Service Level Agreement and General Terms and Conditions of Sale and delivery for AskCody services
Scope of Applicability
- This Service Level Agreement and terms and conditions of sale and delivery (hereinafter referred to as the "Service Agreement") apply to all contracts for the AskCody's (Company registration number DK-33757891), (hereinafter referred to as "AskCody") services in the field of digital wayfinding, meeting room signs, meeting activity signs, visitor registration and booking solutions (hereinafter referred to as the “Services”) to business customers (hereinafter referred to as the "Purchaser").
- The Purchaser acknowledges that AskCody Services and solutions come as Software As A Service (SaaS) billed yearly. The service fee on AskCody Services and solutions covers 12 whole months + the current month where service/Services is/are available to the Purchaser. This Service Agreement does not include any hardware, screens, or other devices, but solely the AskCody Software. Each year the agreement is automatically renewed for a new period of one year. 1 month before a period expires a new invoice will be forwarded covering the following 12 months.
- A Service Agreement must be terminated no later than 3 months before the expiration. If the Service Agreement is terminated later than this, it will be renewed for a new period
- AskCody does not refund payments for Service Agreements, provided if it is terminated during an agreement period.
- Termination can only be done in writing by letter or email to AskCody.
- This Service Agreements applies unless a written agreement has been drawn up between AskCody and the Purchaser, (hereinafter referred to as "the Parties") stating differently. If such written agreements between the Parties clearly stipulates differently than the terms and conditions specified below, the terms of such written agreements shall be given priority.
- The Parties agree to cooperate in a positive, professional and responsible manner during the entire process, and to make an effort, in order to achieve the best result possible. Furthermore, the Parties shall exhibit reasonable flexibility.
- The Parties shall on a regular basis inform each other about any relation, which is considered likely to affect the completion of an efficient contractual process.
- Purchaser's users (hereinafter referred to as the "Users") may access and use AskCody Services solely for Purchasers's internal business purposes, which means that neither the Users nor the Purchaser may sell, resell, license, sublicense, distribute, rent, lease or otherwise commercially exploit any AskCody Services except as contemplated by this Service Agreement. The Purchaser and the Users may not decompile, disassemble, translate or reverse engineer any AskCody Service; nor remove from any AskCody Service any language or designation indicating the confidential nature thereof or the proprietary rights of AskCody or its suppliers.
- When purchasing an AskCody Service the Purchaser warrants and represents that it owns all right, title and interest in and to the Customer Data, or possesses all legally valid rights in the Customer Data. "Customer Data" meaning data, information or material uploaded or routed to AskCody, transmitted using any AskCody Services or otherwise provided to AskCody in any medium by the Purchaser or third parties, together with any derivative works made therefrom.
- The Purchaser is solely responsible for the accuracy, quality, integrity, reliability and appropriateness of the Customer Data. During the duration of this Service Agreement, the Purchaser grants to AskCody a limited, non-exclusive, non-sublicensable, non-transferable license to capture, copy, store, transmit, maintain, access and display the Customer Data solely to the extent necessary to provide the Services to the Purchaser under this Service Agreement. AskCody may not use the Customer Data for any other purpose.
- The customer agrees that the provision of AskCody's Services can be reliant and/or depending on whether AskCody's 3rd party SaaS providers can use the Costumer Data to carry out any requested task as a part of AskCody's Services. The use of Costumer Data is limited to the same extent as the rights thereto is attributed to AskCody, cf. above. On request a comprehensive oversight over 3rd party SaaS providers can be available to the Purchaser.
- AskCody will maintain the security and integrity of the Customer Data. AskCody will be responsible for backing up the Customer Data on an agreed schedule. Upon termination or expiration of this Agreement for any reason, AskCody will provide the Purchaser with the Customer Data, destroy all copies thereof and upon the Purchaser's request certify the same to the Purchaser in writing, provided that the Customer Data on back-up media may be destroyed or recycled according to AskCody's retention schedule for such media.
Warranties, Services and obligations regarding AskCody solutions
AskCody shall provide the Services during the Term of this Agreement on a 24/7 basis according to the service levels set forth in this Service Agreement, it being
understood that the Services may be inaccessible or inoperable from time to time for any reason, including, without limitation:
- equipment malfunctions
- periodic maintenance procedures or repairs which AskCody may undertake from time to time
- causes beyond the control of AskCody or which are not reasonably foreseeable by AskCody, including, without limitation, interruption or failure of telecommunication or digital transmission links, delays or failures due to Purchaser's Internet access connections, hostile network attacks, network congestion or other Force Majeure Events (defined in Section 8 of this Service Agreement).
- The Purchaser agrees that AskCody has no control over the stability and throughput speed of the Internet or other data transmission systems used by the Purchaser or any 3rd party provider.
