Terms and conditions
The following terms for the subscription apply from 1 January 2020.
The following sales and delivery conditions ("Terms") regarding the use of services regulate ("the Customer's") subscription for the use of the online service ("the Service") provided by Mindzeed ApS, Denmark, CVR no. 38679864 ("Mindzeed") .
The terms are accepted by the Customer by digital or other ordering of the Service or by the renewal of a subscription. The latest version of these terms and conditions can be found on Mindzeed's website, Mindzeed.com
The service is available to the Customer via Mindzeed's online service, Mindzeed Connect.
Subject to Customer's acceptance and compliance with the terms and conditions set forth in these Terms, Mindzeed grants Customer a limited, non-exclusive, non-transferable and non-permanent right to access and use the Service for the agreed number of user licenses and exclusively to internal use. The Customer is not - unless otherwise agreed in writing - permission to install, copy, use or otherwise utilize the Service in any other way than specified under these. All rights not granted in writing to the Customer are reserved to Mindzeed.
Users are the Customer's employees. Multiple users may not use the same license.
2: Service objectives
Mindzeed strives to provide a stable operation, as described in these terms and conditions. Scheduled service windows in connection with upgrading and maintenance of the Service will be notified to the Customer's system administrator no later than 48 hours in advance.
3 Upgrades and maintenance
It is the Customer's responsibility that the Service operates in accordance with the Customer's requirements, including the Customer's hardware, software and Internet access.
Mindzeed continuously upgrades and corrects the service. By entering into an agreement, the Customer simultaneously accepts future upgrades, corrections and the like to continue using the Service.
Mindzeed provides support to the Customer's system administrator (Manager), who is also the contact person in relation to the Customer. Support is not provided to the Customer's users unless this has been agreed.
Support includes bug reporting and questions regarding. use of the Service. Inquiries about support must be made in writing to email@example.com
Mindzeed strives to respond to customer support requests within one business day.
Mindzeed may use subcontractors to provide support and consulting assistance to the Customer.
In the event of error reporting, Mindzeed will initiate troubleshooting and strives to answer the inquiry on weekdays within 24 hours of receipt.
5: Prices and payment
Invoicing of the agreed subscription period takes place prior to the start of the subscription period unless otherwise agreed in writing between Mindzeed and the Customer.
Mindzeed is entitled to change prices and terms. Changes will be notified to the Customer in writing no later than 3 months before such a change takes effect, and will apply from the following subscription period at the earliest. The changes are considered accepted by the Customer, unless the Customer terminates the subscription agreement with the usual notice, and with expiration at the end of the current subscription period.
In addition to the above, Mindzeed is entitled to change its prices following changes in general price changes (inflation) and exchange rates. Mindzeed will continuously ensure that the prices are adapted to the general price development. Such price adjustments will not be notified to the Customer until they take effect.
The customer must pay invoices no later than the due date. The payment terms are invoice date + 8 days.
If Mindzeed's invoice is not paid after three reminder letters, Mindzeed is entitled to suspend Customer's access to the Service and Customer's data without further notice. The suspended access does not release the Customer from his obligation to pay the invoice as well as subsequent accrued fees - including any collection costs.
In the event of late payment, Mindzeed will charge interest in accordance with Danish Interest Act.
If the Customer creates more users of the Service in addition to the number covered by the subscription agreement, an invoice with the remaining amount for the additional services will be issued, calculated from the beginning of the month for the order. The invoice amount is calculated on the basis of the agreement entered into
If the Customer reduces the number of licenses covered by the subscription, a possible price reduction require negotiation and written agreement between the parties and only be valid from a new subscription period.
Prepaid license for a subscription period is non-refundable. License type, maximum number of users and subscription period appear from Mindzeed's order confirmation.
Mindzeed sends invoices and possibly reminder letters via email. Other forms of invoice forwarding, e.g. EAN must be notified to Mindzeed in writing and accepted accordingly.
Danish VAT will be added to the license price for all Customers with an address in Denmark. Customers residing outside the EU do not have to pay VAT.
Customers with an address in other EU countries who have a valid VAT number will not have Danish VAT added to the license price. Customers with an address in other EU countries, but who do not have a valid VAT number, will have Danish VAT added to the license price.
6: Free trial
Mindzeed may offer the Customer a trial subscription to the Service. The trial subscription is free and without conditions. If the Customer does not wish to subscribe to the Service before the trial period expires, the Customer's access to the Service will cease at the end of the trial period. The customer's trial account and data will be deleted immediately thereafter.
During the trial period, Mindzeed assumes no obligations for non-access to and / or use of the Service.
7: Duration and termination
The subscription period is stated in the agreement between the Customer and Mindzeed. The subscription can be terminated by the Customer with 3 months' written notice before a new subscription period. If the subscription has been entered into for a period of 3 months, the notice of termination is 1 month before a new subscription period.
Termination must be made in writing to Mindzeed and sent to firstname.lastname@example.org. Termination must be confirmed in writing by Mindzeed to be valid.
If the subscription is not terminated within the time frame, it will be automatically renewed.
Mindzeed may terminate the subscription agreement immediately if the Customer materially breaches these Terms.
In the event of termination of the subscription agreement, the Customer will not have access to and use the Service at the time after the expiration / termination of the agreement. The Customer acknowledges and accepts that Mindzeed is entitled to delete the Customer as a user and terminate the Customer's access to the Service without further notice.
Prepaid subscription is not refundable under any circumstances.
Upon termination of the subscription agreement, Mindzeed will delete the Customer's data immediately after termination.
The Customer warrants to Mindzeed that his use of the Service is lawful in all respects and that the Customer and his users comply with these Terms. Customer shall indemnify Mindzeed from any third party claims arising out of Customer's use of the Service.
