Audit Applications Subscription terms and conditions

1. ACCEPTANCE OF SUBSCRIPTION TERMS AND CONDITIONS

1.1 These subscription terms and conditions (“Terms and Conditions”) are accepted by ticking off “I have read and accept the subscription terms and conditions” in the subscription form, or by using the application or services and apply between Audit Applications ApS, CVR-nummer 36701242, Hollingstedvej 3, 6400 Sønderborg, Denmark (“Audit Applications”) and the customer (the “Customer”). If the Customer is a legal person, these Terms and Conditions are accepted on behalf of the Customer. This is a business to business service only and there is no intention to create a contract with any consumer.

1.2 Accounting firms, management agencies and the like may also accept these Terms and Conditions on behalf of the Customer, for example in relation to new subscriptions, and in doing so they represent that they have the necessary authority to do so and that the Customer has been duly informed of these Terms and Conditions prior to acceptance.

2. SUBSCRIPTION TERM AND INVOICING

2.1 The subscription becomes effective upon placement of order and continues to be in effect until terminated in accordance with these Terms and Conditions.

2.2 The first invoicing period runs from the order date to the last day of a calendar year. After that, invoicing takes place annually in advance, unless otherwise set out in separate agreement or terms for the specific product.

2.3 After placement of order, new customers are entitled to cancel the order free of charge within a period of 14 days.

3. SCOPE AND USE OF SUBSCRIPTION

3.1 In accordance with these Terms and Conditions, the Customer is granted a non-exclusive limited right to use the Audit Applications accounting program and selected additional modules (collectively the “Application”) which are made available online as software as a service only for the purposes described by the Application. The Customer does not acquire the Application or any copy or part and is not granted a licence to implement the Application in any way other than as a software as a service.

3.2 The Customer’s subscription entitles the Customer to use the Application for the number of entries, users, additional modules, etc. specified for each product. If the Customer needs further capacity or functionality, then upon use of any additional entries, users or modules by the Customer or upon any acceptance by Audit Applications of any requested increase to entries, users or modules, the subscription will be upgraded automatically and the Customer shall agree to pay the consequential increase in the subscription at the then current rates for such entries, users and modules.

3.3The Application itself or Audit Applications’s website provides a list of subscription types and selected additional modules. Some functionalities, services and additional modules may be subject to separate terms and conditions, which must be accepted in addition to these Terms and Conditions before use.

3.4 Only the Customer and its advisors are entitled to use the Application, and the Application may not be used for or on behalf of any other parties or for data processing or the provision of services for other parties than the Customer. The Customer agrees to be fully responsible and liable for any third parties that are given access to the Application by the Customer or who use the Customer’s log in details.

3.5 Other than as set out in 3.4, the Customer is not entitled to assign the subscription or grant access to the Application, whether in full or in part, to any third party.

3.6 The Customer shall ensure that the Application is not used in any manner which reflects adversely upon the name, reputation and/or goodwill of Audit Applications or in breach of any applicable law or regulation.

4. PRICES AND TERMS OF PAYMENT

4.1 The terms of payment are net 8 days after invoice date.

4.2 If the subscription fee is not paid when due, reminder 1 will be sent 7 days after the invoice due date without a reminder fee. If the subscription fee remains unpaid, reminder 2 will be sent 10 days later and a reminder fee of USD 20 will be charged. If payment is not received within 7 days after reminder 2, access to the Application will be blocked. Access to the Application will be unblocked after receipt of payment, unless Audit Applications has already cancelled the subscription.

4.3 The Customer accepts that invoices and reminders sent by email to the email address provided by the Customer shall be deemed delivered when sent by Audit Applications.

4.4 The prices, rates and subscription types in force from time to time can be found on Audit Applications’s website and may be changed at the end of each calendar quarter on one month’s notice. All prices exclude VAT which shall be applied at the prevailing rate.

5. TERMINATION

5.1 By using the Application, the Customer may terminate the subscription, reduce the services subscribed to and remove additional modules each with effect from the last day of the current calendar quarter (unless otherwise stated in the description or terms and conditions applying to the specific service or module).

5.2 Audit Applications is entitled to terminate the subscription at the end of any calendar year by giving more than 12 months’ notice or immediately on written notice if the Customer commits a material breach of these Terms and Conditions or becomes insolvent or has a receiver or administrator appointed over its assets.

6. CUSTOMER DATA

6.1 As between the parties, the Customer shall own any and all data it provides to Audit Applications or the Application. The Application permits the Customer to export records and data held by the Application and the Customer agrees to export any and all data prior to termination of the subscription. Where the subscription expires or is terminated by the Customer, Audit Applications shall use reasonable commercial endeavours to permit the Customer to use the export function in the period of 10 days after such termination.

6.2 Audit Applications reserves the right to delete Customer data 90 days after termination of the subscription regardless of the reason for termination, and Audit Applications is not obligated to store any Customer data after such time.

7. OPERATIONAL STABILITY

7.1 Audit Applications strives towards the highest possible operational stability, but shall not be responsible or liable for any breakdowns or service interruptions, including interruptions caused by factors beyond Audit Applications’s control, such as power failures, defective equipment, Internet connections, telecoms connections or the like. The Application and the service is provided “as is” and Audit Applications expressly disclaims any further representations, warranties, conditions or other terms, express or implied, by statute, collaterally or otherwise, including but not limited to implied warranties, conditions or other terms of satisfactory quality, fitness for a particular purpose or reasonable care and skill.

