STANDARD CONDITIONS

Appendix 1

1. Introduction

1.1 These terms apply and regulate the relationship between the Customer and Creditro.

2. Definitions

2.1 Where the Agreement (including the main agreement, Annex 1 and Annex 2) uses the following terms written in capital letters, the terms shall have the following meaning:

Regular Working Hours   Monday to Thursday at 09.00 – 16.00 (CET) and Friday at 09.00 – 15.00 (CET), Danish holidays excluded.

User   A person created by the Customer in Creditro’s systems who can use Creditro’s modules on behalf of the Customer.

Call   A technical inquiry to Creditro Assess for information about a particular company or person.

Account Administrator   The employee appointed by the Customer, who is responsible to the Customer for internal setup, user management and other technical / practical matters.

Client   The person, company, etc. that the Customer wants checked in Creditro Comply or Creditro Assess, or that the Customer wants to sign in Creditro Sign. Usually, the Client will be the Customer’s customer. Each Client can have several cases attached to it.

Monitoring   Creditro’s ongoing Monitoring of whether previously obtained Master Information remains correct.

Package   The version of one of Creditro’s modules chosen by the Customer. The package usually includes a number of devices, e.g. a number of Users.

Report   A report is a collection of information retrieved by the Customer via Creditro, e.g. via Creditro Comply.

End user   A person whose Master Information is to be included in a survey in Creditro Comply, e.g. a real owner or member of the management of a surveyed company, etc.

Master   Information Name of a Client or End User; any CPR / CVR number; contact information, including i.a. address, telephone number; e-mail address, industry, and any copy of identification documents; status as PEP and possible inclusion on sanction lists.

Dispatch   One or more documents which are sent by the Customer for signature via Creditro Sign to one or more signatories.

 

3. Right of use

3.1.1 On the basis of the Agreement, the Customer obtains a non-exclusive right to use those of Creditro’s modules, which are covered by the Agreement to the agreed extent, and for as long as the Agreement is in force.

3.1.2 The modules provided by Creditro can be used by the Customer either through login to https://app.creditro.com or via API connection. An API connection requires that the main agreement specifically states access to the API.

3.1.3 Where the Customer’s Users log in to Creditro’s service to use one of Creditro’s modules, each User must use a separate login consisting of a username and password. Where the number of Users is limited, the main agreement states how many Users the Customer can create in Creditro. Username and password are personal and must be kept confidential. The Customer’s Account Manager can manage the Customer’s Users’ access via Creditro’s website. If the Customer uses one of Creditro’s modules via the API, the Customer must use such authentication, which is issued by Creditro to the Customer for login.

3.1.4 If the Customer becomes aware of or suspects that his or her Users’ access to Creditro’s modules is being abused, the Customer must immediately change any misused username and password and notify Creditro.

3.1.5 The Customer’s Users must belong to the Customer’s legal unit, and Creditro’s modules may only be used internally in the Customer’s legal unit. Neither the Customer nor the Customer’s Users may transfer or allow other persons inside or outside the Customer’s legal entity to use his login.

 

4. Prices and payment

4.1.1 Prices for the Customer’s access to Creditro’s modules at the time of the Agreement are stated in the Main Agreement. All prices are, unless otherwise stated, stated in Danish kroner and excl. VAT.

4.1.2 At the conclusion of the Agreement, the start-up price is invoiced for the modules to which the Customer subscribes according to the Main Agreement.

4.1.3 Quantity payments based on number, e.g. number of Clients, Users, Calls or Shipments, excluding International Data, are invoiced prior to the Agreement Period at the start of the Agreement Period, or proportionately for a shorter period, if the Parties have agreed this. If the Customer has chosen a Package with e.g. 100 Users of DKK 100 / year, the Customer will thus be invoiced DKK 10,000 at the start of the Agreement period, or if a quarterly advance payment of DKK 2,500 has been agreed at the start of the agreement period and then DKK 2,500 every three months

4.1.4 If the Customer has made consumption in addition to that covered by the agreed Package, post-adjustment of such excess consumption is made immediately from the finding and until the end of the current subscription period with retroactive effect. Any excess consumption is settled per unit. No adjustment is made on the basis of less consumption than agreed. The customer’s acquisition of International Data is invoiced at the conclusion of the Agreement.