The customer guarantees that he is entitled to use his possibly. own uploaded content in the Service under applicable law and will indemnify Mindzeed for any claim and / or loss in this regard.
9: Links to other sites
Using Mindzeed Connect, the customer has the opportunity to upload their own content for further distribution.
Mindzeeds Connect may therefore contain links to third party websites or services not owned or controlled by Mindzeed.
Mindzeed has no control over and assumes no responsibility for the content, privacy policies or practices of third party websites or services. Customer also acknowledges and accepts that Mindzeed is not liable or liable, directly or indirectly, for damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, goods or services available on or via such sites or services.
Mindzeed recommends that you read the terms and conditions and privacy policies of third-party websites or services that you visit.
10: Disclaimer of Warranties
Mindzeed disclaims all warranty obligations, objections and circumstances, whether explicit, implied or statutory, regarding the use of the Service, marketability, suitability for a particular purpose, lack of accuracy or results, as described. The risk in this regard remains solely with the Customer.
11: Data protection
The customer owns the rights to his data, including personal data, as data controller. Mindzeed acts as a data processor for the Customer. Mindzeed's processing of the Customer's personal data must take place in accordance with applicable law. Mindzeed's processing of personal data may therefore only take place for the purpose of delivering the Service to the Customer and in accordance with the Customer's instructions.
As the Customer is the data controller and Mindzeed is the data processor, the Customer also accepts as part of its acceptance of these Terms the data processor agreement, which is available in the latest, current version at mindzeed.com/databehandler agreement
The Customer is obliged to keep the user logins and passwords for the Service secret.
The Customer is responsible for ensuring that the personal data processed by the Customer in the Service is collected and processed by the Customer in accordance with applicable law. In addition, the Customer is obliged to ensure that the Customer's data, including personal data used in the Service, does not infringe the intellectual property rights and / or applicable law of third parties. Mindzeed is entitled to delete all data which, in Mindzeed's opinion, constitutes a violation of the above, and the Customer will not be entitled to any compensation in this regard.
Mindzeed is entitled to transfer all its rights and obligations under the subscription agreement, including their Terms, to a third party.
Customer may not assign its rights and obligations under the subscription agreement to any third party without the written permission of Mindzeed.
13: Intellectual Property Rights
Mindzeed retains all intellectual property rights, including but not limited to copyright, patent rights, trademark rights in and to the Service.
The Customer is not entitled to transfer, license, sell, rent, lend, transfer or transfer the license to the Service to a third party, without the written consent of Mindzeed.
The Customer is not entitled to copy, or change the Service or its content below but not limited to e.g. to remove trademarks implemented in the Service
14: Limitation of liability
Both the Customer's and Mindzeed's liability is subject to the general rules of Danish law, except for the exceptions and limitations which are expressly described in these conditions.
Mindzeed will only be responsible for the Service and disclaims responsibility for any other products, services, tasks or services provided by hosting providers and / or agents acting on behalf of Mindzeed. Mindzeed will under no circumstances be responsible for the services, tasks or obligations to be performed by the Customer and / or a third party.
Mindzeed is not liable for any direct or indirect damages or losses, including, without limitation, compensation for loss of profits, operating losses, loss of data or re-establishment thereof (except as expressly stated below (loss of data) product liability or personal injury resulting from the use of or inability to use the Service or data, including, but not limited to, operating losses, lost revenue or lost earnings or savings. The mentioned exceptions and limitations apply regardless of whether such damages or losses are caused by acts or omissions of Mindzeed, which can be attributed to negligence (including both gross and simple negligence) or coincidences.
In terms of data loss, Mindzeed is solely responsible for - to a reasonable extent - attempting to recover lost data based on the most recent backup copy available. Any liability for data irrevocably lost, despite Mindzeed's reasonable efforts to recover this data, is limited in accordance with the maximum amount limit below. Mindzeed can not be held responsible for the customer's possible deletion of data and its re-establishment.
In addition to the exceptions and limitations of liability described in clause 10 and this clause 14, Mindzeed's liability to pay any damages, damages or other amounts mentioned in these terms is limited to an amount equal to the total license fee actually paid by the Customer to Mindzeed for the provision of the Service in the previous 12 months before the act or omission from which the claim arises (whether it is matters relating to the contract, tort law, gross or general negligence, strict liability, breach or termination of the contract, claim for repayment or proportionate repayment, by law or otherwise). Mindzeed's total liability to the Customer may not under any circumstances, separately or in combination, exceed EURO 5,000
Neither Mindzeed nor the Customer can be held liable for non-fulfillment of its obligations (except for non-payment of an amount due) in the event of a situation beyond reasonable control which such a party has not taken into account prior to the approval of these Terms. A situation beyond reasonable control can be failure or breakdown of telecommunications networks and lines, government regulations, lockouts, strikes, infrastructure crashes, natural disasters, epidemics, pandemics, terrorist acts, fires, floods, storms, fire storms, sabotage, vandalism, damage caused by computer viruses, hacking, war, civil war, rebellion, nuclear disaster, etc. An exception is if the other party agrees to compensate the party concerned for any additional costs resulting from such a situation beyond reasonable control.
All confidential information including terms of agreement between Mindzeed and the Customer received by a party from the other party must be kept completely confidential by the receiving party and may not be passed on to a third party without written consent.
16: Applicable law and venue
The customer's subscription agreement, including these Terms, is subject to Danish applicable law, except (i) all rules on choice of law; and (ii) the United Nations Convention on Contracts for the International Sale of Goods ("CISG"), which is not in force.
Any dispute between Mindzeed and the Customer arising from the subscription and the Terms will be subject to the law of the ordinary courts in Denmark, at Mindzeed's venue in force at any time.