1.1.1 SameSystem shall render the services specified in clause 1.2-1.7 (the “Services”), to the customer, in accordance with these General License Terms, the license agreement, its appendices and usual good practice for SaaS (“software as a service”) vendors.
1.2.1 SameSystem is a cloud-based workforce management solution (in the following referred to as the “Solution”), delivered as a service to the customer, in the standard version applicable at any time and adjusted to the customer’s needs upon agreement with the customer, cf. clause 5.
1.2.2 The customer must use the Solution in accordance with the user manual applicable at any time and these General License Terms.
1.3.1 SameSystem conducts, potentially assisted by an external operator, the daily operations and supervision of the Solution and arranges for the on-going backup of data etc. SameSystem is entitled to have the operator replaced at any time and for no specified reason.
1.3.2 SameSystem is not liable for any interruptions in operation that occur in the transmission of data between SameSystem’s operating centre and the customer, its internet domain(s) or users, unless such interruptions are caused by errors in the Solution.
1.4.1 in order to answer user related questions and solve urgent problems, SameSystem offers hotline support, i.e., telephone, e-mail and online chat support to customers in the primary operation periods stated on SameSystem’s website.
1.5.1 SameSystem shall maintain and – as decided by SameSystem in each case – on an on-going basis update and upgrade the Solution for purpose of maintaining a general uptime of minimum ninety-nine per cent (99%) (measured during a three (3) month period). When calculating the uptime, two (2) monthly service windows of three (3) hours each are excluded.
1.6.1 SameSystem must remedy non-critical, identified errors in the Solution within a reasonable period of time after observation thereof. Critical errors such as errors that involve unavailability of the Solution or very limited availability shall be remedied without undue delay.
1.6.2 If errors in third-party software, utilized to render the Solution, are observed, SameSystem is obligated to inform the manufacturer of the error, and encourage the manufacturer to remedy the defective software within a reasonable period of time. In the event of critical errors or errors that significantly reduce the use of the Solution for the customer, SameSystem is obligated to use reasonable best efforts to create a temporary “work around”.
1.6.3 If the customer reports defects in the Solution to SameSystem and it is documented that the defect is not caused by errors as described in clause 1.6.1 or 1.6.2, but is caused by errors in the customer’s systems, the customer’s misuse, defective communication lines or any other errors beyond SameSystem’s control, the costs for remedial action shall be paid by the customer. The costs will be calculated on the basis of the time spent by SameSystem for remedying such defect, at the current hourly rates.
1.6.4 The customer does not have access to SameSystem’s operation centre but has access to the Solution through SameSystem’s administration module. If the customer causes any defect to the Solution, SameSystem is entitled to a fee for remedying such defect in accordance with clause 1.6.3 above.
1.7.1 SameSystem offers add-on services to the Solution (“Add-ons”), which are described on SameSystem’s website. All chosen Add-ons will be specified in the license agreement.
2.1.1 If the Customer has appointed a person to act as point of contact in regard to the licence agreement and its appendices, it must be specified in the license agreement.
2.2.1 The customer shall appoint one or more administrators who shall handle the overall administration of the customer’s user rights in regard to the Solution. The customer’s administrator(s) are specified in the license agreement.
2.2.2 One or several of the customer’s administrators may be replaced by notifying SameSystem in writing of the person who is to take over the duties as the customer’s administrator and the date of replacement. Such notification must be signed by a person authorised to bind the customer.
2.2.3 The customer’s administrator shall handle the overall administration of the customer’s user rights in the online workforce management solution, including granting of rights to new users and change or cancellation of existing users’ rights. The customer assumes the full liability and risk of planning the user administration expediently and in such a way that usernames and passwords cannot be misused to obtain unauthorised access to the online workforce management solution.
2.2.4 If an authorised user uses the Solution in violation of the Licence Agreement and SameSystem’s instructions, SameSystem is entitled to exclude such user from the Solution if the user does not immediately comply with SameSystem’ instructions.
3.1.1 The license agreement shall last for a term of twelve (12) months and shall commence on the date specified in the license agreement (the “Start Date”), unless otherwise agreed between the parties.
3.1.2 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 3.2 or clause 12.
3.2.1 Either party may terminate the licence agreement (in whole or for the customer’s individual departments) by providing a thirty (30) day written notice to the other party, prior to expiry of a License Period.
