General terms and conditions for Addo Sign
Version 6.0, may 2023
1. INTRODUCTION
1.1 These subscription terms and conditions (the “Terms”) apply to twoday A/S, Gærtorvet 1-5, 1799 Copenhagen V, business reg. no.: 29973334 (“twoday”) and the customer as identified in the order form or otherwise (the "Customer" or “You”). If the Customer is a legal person, the Terms are accepted on behalf of the Customer.
1.2 BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING ADDO SIGN, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE ADDO SIGN. YOUR ACCEPTANCE INCLUDES THE DATA PROCESSING AGREEMENT IN APPENDIX 1.
1.3 The Terms stipulate the Parties' rights and obligations in connection with the Customer's use of the digital signing solution, Addo Sign (the "Solution").
1.4 The original language of these Terms is English. twoday may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.
1.5 The Solution is intended for businesses and authorities (as opposed to consumers).
2. DEFINITIONS
2.1 The following definitions apply:
2.1.1 The ”Agreement”: The agreement between the Parties regarding the Customer's use of the Solution which is regarded as concluded upon the Customer's acceptance of the Terms, cf. Clause 1.2.
2.1.2 The "Customer": The business or authority using the Solution, cf. Clause 1.1.
2.1.3 The “Data Processing Agreement” or the “DPA”: Has the meaning set out in Clause 9.1
2.1.4 The "Solution": twoday's digital signature solution, cf. Clause 1.3. See a detailed description of the Solution at www.addosign.com.
2.1.5 The ”Party”/”Parties”: The Customer and/or twoday according to the context.
2.1.6 The "Terms ": These general terms and conditions for the Solution, cf. Clause 1.1.
2.1.7 “Account”: The primary means for accessing and using Solution subject to payment of a Subscription Fee set out in the selected Plan.
2.1.8 “Plans”: Various criteria related to the use and functionality of the Solution and on which the Subscription Fee is based.
2.1.9 “Subscription Fee”: The regular payment for using the activated Account.
2.1.10 “Billing Cycle”: A Billing Cycle, is the interval of time between invoices under a specific Plan. Billing Cycles may vary in length depending on the chosen Plan. Typically, the Billing Cycle is either one (1) month or twelve (12) months.
- "Transaction": A Transaction is composed by one or several of the following steps:
- Notification: Notification to the receiver on the receipt of one or more documents to be signed or otherwise handled.
- Identification: The option of requiring identification from the recipient before signing or otherwise handled.
- Signing: The recipient can sign documents with the signing options available in the Solution
- Distribution: The option to distribute documents/data through the channels available in the Solution
2.1.11 "Credits": The "currency" the Customer acquires and can use as payment for Transactions in the Solution. Each Transaction costs a number of Credits depending on the costs twoday has in connection with the individual Transaction.
2.1.12 Working days: Monday – Friday except public holidays in Denmark.
3. THE CUSTOMER'S USER RIGHTS
3.1 twoday owns all rights in the Solution, including copyright, trademarks and other intellectual property rights.
3.2 Against payment of the agreed fee, the Customer receives a non-exclusive right to use the Solution in accordance with these Terms.
3.2.1 The user right further applies for the Customer's affiliated companies.
3.2.2 The user rights apply for an unlimited number of users at the Customer and the Customer's affiliated companies.
3.2.3 Any use of the Solution by the Customer’s affiliates is subject to these Terms and the Customer is responsible towards twoday for any such use.
3.2.4 The Solution can be accessed and used by using a username and password.
3.2.5 The Customer is responsible for storing the username and password securely and confidentially to ensure that the username and password is only used for the Customer's use of the Solution.
3.2.6 The Customer is responsible for the creation of users and the administration of user rights to the Solution.
4. EFFECTIVE DATE AND DURATION
4.1 The Customer can use the Solution after the Agreement has been concluded, cf. Clause 2.1.1, and the twoday has created an Account.
