractor to DIGITAL CAB) is responsible for the defence as well as all subsequent negotiations on the financial damage.

The customer supplies at DIGITAL CAB’s request DIGITAL CAB with all the necessary assistance, information and authority to perform the above. Cash outs that the Customer may incur in connection with such assistance will, to the extent that they are within reasonable limits, be reimbursed by DIGITAL CAB.

DIGITAL CAB should not be liable for any violations caused by:

  1. use of an obsolete or altered version of the product if the alleged infringement could have been avoided using the currently applicable and unchanged version of the product delivered to the Customer by DIGITAL CAB,

or

  1. that the product has been used with products not supplied by DIGITAL CAB if the alleged violation could have been avoided by using the product alone.

 

If the product is considered to infringe on copyright or patent rights, DIGITAL CAB has the following options:

  1. DIGITAL CAB may at its own expense change the product so that it no longer constitutes an infringement of a copyright or patent right.
  2. DIGITAL CAB may at its own expense and on behalf of the Customer provide a license that allows the Customer to continue to use the product.
  • DIGITAL CAB may terminate the license for the infringing product and evenly distributed over a five-year period, refund the costs incurred by the Customer in connection with the product since the delivery date.

7.4 SIZE OF COMPENSATION

DIGITAL CAB only compensates for the Customer’s documented financial loss, corresponding to the direct costs of recovering lost data, however, maximized to DKK 5,000 or DIGITAL CAB’s revenue from the Customer within the preceding 12 months, if lower. DIGITAL CAB does not compensate the Customer for loss of profit, for deprivation, operating loss, loss of time, loss of capital or other indirect consequences of loss of data.

7.5 COMPLAINT

Compensation claims must be made against DIGITAL CAB without undue delay and no later than 6 months after the Customer’s submission of the documents to which the claim relates.

 

8. THE CUSTOMERS DATA

8.1 DATA CONTROLLER

The parties agree that the Customer is the Data Controller regarding any personal information the Customer exchanges and processes in DIGITAL CAB’s System, and that the Customer owns and freely disposes of own data in the System. Together with this Agreement, the Customer and DIGITAL CAB have entered into a data processing agreement  (hereinafter the “Data Processing Agreement”), which is referred to as additional conditions for processing personal data.

8.2 EXPORT OF OWN PERSONAL DATA

The system allows the Customer to export his personal data through the export function on DIGITAL CAB’s Customer Web Portal, and the Customer agrees that such export must be carried out by the Customer prior to the termination of the subscription if the Customer wishes to obtain a copy of the personal data.

In the event that the Agreement expires or is terminated by the Customer, DIGITAL CAB ensures, where reasonable and commercially reasonable, that the Customer has a period of 10 days after termination where the export function may be used.

8.3 DELETING PERSONAL DATA

DIGITAL CAB reserves the right to delete the Customer’s data 90 days after the termination of the Agreement, regardless of the reason for this, and DIGITAL CAB has no obligation to store data after that date.

8.4 SPECIAL ACCESS TO PERSONAL DATA

DIGITAL CAB may, in exceptional cases where, according to DIGITAL CAB’s assessment, be considered fair and reasonable, for example, from a loss of value, provide third parties and authorities with access to Customer’s data, but only in accordance with the relevant data protection legislation in connection with judgments, governmental requirements, Customer’s bankruptcy, death or similar.

 

9. RESPONSIBILITY

9.1 DISCLAIMER

Regardless of the nature of the breach, neither party will be held liable for any indirect, incidental, special or consequential loss, including loss of profits, data or use, whether the loss is a counterparty or by a third party. This also applies in cases where the loss occurred during the term of the agreement or during any subsequent action, even if the counterparty or any other person has been made aware of the risk of the losses described above.

DIGITAL CAB’s liability can in no case exceed the amount of the total invoiced and paid amount by the Customer in the past 12 months prior to the entry into force of the liability and only in connection with the business which causes the claim for damages.