3.2.2 Termination will take effect after expiry of the current Licence Period + three (3) months (the “Termination Date”). The customer’s right to use the Solution will expire on the Termination Date.
3.2.3 The license agreement will terminate automatically on the occurrence of the following event: i) bankruptcy or insolvency of the customer or ii) non-payment by the customer in accordance with clause 4.3.
3.2.4 Termination or expiration of the license agreement shall not release the parties from the obligations following from “Public Announcements and Marketing” (Clause 6), “Intellectual Property Rights” (Clause 9), “Confidentiality” (Clause 10), “Breach” (Clause 12), “Liability” (Clause 13), “Governing Law and Venue” (Clause 14) and any other clauses, which by intent or meaning have validity beyond such termination or expiration of the Licence Agreement.
4.1.1 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.
4.1.2 The fees do not include charges for message services in the Solution. Any additional SMS charge will be specified in the invoice. The current rate is 0,6 DKK per SMS, however, this rate may be subject to changes.
4.2.1 SameSystem’s invoices are due for payment upon receipt, the last due payment date being eight (8) days after the invoice date.
4.2.2 SameSystem 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.
4.2.3 SameSystem will Issue one (1) invoice per legal entity (CVR/VAT number) under the license agreement during a License Period.
4.2.4 Notwithstanding clause 4.2.3 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. SameSystem will issue the invoice once the Solution has been set up and is available to the customer.
4.2.5 For invoices relating to Spain, the customer undertakes to pay SAMESYSTEM SPAIN SL the amount of the detailed services by direct debit on the 5th of each calendar month in the account indicated by the customer.
4.3.1 In case of late payment, default interest will be added according to the provisions of the Danish interest act. SameSystem will furthermore be entitled to charge a fee of DKK 100.00 for each payment reminder, in accordance with the Danish Interest act. If the invoice has not been settled within the deadline stated in the final payment reminder, the customer’s right and access to use the Solution will expire without further notice.
4.4.1 SameSystem will increase its fees, set out in the licence agreement each year, on October 1. This regulation follows the evolution of the relevant public Danish index for salary development in the IT industry or the private sector. SameSystem’s fees will, however, be increased by a minimum of 3% based on the fees for the previous License Period.
4.4.2 If a sub-processor increases its prices to SameSystem, SameSystem is entitled to increase the license fee charged to the customer in order for SameSystem 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.
5.1.1 All additional services, outside the scope of the license agreement, including requests for customizations, must be forwarded in writing to SameSystem.
5.1.2 Upon receipt of the customer’s request(s), SameSystem will prepare a proposal for a solution, including an estimate for the time expected to be spent and the expected fee.
5.1.3 If the proposal is accepted by the customer, SameSystem will draft an addendum to the license agreement, defining the project scope and time schedule, which must be signed by both parties before commencement of the project.
5.1.4 In case the proposal is not accepted by the customer, SameSystem reserves the right to charge a reasonable fee covering the costs for research and preparation of the proposal.
6.1.1 The customer acknowledges that SameSystem A/S is a listed company, with shares admitted to trading on Nasdaq First North Premier Growth Market in Denmark, and thus must observe the regulations pursuant to the Regulation 596/2014 on market abuse (“MAR”). If required by MAR or other applicable law, SameSystem shall, without prior approval from the customer, be entitled to issue company announcements relating to the subject matter of the license agreement.
6.2.1 A party shall also, without prior approval from the other party, be entitled to refer to the other party, by name and/or logo, in its public annual and interim reports, press releases, on its website, social media platforms and in connection with other commercial activities.
7.1.1 Each party shall, at all times, comply with its obligations under applicable data protection legislation applicable to it, including Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “General Data Protection Regulation – GDPR”). With respect to all personal data entered into, transferred or stored in the Solution, the customer is considered to be the data controller, and SameSystem is considered to be the data processor.
7.2.1 Personal data received by SameSystem is solely processed and stored on behalf of the customer in accordance with the data processing agreement between the parties, and the instructions specified by the customer at any time. However, SameSystem is entitled to extract and store the customer’s data anonymized for statistical analysis as part of the on-going improvement and further development of the Solution.
7.2.2 SameSystem has made such reasonable technical and organisational arrangements deemed necessary to guarantee that the received personal data (i) is not accidentally or unlawfully destroyed, lost or impaired, (ii) is not communicated to any third parties, (iii) is not wrongly processed and (iv) is not otherwise processed by SameSystem in conflict with the General Data Protection Regulation or the Danish Data Protection Act (in Danish “Databeskyttelsesloven”).