4.1.5 Does the Customer want Creditro to carry out programming tasks, for which e.g. If new or special development of components or modules that work with Creditro’s other modules is included, a separate agreement is entered into between the Parties regarding such work. Such an agreement must, as a minimum, describe the desired functionality and the estimated time consumption for the work. For such work, a separate offer is prepared.

4.1.6 If the Customer wants Creditro to make a special setup / configuration of its modules for the Customer or wants special customization, which is not a programming task, such work is invoiced on the basis of time spent with an hourly rate of DKK 999 per. commenced hour.

Before Creditro begins work on setup / configuration, a separate agreement is entered into with the Customer. Such an agreement must describe the Customer’s wishes for setup / configuration as well as Creditro’s expected time consumption for this.

4.1.7 If the Customer wants support from Creditro in addition to the support covered by this agreement, cf. 6.1.5, such support is invoiced with an hourly rate of DKK 499. It is settled per. started 15 minutes.

Creditro may, by separate agreement with the Customer, hold a full-day onboarding course with the Customer at a fixed price of DKK 14,999. The onboarding course has a duration of 6 hours divided into two parts.

4.1.8 Sent invoices are due for payment at the end of the payment deadline specified in the main agreement. The payment deadline is calculated from the time of sending the invoice.

In the event of late payment, Creditro is entitled to charge interest on arrears from the due date and until payment is made at the interest rate applicable at any time under the Interest Act. If payment is not made within 5 days of sending the first demand, Creditro is also entitled to prevent the Customer’s access to any of Creditro’s modules until payment is made.

4.1.9 Creditro’s standard prices are adjusted once a year per March 1 with a change corresponding to the increase in the development in the January consumer price index over the past year. Agreed prices are adjusted at the start of the next Agreement Period at the same rate, unless otherwise agreed.

4.1.10 In addition to that in pt. 4.1.9 stated, Creditro is entitled to make changes to the prices with a notice of 3 months. The customer is within 14 days from a notified price increase entitled to terminate the agreement with 3 months notice regardless of section 13.

 

5. Rights

5.1.1 Creditro owns all intellectual property rights, including ownership and copyright, of Creditro’s modules, to which the available APIs also belong or have the right to make these available to the Customer on the terms of the Agreement.

5.1.2 The customer only has the right to use Creditro’s modules, as stated in the Agreement.

5.1.3 Creditro does not acquire any rights other than those necessary for the delivery of Creditro’s modules to the Customer for such data, which the Customer leaves to Creditro in connection with the use of Creditro’s modules. See also Appendix 2 – Data Processor Agreement.

5.1.4 In the event that the Customer is met with objections that Creditro’s modules or the Customer’s use of these are in breach of third party rights, or should the Customer otherwise become aware of such claims, the Customer must immediately inform Creditro thereof.

 

6. Service Level Agreement (SLA)

6.1 Creditro’s modules are available as listed below. The Service Level Agreement also states regulation of backup, maintenance, error correction and support.

6.1.1 Availability

6.1.1.1 Creditro guarantees an availability for each of its modules of 98% within Normal Working Hours measured in an average over each calendar month.

6.1.1.2 If a service for a period has less than the guaranteed availability, Creditro, at the Customer’s request, provides a proportionate reduction in the part of the consideration that relates to the service in which the availability has been reduced. If a benefit is available in a calendar month for 95% of the guaranteed uptime, a reduction is granted in the remuneration for the month in question (1/12 of the annual remuneration) of 3% (98% – 95% = 3%). If the availability of the service in question in a calendar month is less than 90%, the refusal is, however, the entire month’s remuneration for the service in question.

6.1.1.3 By available is meant that the person in question of Creditro’s modules is settled and corresponds measured on the outside of the firewall in the operating center used by Creditro. It is not considered unavailability if a lack of response from Creditro’s service is due to third party providers of data, including, for example, that the CVR register and the CPR register do not respond to Creditro’s inquiry.

6.1.1.4 The customer can always follow Creditro’s operating status, see historical and live uptime for:

API connection: https://updown.io/bfvb

App platform: https://updown.io/zzz9

Website: https://updown.io/nuev

6.1.2 Backup

6.1.2.1 Creditro continuously backs up all data stored in Creditro’s systems. Full backup is performed once a week and daily incremental backup.

6.1.2.2 Full weekly backups are stored for a period of 6 months, incremental backups are stored for a period of 30 days. Backup is stored in encrypted form. Backup is stored duplicated across the operating centers used by Creditro.