7.2 In the event of an interruption of service Audit Applications will use reasonable commercial endeavours to restore normal operations as soon as possible.

7.3 Planned interruptions will mainly take place between 21:00-06:00 CET. If it becomes necessary to interrupt access to the Application outside this period of time, the Customer will be notified in advance, if possible.

8. CHANGES

8.1 Audit Applications may update and improve the Application on a continuous basis. Audit Applications may also change the composition and design of the Application and services. Any such changes may be with or without notice and may affect the prior results or information uploaded to or provided by the Application.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 The Application and any information provided by it, other than the Customer’s data, is protected by copyright and other intellectual property rights and is owned by or licensed to Audit Applications international a/s, Audit Applications’s parent company. Any development or adaptations made to such intellectual property by Customer shall vest in Audit Applications. The Customer shall notify Audit Applications of any actual or suspected infringement of Audit Applications’s intellectual property rights and any unauthorised use of the Application that the Customer is aware of.

9.2 No intellectual property rights are assigned to the Customer.

9.3 In relation to any and all material uploaded by the Customer and any and all Customer data, the Customer grants to Audit Applications, its suppliers and sub-contractors a non-exclusive worldwide irrevocable licence to provide the Application and related services including marketing services to the Customer. The Customer represents and warrants that no uploaded material or Customer data will infringe third party rights or intellectual property rights and will not contain any material that is obscene, offensive, inappropriate or in breach of any applicable law.

10. ASSIGNMENT

10.1 Audit Applications is entitled to assign its rights and obligations vis-à-vis the Customer to a group company or to a third party.

10.2 The Customer accepts that Audit Applications is entitled to use subcontractors in all matters, including for the implementation and operation of the Application and the storage of Customer data.

11. AUDIT APPLICATIONS’S LIABILITY

11.1 Audit Applications disclaims all liability and shall not be liable in contract, tort (including negligence), statutory duty, pre-contract or otherwise arising out of or in connection with these Terms and Conditions or the Application for any (a) consequential, indirect or special loss or damage; or (b) any loss of goodwill, reputation or data; or (c) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings). In each case whether advised of the possibility of such loss or damage and howsoever incurred.

11.2 Audit Applications is not liable for third party solutions which are available via and/or integrated with the Application, including currency feeds/currency calculators. Consequently, Audit Applications cannot be held liable for the correctness, completeness, quality and reliability of the information or for the results which are achieved by means of such third party solutions. Moreover, Audit Applications cannot be held liable for the availability, security or functionality of such third party solutions, including for any damage and/or loss caused by such third party solutions. The Customer is responsible for proving that a loss or damage suffered by the Customer is not attributable to any third party solutions.

11.3 The maximum liability of Audit Applications in contract, tort (including negligence), statutory duty, or otherwise arising out of or in connection with the Terms and Conditions or the Application; shall, in respect of any one or more events or series of events (whether connected or unconnected) taking place within any twelve month period, be limited to the Fees paid by Customer in such period or USD 1,500, whichever is the greater.

11.4 The Customer undertakes to indemnify Audit Applications against any costs due to product liability loss, third party loss or other third party claims due to the Customer’s use of the Application.

12. DUTY OF CONFIDENTIALITY AND DATA SECURITY

12.1 Audit Applications will only process Customer data in accordance with the Customer’s instructions and not for its own, unauthorized purposes.

12.2 Audit Applications will keep confidential all of the Customer’s confidential information that the Customer provides to Audit Applications save to where such information has come into the public domain other than by breach of this clause, or where Audit Applications has obtained the information from a third party without a duty of confidence or where it is required to be disclosed by a regulatory or government body or court of competent jurisdiction.

12.3 Audit Applications shall take all necessary technical and organizational security measures ensure the safe and secure processing of any Customer data. Audit Applications shall comply with its obligations under the Data Protection Act 1998 as a data processor.

12.4 At the Customer’s request Audit Applications will provide sufficient information to enable the Customer to ensure that the said technical and organizational measures have been taken. Audit Applications shall be permitted to charge the Customer for such work at its standard rates.

12.5 Where the Customer provides information, user names or passwords in relation to any third party information feed or service to Audit Applications, the Customer shall warrant that the provision of such information or the integration of the Application with such third party feed or service or the storage and use by Audit Applications of such information shall not breach the terms and conditions for such service or any other third party rights. The Customer shall indemnify and hold harmless Audit Applications from any and all loss, damage, cost and expense arising from breach of this clause.

13. CHANGE OF TERMS AND CONDITIONS

13.1 Audit Applications may update these Terms and Conditions from time to time. The current version of the Terms and Conditions in force from time to time are available on Audit Applications’ website. Audit Applications shall endeavor to provide reasonable notice of any changes by posting such changes on the web site. Further use of the Application after any change to the Terms and Conditions shall be deemed to be acceptance of such Terms and Conditions. It is the Customer’s responsibility to check the website regularly to keep updated on any changes to these Terms and Conditions.

14. DISPUTES

14.1 These terms and conditions shall be construed in accordance with the laws of Denmark and each party hereby irrevocably submits to the non-exclusive jurisdiction of the courts of Denmark.

15. Validity

15.6 Validity These Terms and Conditions become effective on April 1st, 2015 and supersede all previous terms and conditions.