Terms of Sale and Delivery

1. Platform and SaaS services

Serviceflow makes a subscription-based software platform available to the customer as a cloud-based service (SaaS). The customer obtains a time-limited, non-exclusive and non-transferable right to use the platform during the subscription period. The right of use covers only the customer’s internal business use and may not be transferred, resold or otherwise made available to third parties without Serviceflow’s prior written consent. The customer may not carry out reverse engineering, copying, decompilation or any other attempt to derive the source code or underlying structure.

Serviceflow’s products and solutions are delivered to the customer as a subscription solution, under which the customer, against payment of a quarterly fee, obtains the right to use and access Serviceflow’s products and solutions.

These terms of sale and delivery shall be the only applicable standard terms for deliveries from Serviceflow, regardless of whether the customer refers to its own terms, as such terms shall be deemed waived upon acceptance of the offer and these terms of sale and delivery.

In the event of conflicting terms, the offer or order confirmation shall take precedence over these terms of sale and delivery.

Support is provided to a reasonable extent through the support channels used by Serviceflow from time to time. Enquiries are handled on an ongoing basis and prioritised according to their nature and severity. Serviceflow endeavours to respond within normal business hours, but no specific response times are guaranteed unless otherwise specifically agreed.

2. Offer and order confirmation

Both written and oral offers are valid for only 10 days from the date they are made, unless otherwise agreed in writing.

3. Prices

All prices for Serviceflow’s products and solutions follow from the company’s applicable price list. Prices are stated in Danish kroner (DKK) excluding VAT, unless otherwise specified.

4. Payment terms

The customer shall, as a general rule, pay a fee to Serviceflow on a quarterly basis for the right to use and access Serviceflow’s products and solutions. The time of payment or payment terms will be specified in the offer, the order confirmation or the invoices issued. Unless otherwise stated, the customer will receive an invoice on a quarterly basis, which must be paid by the 8th business day of the month.

If payment is not received on time, the customer shall pay default interest from the due date at a rate of 2% per commenced month. Default interest will also be calculated in the event of a deferral of payment.

The customer is not entitled to withhold payments or set off against any claims the customer may have.

If the customer fails to make payment on time in accordance with the offer, the order confirmation or the invoices issued, this shall be regarded as a material breach entitling Serviceflow to terminate the agreement with the customer. In the event of termination due to the customer’s breach, Serviceflow is entitled to demand immediate payment of all outstanding amounts, including the fee for the remaining part of the commitment period as well as any debt collection costs.

Prices are adjusted once a year, as of 1 January, in accordance with developments in the net price index (or an equivalent official index), but as a minimum by 3%. In addition, Serviceflow is entitled to make price changes with 30 days’ written notice if changes in costs, including but not limited to supplier prices, licences, operations, infrastructure or legislation, make this necessary. If the customer cannot accept a notified price change, the customer is entitled to terminate the agreement with the notice period applicable from time to time, cf. the section on Commitment period and termination, with effect from the time the price change takes effect. Termination must be notified to Serviceflow in writing before the price change takes effect.

Serviceflow is entitled to temporarily suspend the customer’s access to the platform if the customer fails to pay on time, breaches the agreement or uses the platform in violation of these terms. Suspension will, where possible, be notified in advance. Access is restored once the matter has been remedied.

5. Changes

Serviceflow reserves the right to make changes to its products and solutions, provided this can be done without altering the agreed technical specifications. Serviceflow further reserves the right to amend these terms of sale and delivery with 30 days’ written notice. Continued use of the platform after the amended terms take effect is regarded as the customer’s acceptance thereof. If the customer cannot accept the amended terms, the customer is entitled to terminate the agreement with the applicable notice period before the terms take effect.

6. Delivery time and delay

Delivery takes place at the time agreed with the customer. If no time for delivery has been agreed, Serviceflow determines the time of delivery.

If Serviceflow anticipates a delay in the delivery of its products and solutions, Serviceflow informs the customer of this and at the same time states the reason for the delay and the new expected delivery time.

The customer cannot invoke any other remedies for breach on the occasion of a delay and is thus precluded from claiming compensation of any kind.

7. Defects

Only documented faults in the delivered supply are considered defects.