6.1.2.3 Creditro checks the backup functionality on an ongoing basis and at least every 6 months, including restoration testing.

6.1.2.4 If the Customer wants data restored from backup, Creditro is contacted. Creditro is entitled to invoice the Customer for its work with the restoration of data from backups, provided that the need for restoration is not due to circumstances for which Creditro is responsible. Invoicing of Creditro’s work takes place as Technical Configuration, etc., cf. section 4.

6.1.3 Maintenance

6.1.3.1 Creditro performs ongoing maintenance of its modules. Maintenance is usually carried out between 21.00 and 06.00 (CET)

6.1.3.2 If Creditro’s maintenance is expected to result in the modules being unavailable to the Customer for a period of time, the Customer will be notified of this no later than two working days before the planned maintenance commencement. Scheduled maintenance can not exceed 4 hours per. calendar month.

6.1.3.3 Unscheduled maintenance is sought to the greatest possible extent located within the in pt. 6.1.3.1 specified periods. If Creditro becomes aware that unplanned maintenance must be expected to result in the modules being unavailable to the Customer for a period of time, this will be notified to the Customer as soon as possible.

6.1.3.4 Changes to Creditro’s APIs are notified to the Customer no later than 60 days before the entry into force.

6.1.3.5 Unexpected changes to APIs are notified to the Customer as soon as possible.

6.1.4 Bug fix

6.1.4.1 If the Customer finds errors in Creditro’s modules, the Customer must immediately inform Creditro. The customer must, at best ability, provide detailed information on how the error appears and under which conditions.

6.1.4.2 Errors are classified into three categories.

  • Critical error, which includes errors that significantly or completely prevent the Customer from using Creditro’s modules.
  • Non-critical error, including errors that to a lesser extent affect parts of Creditro’s modules or errors – including critical errors – that can be bypassed.
  • Minor errors, including errors that only to a limited extent affect the Customer’s use of Creditro’s modules or errors – including critical and non-critical errors – that can be circumvented in a simple way.

6.1.4.3 From the time the Customer informs Creditro of an error that is classified as critical, the person in question is considered by Creditro’s modules to be unavailable to the Customer until Creditro informs the Customer that the error has been remedied or reduced to a lower category.

6.1.4.4 Creditro will begin rectifying a critical error as soon as possible and at any time within 8 hours of becoming aware of it. Non-critical errors are remedied as soon as possible, and no later than after 8 hours within Normal Working Hours, and minor errors are remedied within a reasonable time for the specific error.

6.1.4.5 It is at all times Creditro that classifies errors based on the above description.

6.1.5 Support

6.1.5.1 In connection with the commissioning of the collaboration, the Customer is offered up to two hours of free assistance for setting up the Customer’s account. Such assistance is provided at an online meeting between the person designated by the Customer and the Creditro Customer Success Team.

6.1.5.2 It is the Customer’s responsibility to adequately train its Users in the use of Creditro’s modules. Creditro holds free weekly webinars regarding the use of Creditro Comply, where the Customer can register his employees for training courses before they start using Creditro Comply. To ensure an appropriate number of participants, Creditro reserves the right to refer one or more of the Customer’s Users to a later webinar.

6.1.5.3 Creditro provides support to a reasonable extent and within normal working hours through Creditro’s support channels which are per telephone, e-mail and via the chat function on Creditro’s website regarding the use of Creditro’s modules. It is a condition of Creditro’s support to the Customer regarding Creditro Comply that all of the Customer’s Users have participated in and completed one of Creditro’s weekly webinars.

If the support requested by the Customer exceeds a level that Creditro deems reasonable, Creditro is entitled to payment for the time used for the support on the basis of Creditro’s hourly rate applicable for such work at any time, cf. section 4. Creditro informs the Customer if he will be charged for impending support. Support to the Customer in addition to 30 minutes / week across support channels will normally be considered in excess of what is reasonable and Creditro is thus entitled to payment for this.

 

7. Personal data

7.1 Creditro processes personal data in accordance with current legislation. Creditro’s processing of personal data on behalf of the Customer is regulated in Appendix 2 of the Agreement – Data Processor Agreement.

 

8. Violation

8.1.1 If one of the Parties materially breaches the Agreement, the other Party is entitled to terminate the Agreement with immediate notice.

 

9. Confidentiality, etc

9.1.1 Each of the Parties shall, unless otherwise stated in the Agreement, keep confidential any internal information received from the other Party, including information received in connection with the delivery of Creditro’s modules and information received in connection with the conclusion of the Agreement, including the content of the Agreement.

