Terms and Conditions
1. Acceptance of terms and conditions
These General Terms and Conditions sets out the general terms and conditions that apply to the Customer and users use of the CxPlanners platform (also referred to as “Application”).
CxPlanner's service is a SaaS business-to-business service, notwithstanding that the Customer's employees and collaborators can access certain functions and information in the Application via the Application.
The Terms also apply to advisors, specialists, service partners and the like (referred to as "Partners") who perform management and checks on behalf of the Customer using the Application.
By accepting the Terms and uploading information about the Customer and its employees and third party collaborators (the Employees), the Customer authorises CxPlanner to send emails when updates are made to the Application or if new features or other applications are developed that are deemed interesting to the Customer and/or Employees.
2. About the product and subscription
CxPlanner's service consists of a cloud-based application (the Application) marketed under the name "CxPlanner" (referred to in these Terms as the Application), which via self-service allows the Customer to manage projects or self-selected tasks. The Customer can choose from the subscription types made available via the CxPlanner website.
Also, CxPlanner offers certain optional modules that the Customer can add to its subscription for an additional fee; for example, a maintenance module for managing operations and maintenance. When such additional modules are selected, these Terms shall apply, and the term Application shall be understood to include the selected modules.
The Customer obtains non-exclusive access to use the Application. The Customer does not acquire the Application or any copy or part thereof. Individual features, services, and add-on modules may have independent conditions applying to them, which must be accepted in addition to these Terms before they can be used. Depending on the type of subscription chosen by the Customer, certain additional services are also provided, as described in detail on the CxPlanner website.
When registering for the Application, the Customer selects and enters its own unique username and password for the use of the Application.
The right to use the Application applies exclusively to the Customer, and the Application may not be used by or for anyone other than the Customer and the Employees.
3. Obligations and responsibilities of the customer
The Customer and/or its Employees shall enter the information necessary for the use of the Application.
The Customer shall not disclose the username and password to any third party or otherwise allow anyone other than the Customer to use the Application without a direct agreement with CxPlanner to do so and shall be responsible for any disposition over the Customer's accounts or user profile in or via the Application. The Customer is entitled to grant authorised support providers access to the Application for the purpose of specific support tasks when these arise.
The Customer is responsible for ensuring that the Application is not used in a manner that may damage CxPlanner's name, reputation or goodwill or that is contrary to relevant legislation or other regulation.
4. Prices and payment terms
The price of the Customer's subscription depends on which subscription and which optional modules the Customer has selected. Information on the price of the individual subscription types and optional modules is available on the CxPlanner website. All prices are exclusive of VAT.
Prices are subject to change with 1 month's notice. The changes are announced on the CxPlanner website and by email to the Customer. If the Customer does not agree with the price change, the Customer may choose to consider the subscription terminated with immediate effect, provided that the Customer shall continue to pay for actual use of the Application until the termination date. The Customer may not, in this connection, raise claims for damages or other compensation against CxPlanner.
If the subscription is not paid on time, CxPlanner's reminder procedure is initiated with the corresponding deadlines and fees. The Customer agrees that reminders sent by email to the email address provided by the Customer shall be deemed delivered when sent by CxPlanner.
In case of continued non-payment, access to the Application will be blocked. Access to the Application will be reopened upon receipt of payment unless CxPlanner has cancelled the subscription beforehand.
In case of late payment, interest is calculated from the invoice date in accordance with the Danish Interest Act (“Renteloven”, as amended and in force at the time when any payment becomes due).
We will not suspend the access to the Platform while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
All annual license prices are adjusted annually and regulated by the Danish Net Price Index from October. If the index regulation is below 3%, the price automatically increases by 3%.
5. Subscription duration
The subscription shall become effective upon registration and shall continue until terminated in accordance with these Terms.
The Customer may terminate the subscription at any time with notice from the current month + 1 month.
The Customer can make changes to the subscription type and optional services at any time. In case of opting out of services, the change must be made after the current month.
CxPlanner may terminate the subscription with 3 months' notice or without notice in case of a material breach of these Terms by the Customer or in case of bankruptcy or insolvency of the Customer.
CxPlanner is not responsible for the storage of data after the termination of the agreement, except as provided in section 6.
6. Customer and employee data
The Customer owns its own data and the data of its Employees entered in the Application.
The Customer may at any time download electronic copies and/or make printouts of the data entered by the Customer in the Application.
When the Customer deletes a project in the Application, the data will be available in backups, to which access will cease 6 months thereafter, and the data will be permanently deleted.