The customer is obliged, immediately after delivery of products or solutions, to carry out the necessary examination/inspection of the delivered items for any defects. Upon discovery of defects, this must be notified to Serviceflow in writing without delay, failing which the customer is precluded from subsequently invoking defects.

In the event of defects, Serviceflow is entitled, at its own discretion, to carry out a replacement delivery, remedy the defect or grant the customer an appropriate price reduction. The customer is not entitled to invoke any other rights in connection with defects.

8. Product liability

Serviceflow is liable solely in accordance with the mandatory rules of Danish law on product liability.

Serviceflow can thus not be held liable for damage to the customer’s or third parties’ movable property or property used for commercial purposes.

Should a third party raise a claim against Serviceflow or the customer based on the rules on product liability, the party against whom the claim is directed shall immediately notify the other party.

With regard to the customer’s or third parties’ indirect loss, the limitation of liability in the section on Disclaimer and limitation of liability applies.

9. Disclaimer and limitation of liability

Serviceflow disclaims any liability for delay, non-delivery, documented defects or damage caused by circumstances beyond Serviceflow’s reasonable control, including but not limited to:

• liability for faults and defects arising as a consequence of the customer’s failure to comply with service and/or maintenance instructions in respect of the GPS tracker provided.
• one or more of Serviceflow’s suppliers being unable, for a period, to deliver the service necessary for Serviceflow to deliver its products and solutions to the customer, for example in the event of faults in SIM cards or the like.
• operational disruptions caused by circumstances beyond Serviceflow’s control, including faults at subcontractors such as network providers, electricity suppliers, internet connection providers, etc., as well as force majeure circumstances.

Serviceflow is not liable for any consequential damage, operating loss, loss of profit or other indirect loss that the customer may suffer as a result of delayed or defective delivery.

Serviceflow’s liability for damages may, regardless of the cause, under no circumstances exceed the total invoice amount for one year excluding VAT for the delivery.

10. Force majeure

In the event of force majeure, which includes, for example, strikes, demonstrations, natural disasters, war, pandemics, epidemics, interventions by public authorities restricting the freedom of movement of persons and goods, transport restrictions, currency restrictions, scarcity of goods, power outages/breakdowns and the like that prevent performance, the parties’ obligations lapse to the extent and for as long as the force majeure persists.

The party wishing to invoke force majeure shall give the other party written notice thereof as soon as the force majeure is known or established, unless the force majeure itself renders such notice impossible.

11. Operation and maintenance

Serviceflow strives for stable operation of the platform and carries out ongoing maintenance, updates and technical improvements. Planned maintenance will, as far as possible, be notified in advance.

12. GPS tracker

As part of the deliveries of products and solutions from Serviceflow, one or more GPS trackers are loaned to the customer. The GPS trackers are the property of Serviceflow, and the customer is not entitled to dispose of these by sale, leasing, pledging or the like. The risk for the GPS trackers passes to the customer upon delivery to the address specified by the customer. From this point, the customer bears responsibility for damage, loss or destruction.

Upon termination of the subscription agreement (whether by termination or breach), GPS trackers on loan must be returned to Serviceflow by the customer no later than 14 days after termination of the subscription agreement. The costs of return are paid by the customer.

If one or more GPS trackers are destroyed while in the customer’s possession or during their return, the customer shall reimburse Serviceflow’s costs of acquiring equivalent replacement GPS trackers.

The customer is responsible for the correct installation and use of the GPS trackers, unless installation is carried out by Serviceflow. Serviceflow is not liable for any damage that may arise as a result of the customer’s installation or use.

13. Personal data

Serviceflow and the customer agree that it is the customer’s responsibility to comply with the General Data Protection Regulation, etc., in respect of any personal data potentially collected from the customer’s employees. It is the customer’s responsibility to obtain any necessary consent from its employees to process the personal data collected by the GPS trackers provided.

Serviceflow and the customer agree that, in the internal relationship between the parties, Serviceflow is to be regarded as the data processor and the customer is to be regarded as the data controller. The parties therefore enter into a data processing agreement, which must be signed before processing of personal data commences. Serviceflow may not begin processing personal data on behalf of the customer until a valid data processing agreement has been concluded.