- AskCody's service targets follows AskCody's Cloud and Infrastructure Provider (Microsoft Azure) and guarantee at least 99.9% availability. https://azure.microsoft.com/en-us/support/legal/sla/summary/
- If any Service which requires internet connection, is provided with such and sufficient Internet connection, AskCody guarantee 99.9% uptime on Services.
Uptime: defined as the amount of time the system/Service is up and running and available for use. Uptime is measured per month and is calculated from the following formula:
% uptime/month = 100 * ((24 * number of days in the month) – total downtime in month)/(24 * number of days in the month)Downtime: defined as the number of hours the system/Service is not up and running and available for use during one month.
The following conditions shall not mean that the Service is considered out of reach, and thus not included in the definition of downtime:
- Maintenance and migration at AskCody or its hosting provider (Windows Azure).
- Errors and crashes for any reason, that occurs in the Purchaser's own network, power-or IT-system, hardware, including system software, as well as lack of access to the Purchaser's network and an active Internet connection.
- Errors and crashes for any reason that occurs because of an incompatibility between the Purchaser's IT system and the Services.
Per definition all service windows are included in the uptime guarantee if notified at a minimum 3 days in advance.
- In cases that are to be classified as emergencies and which require an extraordinary service window, services or maintenance windows are to be announced at least 24 hours in advance.
- Emergency service windows are only announced in cases where security issues are discovered.
- If the Services are not available in 99.9% of the time per month, AskCody is obliged to provide the Purchaser a compensation equal to 5%, per each 1% points below the service target of 99.9% of the time per month for one-twelfth of the annual remuneration.
- Providing the Purchaser may wish to invoke compensation cf. above, the Purchaser shall do so no later than the 10th in the following month. It the Purchaser doesn´t comply with the given deadline, the Purchaser waives the right to compensation.
- However, AskCody can in no case, except for gross negligence and intent, be obliged to provide the Purchaser compensation greater than 75% of one-twelfth of the annual remuneration of downtime per month, as regards the Service/Services in question.
- AskCody reserves the right at any time to develop and improve the Services, as well as change the hosting provider. Information concerning AskCody's hosting provider is available at www.askcody.dk. If AskCody changes to another hosting provider after the conclusion of an agreement, AskCody will inform the Purchaser prior to this change. AskCody's warranty does not include errors or omissions due to misuse in accordance with AskCody's instructions, standard practice or not-agreed purposes, repair or alteration performed by other than AskCody, or any other circumstances which AskCody is not responsible for.
- AskCody holds no responsibility that the use of the Services meets national legislation or standards or may be used for specific purposes, unless the parties have agreed otherwise in writing.
- Should the Purchaser discover a defect or deficiency, which Purchaser wants to claim, it must be communicated to AskCody immediately when discovered or should have been discovered. If the Purchaser fails to claim the error or deficiency right away to AskCody, it cannot later be invoked. The Purchaser shall provide AskCody with all information about any error or deficiency, AskCody asks for.
- Within a reasonable time after AskCody has received notice from the Purchaser about an error or deficiency and examined the claim, AskCody notifies the Purchaser whether the fault or defect is covered by the warranty.
- AskCody shall provide the Services during the Term of this Agreement on a 24/7 basis according to the service levels set forth in this Service Agreement, it being understood that the Services may be inaccessible or inoperable from time to time for any reason, including, without limitation:
- AskCody's telephone support: 08:00 to 16:00 CET, Monday - Friday.
- Calls received outside of business hours will be sent to a mobile phone and best efforts will be made to answer your call, but a telephone answer machine will be used as backup.
- AskCody's E-mail support may be reached at: firstname.lastname@example.org or email@example.com and is supervised from 08:00 to 18:00 CET, Monday – Friday.
- E-mails received outside of business hours will be collected, but no operation can be guaranteed until the following business day. All emails are to be answered within 24 hours.
- Should the error and/or support issue be concerning section 3.6 and 7 the Purchaser will be held responsible for the cost and will be billed by the hour. The Purchaser will be informed about the potential cost, when relevant, beforehand.
Offers, Purchase Orders and Order Confirmations
- An offer from AskCody is valid in 10 days from the date of issue unless otherwise stated. Acceptance of an offer received after the validity date is not considered binding unless it is confirmed in writing by AskCody.
- Orders must be sent to AskCody in writing. An order shall contain order number, reference, the Purchaser attention, contact information, description of service ordered, price, and expected delivery date.
- AskCody strives to confirm or reject an order within 3 working days after receiving it. Affirmation or refusals of orders must be in writing to bind AskCody.
- The Purchaser cannot modify an order without AskCody's written consent.
Terms of Payment
- The Purchasers settlement shall occur at the latest 8 calendar days after the date of the invoice.
- If Purchaser fails to pay any invoice within 8 calendar days after receiving the invoice, AskCody may suspend delivery of any purchased order or any remaining balance thereof until payment is made or terminate delivery of the Services providing the Purchaser with a written notice of termination. AskCody may charge the Purchaser interest of 2% for each commenced month after the last date on which payment was due.