Notwithstanding the provision of sections 6, CxPlanner shall be entitled to continue to store the data for as long and to the extent necessary for the performance of a contract or for the performance of a legal obligation, and CxPlanner shall be entitled to store the data of the Customer and the Employees after the termination of the contract.
7. Disclosure of data
CxPlanner does not have access to the Employee data, with the exception of name, email, and company name, which the Customer and/or the Employees enter in the Application; however, data must be entered in such a way that specially designated Application administrators or developers, who are subject to confidentiality, may, in exceptional cases, have access to entered Employee data.
CxPlanner makes use of third-party services, servers, and databases for the operation of the Application and for data storage, as well as the disclosure of data about the Customer and the Employees between the Application, the Customer, and the authorities and other bodies necessary for the use of the Application.
The Customer is responsible for the disclosure of or access to data, including personal data, which may occur through the Customer's acceptance of Partners as support providers, as referred to in section 8, and through the provision to them of access to the Application and the Customer's and the Employees' data therein.
To the extent that the Customer or Employees choose to install and make use of third-party Apps that can communicate with the Application, the data entered/loaded in the Application may be automatically transferred to the App concerned. CxPlanner is not responsible for such transfer of data and the processing and storage of data by the App provider concerned after it has been transferred, as the acceptance of a third-party App by the Customer and/or Employees creates an independent legal relationship between the Customer and/or Employees and the provider of the App concerned.
Data derived from the statistically collected data, as referred to in section 6, may, in exceptional cases, be transferred to third parties, but such transfer will not involve the transfer of personal data in such a way that the Customer or the Employees can be identified.
CxPlanner may, in exceptional cases, where in CxPlanner's opinion it is deemed justifiable and reasonable, for example, from a value assessment perspective, grant third parties and authorities access to Customer and Employee data, including in connection with a judgement, government claim, Customer's bankruptcy, death or the like.
8. Customer support
Support is provided by the CxPlanner approved Partners with whom the Customer enters into a Support Services or Administrator Services Agreement via the Application. Support for general use of the Application is free of charge, while other support, including data entry, verification of entered data, etc., may be provided by the Approved Partners upon payment of the price agreed between the Partner and the Customer.
9. Operational stability
CxPlanner strives for the highest possible operational stability but is not liable for any breakdowns or operational disruptions, including for operational disruptions caused by factors beyond CxPlanner's control. This includes, but is not limited to, power outages, equipment failures, telecommunications connectivity problems, internet connectivity problems, hardware problems, hacker attacks, viruses or other force majeure. In the event of a breakdown or disruption, CxPlanner aims to restore normal operation as quickly as possible.
Scheduled outages for maintenance and upgrades of the Application will be placed in the time period 21.00-06.00 CET. Should it become necessary to interrupt access to the Application outside the stated period, this will be announced in advance, if possible.
10. Changes to the application
CxPlanner is entitled to continually make changes, updates and improvements to the Application. CxPlanner is also entitled to change the composition and structure of the Application and any optional modules. Such updates, enhancements and changes may be made with or without notice as set forth in section 9 and may affect services, including data, uploaded to or submitted by the Application.
11. Intellectual property rights
The Application and data provided from the Application, other than Customer data, are protected by copyright and other intellectual property rights and belong to or are licensed to CxPlanner.
There is no transfer of CxPlanner's and/or third-parties' intellectual property rights to the Customer, as the Customer only acquires a right of use by subscription, cf. section 2.3.
The Customer shall notify CxPlanner of any actual or potential infringement of CxPlanner's intellectual property rights or unauthorised use of the Application of which the Customer becomes aware.
In relation to data entered by the Customer and/or the Employees, this belongs to the Customer or the Employees. The Customer authorises CxPlanner and its suppliers to use these to the extent necessary for CxPlanner to provide its services via the Application.
The Customer warrants that the data uploaded does not infringe the rights of any third party and does not contain any data which may be offensive or in breach of any relevant legislation or other regulation.
CxPlanner has the right to transfer its rights and obligations towards the Customer to affiliated companies or third parties.
The Customer is not entitled to transfer the subscription or the Customer's user access to the Application to third parties, neither in whole nor in part, nor to grant access to the Application to third parties, except to advisors and third-party support providers, cf. section 8.
The Customer shall indemnify CxPlanner against any claim or loss arising from product liability, third party loss, or third party liability to the extent arising from the Customer's use of the Application. This includes but is not limited to: (a) your access to and use of CxPlanner; (b) violation of these Terms by you or; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and substance of all documents, data, or other content uploaded by you to the CxPlanner.