The customer owns all data that the customer enters or generates in the platform. Serviceflow is entitled to use anonymised and aggregated data for the operation, statistics, analysis and further development of its products and solutions, provided that such data cannot be attributed to the customer or to identifiable persons. Upon termination of the agreement, the customer is entitled to request the release of its own data in a commonly used and machine-readable format within 30 days of termination. Serviceflow is entitled to charge a reasonable fee for extraordinary or extensive data extracts. Thereafter, the customer’s data is deleted in accordance with applicable data protection rules and the data processing agreement.

14. Commitment period and termination

The subscription agreement has a commitment period of the current month from the order confirmation + 3 months.

The subscription agreement is automatically renewed each month until Serviceflow receives a termination from the customer.

The subscription agreement may be terminated by the customer or Serviceflow with three months’ notice to the end of a month. Quarterly fees paid in advance are not refunded upon termination, regardless of whether the notice period expires before the end of a paid quarter.

15. Intellectual property rights and data

The customer obtains only a non-exclusive, non-transferable right to use Serviceflow’s software, products and solutions. Intellectual property rights including, but not limited to, patents, designs, trademarks and copyrights to Serviceflow’s products and solutions are and remain Serviceflow’s. Hardware, software and software licences and the like that are provided and installed as part of a Serviceflow delivery of products and solutions to the customer belong to Serviceflow.

The delivery is subject to Danish law, regardless of the customer’s domicile or the country from which the platform is accessed.

Should a dispute arise between the parties, the parties shall, with a positive, cooperative and responsible attitude, seek to enter into negotiations with a view to resolving the dispute.

Once this has been attempted, each of the parties is entitled to demand that the dispute be settled by the District Court of Viborg at first instance.

16. Platform and terms of use

Serviceflow makes the platform available as a cloud-based service (SaaS) and strives for an uptime of at least 99.0% on an annual basis. The platform is made available as an ongoing service, and Serviceflow does not guarantee uninterrupted or error-free operation. Planned maintenance, updates and changes may occur, which may temporarily affect availability.

Serviceflow is entitled to continuously change and further develop the platform, including functionality, integrations and the user interface, as part of general product development. Significant changes that affect the customer’s use of the platform will be notified with at least 30 days’ notice.

17. Security and data protection

Serviceflow implements ongoing technical and organisational security measures to protect the platform, including the customer’s data, against unauthorised access, misuse, loss or destruction. The measures include, among other things, access control, encryption, logging, monitoring and regular security updates.

Serviceflow strives to maintain a high level of security but cannot guarantee complete protection against unforeseen events, cyberattacks or other circumstances beyond Serviceflow’s reasonable control. The customer is responsible for securing its own systems, networks and devices, including using strong passwords, secure user administration and limiting access to authorised persons.

The customer is obliged to inform Serviceflow immediately of any suspicion of unauthorised access, security breach or misuse of the platform. Serviceflow is entitled to take the necessary measures to protect the platform and the customer’s data, including temporary restriction of access, if this is deemed necessary.

18. Customer’s responsibility for users, data and access

The customer is responsible for all activity carried out via the customer’s users and accounts on the platform, regardless of whether the activity is carried out by the customer itself, the customer’s employees or third parties to whom the customer has granted access. The customer shall ensure that all users use the platform in accordance with applicable legislation, these terms and any guidelines issued by Serviceflow.

The customer is responsible for the correct configuration of its own user rights, access levels and internal procedures for data processing. The customer shall ensure that access to the platform is granted only to authorised persons, and that access rights are deactivated immediately upon an employee’s departure or change of duties.

The customer may not use the platform in a manner that may harm, overload or compromise the system’s function, security or stability, including through automated access, misuse of APIs, attempts to circumvent security measures or other unauthorised use.

The customer bears responsibility for the accuracy, legality and quality of the data that the customer enters or generates in the platform. Serviceflow assumes no responsibility for loss or damage caused by the customer’s erroneous data, deficient user administration or misuse of the platform. The customer is obliged to indemnify Serviceflow against any claim, loss, legal costs or liability for damages that Serviceflow may incur as a result of the customer’s unlawful use of the platform, the customer’s violation of applicable legislation or the customer’s infringement of third-party rights.

19. Validity

Should individual provisions of these terms of sale and delivery be wholly or partly invalid, this shall not affect the validity of the remaining provisions or the remaining part of the provisions in question.