- Besides interest rate as described in section 6.2, if the Purchaser fails to pay 14 calendar days after receiving the invoice, AskCody is entitled to discontinue the services without further notice. Any disturbance this may cause the Purchaser is irrelevant to AskCody.
The Purchaser's obligations
- The Purchaser agrees to provide AskCody with all information and corporation reasonably necessary or desirable to implement the Services for the Purchaser. The Purchaser shall be solely responsible for providing, maintaining and ensuring compatibility with the Services, including securing internet access connections. The Purchaser will use commercially reasonable efforts to prevent unauthorized access to, or use of the Services.
- In those cases, where the Services mentioned and listed in the enclosed offer are integrated into the Purchaser's IT-system or Calendar System, the Purchaser warrants at any time to meet the requirements regarding the IT-system, in order to ensure that AskCody's Services can be integrated into the Purchaser's IT-system.
- The Purchaser shall within reasonable time notify AskCody about planned alterations in the Purchaser's IT-system. If the changes cause the Service not to serve its purpose, AskCody shall bear no responsibility in this regard. In these circumstances, AskCody will furthermore be entitled to terminate the Service Agreement.
- The Purchaser must give AskCody access to staff and provide information to the extent necessary for the Services to work, including access to relevant staff in connection with the setup on the Purchaser's network or integration into the Purchaser's calendar system.
Unforeseen events (exemption from responsibility)
- AskCody cannot be held responsible for violations of obligations, and thus for breach of the Service Agreement, if the violation is caused by conditions beyond their control (force majeure), including – but not limited to – the weather and other natural disasters, terrorist actions, war, interruption or failure of telecommunication and power supply, acts of the government or public authorities, or strikes.
Termination, Bankruptcy and renegotiation
- The service fee on AskCody Services covers 12 whole months + the current month where service/Services is/are available to the Purchaser. This Service Agreement does not include any hardware, screens, or other devices, but solely the AskCody Software. Each year the agreement is automatically renewed for a new period of one year. 1 month before a period expires a new invoice will be forwarded covering the following 12 months.
- The Service Agreement can be terminated by both Parties, in writing, with a notice of at least 3 months.
- The Parties shall inform the other Party of the termination no later than 3 months before the end of an annual period. If not, the fee mentioned in the billing profile shall be paid for the new period of a full year, no matter when the termination occurs.
- The Service Agreement can be terminated completely, with regard to all the delivered Services and services, or partially, with regard to certain delivered Services and services.
Termination of the Service agreement
- In terminating the Service Agreement, no matter the reason, AskCody's obligations regarding the Service Agreement and any additional agreements ends.
- All rights to the Services, including the Services made by AskCody from material handed over by the Purchaser, remains with AskCody. All rights to the handed over material expire at the termination of the Agreement.
Terms of Delivery and Late Delivery
- AskCody provides the Services no later than the time stated in the order confirmation. AskCody has the right to deliver before the agreed date, unless the Parties have agreed otherwise. An earlier delivery does not affect the terms of payment.
- Should AskCody expect a delay in the delivery of the Services, the Purchaser must be informed, and a new expected delivery date is to be given.
- Should AskCody fail to deliver the services within 15 days from the delivery date in the order confirmation, and this happens for reasons that the Purchaser is not liable for, and the Purchaser is not notified, the Purchaser are entitled to cancel the delivery by contacting AskCody. The Purchaser obtain no other rights in the case of delay.
Limitation of liability
- Each party is responsible for its own acts and omissions under the law applicable to the limitations under current law.
- Claims for compensation can in no case exceed 75 % of the agreed annual fee, excluding VAT, in the billing profile.
- AskCody can in no case be held responsible if a Purchaser or an User's hardware or system software is not compatible with the Services.
- Notwithstanding any opposing terms in the contractual basis AskCody shall not be liable to the Purchaser for any indirect loss, including loss of production, sales, profits, time or goodwill, unless they are caused intentionally or by gross negligence.
Intellectual Property Rights Infringement
- The full right of all intellectual property arising in connection with AskCody's Services and execution of services, including patents, designs, trademarks and copyrights shall by all times be the property of AskCody.
- AskCody is responsible for the provided Services' infringement of third party intellectual property rights. To the extent that the Purchaser is met with contention that the delivered Services' infringement of third party intellectual property rights, AskCody shall indemnify the Purchaser.
Mandatory law and Alterations in legislation
- If one or more provisions of this Service Agreement is declared to be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality or enforceability of the remaining provisions contained therein shall not in any way be affected. In such event, the Parties shall use its best efforts to immediately and in good faith negotiate a legally valid provision in replacement, without affecting the spirit of this Agreement.
- Danish law governs this Service Level Agreement. Any dispute regardless of form, arising from the Service Level Agreement and amendments is to be resolved by City Court of Aalborg, Denmark in accordance with applicable Danish civil procedure.