9.2 RECEIVED MATERIALS

DIGITAL CAB is free of liability if the content and appearance of the electronic documents are in violation of the applicable laws when the documents are received from the Customer. The customer is responsible for ensuring that the material supplied does not violate Danish law, including the personal data law.

DIGITAL CAB is also free of liability in cases where the material has undergone a change from the sending of the documents from the Customer to receipt at DIGITAL CAB.

 

10. WARRANTY

10.1 WARRANTY OF SERVICES

DIGITAL CAB guarantees that our services in terms of maintenance, technology, advice and education are of a professional nature and comply with current industry standards.

In order to be able to invoke its rights, the Customer must make written objections to DIGITAL CAB without undue delay and within 90 working days of the service rendered.

10.2 LIMITATIONS IN WARRANTY

The above description of warranty commitments is complete and supersedes all previously granted warranties, whether expressly disclosed or understood. However, this does not apply to warranty terms that are subsequently agreed upon with the Customer in writing for a particular purpose.

 

11. MISCELLANEOUS TERMS

11.1 CONFIDENTIALITY

The parties and their personnel, including subcontractors and third party consultants, have confidentiality with regard to information about the parties or other matters that they become acquainted with in respect of the deliveries referred to in this Agreement, services, etc.

Confidentiality also applies after the expiration of this agreement and the obligation of professional secrecy does not end when employees resign.

11.2 FORCE MAJEURE

None of the parties shall be liable to the other party in the event of force majeure which DIGITAL CAB could not prevent.

Such conditions may include work disputes, fire, chemical emissions or hazards, floods, lightning strikes, breakdown of communication links, power cuts or similar supply failures, natural disasters, war or warlike conditions, terrorism, bomb threats, seizure, currency restrictions, insurgency and unrest, product shortages and delayed or inadequate Subcontracts that are due to any of the listed conditions and which cannot, or only under extremely burdensome terms, be replaced.

If the cause of the force majeure lasts more than 3 months, the agreement can be annulled by both parties with 30 days written notice.

11.3 ANNOUNCEMENTS

Any notice including the notice of change of address required under this Agreement shall be in writing and deemed to be given as soon as it has been received at the last written address, including email address.

11.4 VIOLATION

If one party fails to fulfil its obligations and is in breach of this agreement, this will not apply as a legal termination. In case of material breach, the Agreement may be terminated without notice.

A material breach is considered to be:

  1. Failure to pay due amounts until the last timely payment date and after the completion of the dunning procedure
  2. In the event that the Client is declared bankrupt after the conclusion of the Agreement, enters into negotiation of a compulsory settlement, liquidation or suspension of payments enters into another arrangement which means that the Client’s creditors are not fully covered or if the Client is found to be in lack of funds to pay its debt or Customer’s assets are otherwise such that the Customer may be deemed unable to pay due amounts under the Agreement
  • Failure to rectify an error or defect within 30 days of identification of the error or defect
  1. DIGITAL CAB discontinues the activity and / or service to which the Agreement relates, including the occurrence of circumstances that bring the Agreement to a material hazard.

11.5 JURIDSTICTION ANDLAW

The agreement is governed by Danish law, with the exception of Danish law’s international private law.

Jurisdiction for any dispute between the Client and DIGITAL CAB ApS regarding the Agreement is “Københavns Byret” or “Østre Landsret”, if the case can be brought before the national court.

11.6 LEGAL REMEDY

For any breach of warranty as described in this agreement, the Customer’s sole legal remedy and DIGITAL CAB’s full liability regardless of breach of warranty commitments will be as follows:

  1. Product including the System:
    • Correction of product error. If DIGITAL CAB is unable to make the product perform as guaranteed, the Customer is entitled to get a refund of the DIGITAL CAB payments made including subscriptions for the period during which the product has not worked.
  2. Services:
    • A renewed implementation of the service in question. If DIGITAL CAB is repeatedly unable to perform the service as guaranteed, the Customer is entitled to reimbursement of the total cost of service paid including subscriptions.

 

In order to invoke its rights as described in this section, the Customer shall notify DIGITAL CAB in writing about the circumstances without undue delay and before the expiration of the warranty period.