9.1.2 Creditro’s employees are subject to a duty of confidentiality throughout their employment contract both during and after the employment relationship. Creditro ensures that the individual employee does not have access to more information than is necessary for them to perform their work.

9.1.3 Creditro is entitled to use subcontractors to perform its services. Creditro may disclose and entrust the Customer’s information to such subcontractors to the extent necessary for the subcontractor to perform its task for Creditro. Creditro is obliged to enter into a written agreement with subcontractors, which states that the subcontractor may only use the Customer’s information for this or ensure that the subcontractor is subject to a statutory duty of confidentiality. To the extent that a subcontractor processes personal data where the Customer is data responsible, reference is made to the regulation in Appendix 2 – Processing of personal data.

9.1.4 Creditro is entitled to use the Customer’s name and logo in connection with its marketing of the same type of service that is covered by the Agreement, provided this is done loyally.

 

10. Liability and limitation of liability

10.1.1 The parties are, with the specifications otherwise stated in the Agreement, liable to each other in accordance with the general rules of Danish law. None of the Parties is liable for indirect losses and consequential damages, including, but not limited to, operating losses, losses of goodwill and other business losses as well as claims from third parties, cf. 5.1.4.

10.1.2 Creditro cannot be held responsible for third-party solutions not developed by Creditro or integrations with Creditro’s modules not configured by Creditro.

10.1.3 Creditro cannot be held responsible for the Customer’s use of the information obtained by Creditro’s modules by the Customer and the consequences of such use.

10.1.4 Creditro’s any liability to the customer may not exceed an amount corresponding to 12 months’ subscription payment. Calculated from the date the loss on which the compensation is based occurs.

10.1.5 Neither Party shall be liable to the other Party in respect of matters beyond the control of that Party which the Party should not have taken into account nor should it have avoided or otherwise made reservations, including, but not limited to, strikes, government intervention or restrictions, failures or breakdowns in telecommunications infrastructure and labor disputes. The same applies where such conditions exist with Creditro’s subcontractors. In such cases, Creditro’s liabilities are suspended without further action until they can reasonably be resumed.

 

11. Amendments to Agreement

11.1.1 If the Parties at the conclusion of the Agreement agree to deviations from Creditro’s usual agreement, including in relation to these General Terms or Creditro’s Special Terms, this must be stated in the main agreement or a separate appendix thereto, which is approved by both Parties.

11.1.2 If Creditro makes changes to the Agreement and its terms, this is notified, unless otherwise stated in the Agreement, with appropriate notice. In addition, changes can only be made if the Parties agree.

 

12. Transfer

12.1.1 The Customer is only entitled to transfer its rights and obligations under the Agreement to third parties, provided that Creditro accepts such transfer in writing. Creditro cannot refuse transfer without good cause.

12.1.2 Creditro is at all times entitled to transfer in whole or in part its rights and obligations under the Agreement.

 

13. Entry into force, commissioning, maturity and termination

13.1.1 The agreement enters into force on the date stated on the main agreement and no later than the last of the Parties’ signatures and the modules are available to the Customer no later than on the commissioning date. The Agreement runs for periods of 12 months from the entry into force or expiration of the most recent Agreement Period. The Agreement is continuous and is thus automatically renewed, unless one of the Parties terminates the Agreement with written notice of 3 months at the end of the current Agreement Period.

13.1.2 The Customer may at any time until the end of the last Agreement Period retrieve all data that the Customer has uploaded or saved in connection with Creditro’s modules. At the end of the last Agreement Period, all the Customer’s data in Creditro’s systems will be deleted, as data stored by Creditro in connection with backups will be deleted no later than 6 months after the end of the last Agreement Period. It is the Customer’s sole responsibility to retrieve data that the Customer has stored in connection with Creditro’s modules before the end of the last Agreement Period. By separate agreement, Creditro can assist the Customer with the delivery of the data stored by the Customer. Invoicing of Creditro’s work on such an occasion takes place as Technical Configuration, etc., cf. section 4.

 

14. Dispute resolution

14.1.1 Should any dispute arise between the Parties, such dispute shall initially be resolved amicably.

14.1.2 To the extent that a dispute cannot be resolved by the Parties themselves, the dispute must be settled in accordance with the general rules of Danish law by Creditros at any time.