14. Limitation of liability
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE CXPLANNER PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT UNDER ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, AND/OR BUSINESS INTERRUPTION, INFRINGEMENT, OR THE COST OF SUBSTITUTE SOFTWARE, EVEN IF CXPLANNER HAS BEEN ADVISED OF, KNOWS OF, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES.
The Application is provided to the Customer "as is", and CxPlanner disclaims all warranties, representations, warranties of merchantability and fitness for a particular purpose and all other terms and conditions, except as set forth in the Terms.
CxPlanner disclaims all liability for any loss arising out of the Customer's use of the Application, whether in contract or out of contract, including for business interruption, consequential or other indirect loss, loss of information, loss due to product liability or loss arising out of simple negligence.
CxPlanner is not responsible for the third-party solutions available and/or integrated with the Application or for the support provided by Partners. Thus, CxPlanner cannot be held responsible for the accuracy, completeness, quality and reliability of the data, nor for the results obtained through these third-party solutions, nor for the availability, security or functionality of the third-party solutions. The Customer shall bear the burden of proving that any loss suffered by the Customer is due to CxPlanner's negligence.
Regardless of the type of loss or the basis for liability, CxPlanner's total liability to the Customer is limited to an amount equal to the Customer's subscription payments to CxPlanner for 12 months prior to the occurrence of the liable event, up to a maximum of DKK 25,000.
15. Confidentiality and data security
CxPlanner and its employees are bound to confidentiality regarding all information CxPlanner may come into possession of about the Customer or its Employees and are not entitled to disclose such information to third parties unless such information is publicly available or where CxPlanner has received the information from a third party outside confidentiality, or where CxPlanner is obliged to disclose the information by law or pursuant to a requirement of an authority or court, or where disclosure is justified under these Terms, cf. section 7.
CxPlanner has taken the necessary technical and organisational security measures against the accidental or unlawful destruction, loss or deterioration of data in the Application, as well as against their disclosure to unauthorised persons, misuse or processing in breach of the law on the processing of personal data. To the extent that the Customer uses data, usernames, or passwords relating to third parties when using the Application, the Customer warrants that the disclosure of such information and the processing of such data by CxPlanner does not infringe the rights of the third party or any agreement with the third party. The Customer shall indemnify CxPlanner against any loss in this respect.
16. Fair use
User-logins are personal and shall not be shared. The Customer is responsible for the security of its User-logins. That is, the Customer must manage the unique passwords and Usernames assigned by CxPlanner in a manner that prevents unauthorized access to the Platform. If the Customer notices any misuse, CxPlanner must be informed immediately in writing. The Customer shall ensure that all Users comply with the License Agreement and these General Terms and Conditions and other terms and conditions applicable to the use of the Platform agreed-to between the Customer and CxPlanner. The Customer shall be liable for any breach or violation hereof by a User.
We reserve the right to suspend any malicious activity immediately in case the malicious usage can impact our other customers negatively.
You may not sell, assign, distribute, license, rent out, lease, lend, mortgage, pawn or otherwise transfer, assign or convey its rights and/or obligations under the License Agreement hereunder obtain marketing permissions on behalf of third parties, the Platform or the License to third parties without prior written permission from CxPlanner.
You are prohibited from conducting penetration tests, vulnerability scans, or any similar activities on the Platform production environment without the express written consent of CxPlanner. If you wish to conduct such tests, you must first contact CxPlanner to obtain permission and follow any instructions provided. Any unauthorized testing will be considered a breach of this agreement.
17. Changes to the terms
CxPlanner is entitled to change these Terms at any time. The Terms applicable at any time can be obtained by contacting CxPlanner's support email. CxPlanner aims to provide reasonable notice (1 month) of any change by sending an email. Use of the Application following any change to these Terms constitutes acceptance of such changed Terms. It is the Customer's obligation to keep itself updated with regard to changes to the Terms.
If the Customer does not agree with the changes, the Customer may consider the subscription terminated. The Customer may not, in this connection, raise claims for damages or other compensation against CxPlanner.
18. Choice of law - jurisdiction - severability
This License Agreement shall be governed by the laws of the Kingdom of Denmark.
Any dispute between the parties arising out of or in connection with this License Agreement, including all Annexes thereto, shall be subject to the exclusive jurisdiction of the courts of the Kingdom of Denmark, with the Municipal Court in Copenhagen as the court of first instance.
Severability: If any term or clause of the License Agreement or its Annexes including these Terms and Conditions is declared void or unenforceable in a particular situation, by a court of proper authority, this declaration shall not affect the validity or enforceability of the remaining terms and provisions thereof or the validity or enforceability of the void or unenforceable term or clause in any other situation.