8.1.1 SameSystem warrants to the customer that the Solution shall perform substantially in accordance with the stated specifications and the specified functionality.
8.1.2 SameSystem warrants to the customer that SameSystem holds all permits, licenses, approvals etc., required for SameSystem to sustain operation and maintenance of the Solution in accordance with the license agreement.
8.1.3 The customer acknowledges and agrees that access to the Solution may be affected by interruptions or discontinuations, related to, but not limited to; local network telecommunications activity, government networks, electronic mail failure, capacity and compatibility with third party communication equipment, communication software, web browsers and internet or intranet enabled software. The customer hereby disclaims and waives any and all SameSystem responsibility for any such failures as stated in this clause 8.1.3.
8.2.1 The customer warrants to SameSystem that the customer does not use the Solution for collection, registration, storage, processing or manipulation of data in violation of any applicable privacy law and other legislation, and that the customer has the full authority to provide personal data, pertaining to its employees, officers and directors to SameSystem in order for SameSystem to provide the Services to the customer.
9.1.1 Within the scope of the license agreement, the customer acquires a limited, non-exclusive, non-transferable right to access and use the Solution.
9.2.1 With due respect of any third-party rights, SameSystem owns and will maintain the full, and unrestricted rights of ownership and/or use of all aspects of the Solution, including, without limitation, software, user manuals, reporting formats, training material, know-how and other intellectual property rights, generated by SameSystem. The right of ownership to software solutions or other intellectual property rights generated for, and/or in cooperation with the customer, shall also accrue to SameSystem.
9.3.1 The customer has and will maintain the full and unrestricted right to all employee and company data collected and stored in the Solution.
9.3.2 The customer acknowledges and agrees, that SameSystem continuously aggregate customer data with data from other SameSystem’s customers, for anonymous market and business statistic purposes and product development which benefit all SameSystem’s customers. All data will be anonymised and therefore cannot be used to identify the customer or its employees.
9.4.1 Upon termination of the license agreement, each party is obligated, upon request from the other party, to return any equipment and material etc., as made available by the other party. Such request must be made in writing no later than ninety (90) days after the Termination Date. Upon the customer’s request, SameSystem must also return the customer’s data in a standard media and format decided by the customer. SameSystem is entitled to a reasonable fee for the work carried out in connection with the return of the customer’s data.
10.1.1 Information and knowledge of a technical or commercial nature, including, but not limited to the licence agreement, user IDs and passwords, customer data, project descriptions, software, material, methods and know-how in general, which is exchanged by and between the parties in connection with the licence agreement and/or additional services in connection with the licence agreement and which has been explicitly marked or otherwise identified as “confidential” at the time of disclosure, or where it is clearly evident from the circumstances that such information must be treated as confidential information (“Confidential Information”) may solely be used in connection with the administration and fulfilment of the obligations stated in the licence agreement, its appendices and these General Licence Terms.
10.2.1 The parties undertake to treat Confidential Information received during the term of the licence agreement in such a way that Confidential Information is not disclosed to any unauthorised third party without the prior written consent of the disclosing party. The parties must ensure that any sub-contractors used by either of the parties in connection with the licence agreement, are subject to at least the same duty of confidentiality as that of the parties.
10.3.1 The duty of confidentiality shall not apply to Confidential Information, if and in so far as the receiving party can show that such Confidential Information:
10.4.1 In the event that a party is required to disclose Confidential Information as part of legal proceedings or in order to comply with applicable laws or regulations, including orders from the Danish Financial Supervisory Authority and Nasdaq Copenhagen A/S, it shall, to the extent it is lawfully able to do so, prior to any such disclosure notify the disclosing party other party thereof and comply with the disclosing party’s reasonable instructions to protect the confidentiality of the information.
11.1.1 Neither party is liable for any delay or defects as a result of exceptional circumstances over which a party has no control, and neither reasonably could nor should have anticipated, avoided or overcome, , including but not limited to, widespread infectious disease, i.e. epidemics and pandemics, terrorism, war, natural disasters, strikes/lockouts, declarations of governments, restrictions with respect to use of power and/or communication lines, including power blackout and breakdown of communication lines.
11.2.1 In the event of force majeure, as described in clause 11.1.1, the party affected must as soon as possible, but no later than ten (10) days after the event of force majeure having occurred, notify the other party. Such notice must contain information about (i) the character of the force majeure, (ii) information pertaining to the expected consequences of such force majeure and (iii) an estimated time frame for the party’s resumption of its obligations under the licence agreement.
12.1.1 In the event of any party’s material or repeated breach of its obligations under the license agreement, the other party is entitled to terminate the license agreement with immediate effect. The license agreement may, however, only be terminated, if the party in breach has not remedied the breach within ten (10) business days of receipt of the other party’s written request to do so. It is understood by the parties that non-fulfillment of the payment obligations is considered as a material breach of the license agreement.
12.2.1 If the license agreement is terminated as a consequence of a party’s material or repeated breach, the other party may claim damages for the documented loss incurred as a direct consequence of the breach, subject to the limitations set forth in clause 13.2.
13.1.1 SameSystem is responsible to the customer for the Solution not infringing any third-party intellectual property rights.
13.1.2 If legal proceedings are initiated in which it is claimed that such violation of third-party rights exists, SameSystem is obligated to inform the customer thereof immediately. If decision is made with respect to any third-party claim, SameSystem may at its sole discretion and cost choose to either (i) acquire the right for the customer to continue its use of the Solution, (ii) replace the disputed intellectual property and modify the Solution, such that the purpose is still served, or (iii) terminate the license agreement against proportionate refund of any unused, prepaid license fee. In such case, the customer is not entitled to make additional claims as a result of the termination or the violation.
13.2.1 The parties are liable for damages in accordance with Danish law with the limitations set forth in this clause 13.2.
13.2.2 SameSystem is in no event liable for:
13.2.3 Except for liability caused by gross negligence or wilful misconduct, SameSystem’s aggregate maximum liability shall be limited to the highest amount of either:
14.1.1 The license agreement is governed by Danish law, excluding its conflict of law provisions.
14.2.1 To the extent possible, the parties must attempt to amicably resolve any dispute with respect to the purpose and interpretation of the license agreement through negotiations.
14.2.2 Disputes, which cannot be amicably resolved by the parties, must be attempted to be settled through mediation by Mediationsinstituttet (the Danish mediation institute), Vesterbrogade 32, 1620 Copenhagen, Denmark. In the event that the mediation does not resolve the dispute within a period of forty-five (45) days, the dispute must be settled according to the general rules of Danish law by a Danish court of law, with the City Court of Copenhagen being the court of first instance.
14.2.3 Notwithstanding clause 14.2.2 above, SameSystem is entitled to immediately bring a legal action against the customer before the City Court of Copenhagen if the value of the action does not exceed EUR 15,000 at the time of the legal action, and the dispute could not be solved amicably.
15.1.1 These General License terms, the license agreement and its appendices, including the data processing agreement, form the complete agreement between the parties.
15.2.1 In the event of discrepancies between the wording of these General License Terms and the wording of the licence agreement, and its appendices, the licence agreement and its appendices shall prevail.
16.1.1 The customer is not entitled to assign rights and obligations under the license agreement to any third party without the prior written consent of SameSystem.
16.2.1 SameSystem is, without consent from the customer, entitled to assign rights and obligations under the license agreement to its affiliated companies and its subcontractors, in order to fulfil its obligations to the customer in accordance with the license agreement.
17.1.1 SameSystem may from time to time amend these General License Terms, the license agreement or its appendices in light of changes in market and regulatory conditions. SameSystem therefore reserves the right to amend these at any time, with effect from the following License Period. If the customer has any objections to such changes, the customer may direct these to its SameSystem’ customer success manager in the first instance.
17.1.2 The customer must, without undue delay, inform SameSystem of any changes made to the customer’s company’s name, Central Business Register no. (VAT/CVR no.), physical address, email address and telephone number.
17.2.1 Should any clause in the license agreement, its appendices or these General License Terms become invalid, illegal, or unenforceable, then it shall not affect the validity of the remaining clauses. In such case, the parties shall be entitled to request that a valid and practicable clause be negotiated which fulfils the purpose of the original clause.
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SameSystem is a Danish Public Limited Company (PLC) with headquarters in Copenhagen, and offices in Barcelona · Oslo · Amsterdam · Hamburg · Vilnius
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