4.2 When the Agreement has been concluded, the Customer will receive a username and password for the Customer's administrator of the Solution.
4.3 The Agreement can be terminated by twoday with a notice of six (6) months to the end of a calendar month.
4.4 If the Agreement is terminated, the Customer is responsible for using all Credits during the termination period. Any unused Credits at the expiry of the Agreement will not be refunded or made available to the Customer.
5. FEES/PAYMENT
5.1 The prices applicable always appear on the Solutions country websites The prices are listed in local currency exclusive of VAT (Value Added Taxes). Upon at least one month’s prior notice to the Customer, we reserve the right to change the composition, content and prices of products and subscriptions with notice by e-mail or by posting on our websites.
5.2 Customers may cancel their Plan anytime as outlined below, however must do so prior to the renewal Date in order to avoid billing of the next Plan Term’s Fees. The Customer authorizes twoday to automatically charge The Customer the applicable Fees on or after the renewal Date unless the Plan has been terminated or cancelled in accordance with these Terms.
5.3 If the Customer chooses to cancel its Plan during the Plan Term, the Customer may use the Solution until the end of Customer’s then-current Plan’s Billing Cycle but will not be issued a refund for the most recently (or any previously) charged Fees. Except for the exceptions described in section 6.2.4 Fees for purchased Credits cannot be refunded in any circumstances, including when the Agreement expires.
5.4 Invoices are due for payment 20 days after the invoice date. Interests of 2 per cent per month will accrue on late payments.
5.5 If the Customer does not pay an outstanding fee regarding the Solution, despite a prior written claim for payment of minimum 10 days, twoday is entitled to close the Customer's access to the Solution until payment is made and/or at twoday's discretion terminate the Agreement without further notice.
6. PLANS
6. 1 The Customer may choose various payment models for the use of the Solution (“Plans”) as described in this Clause.
6. 2 Plan – “Starter”. This Plan is based on a "pay as you go" principle with no fixed Subscription Fee. The Customer can therefore buy Credits on an ongoing basis. The fee for additional Credits, volume discounts and prices of the individual transaction types are listed on the Solutions country websites.
6.2.1 The Customer may choose to select "automatic top-up" of the Account. This way, the Customer automatically receives a prior agreed number of Credits transferred to the Account, when all Credits on the account have been used. When using automatic top-up, the fee for the Credits is automatically withdrawn from the credit card registered with the Customer's account. The fee is deducted from the Customer’s account at the same time Credits are added to the Customer’s Account.
6.2.2 If the Customer has not purchased Credits for 12 consecutive months, any unused Credits will expire. The period of expiry always applies from the date of the latest purchase of Credits.
The Customer's administrator will receive notification of this in the Solution thirty (30) and five (5) days before expiry. If the Customer has not used the Solution for 6 consecutive months after the expiry of the Credits, the Account will be deleted.
6.2.3 Selected add-ons/modules or services are invoiced with a monthly Billing Cycle and can be terminated by the Customer to the end of Billing Cycle (apart from the optional service agreement where the Customer's minimum commitment is 3 months)
6.2.4 If the Customer wishes to switch from Plan "Starter" to a Plan “Addo 10-500", the Supplier offers to buy back the Customer's excess credits. The price per credit is listed on the Solutions country websites. The total price for redeeming Credits can never exceed the Customer's payment for the first Billing cycle for the selected Plan.
6.3 Plan - “Addo 10-500". This Plans for using the Solution with either be based on a monthly or an annual subscription period/Billing Cycle.
6.3.1 The Customer has the right to upgrade or downgrade a current Plan at any time by selecting a new Plan from the collection of Plans determined by the Supplier. In such an event the Supplier will automatically be charged with a fee for the next payment interval with the rate stipulated in the new Plan.
6.3.2 Upgrading Plans: If the Customer is upgrading Plans, the new Plan will apply immediately, and the Customer will receive a credit note and an invoice. The credit note will be for the balance remaining in the current period of the original Plan. The Customer will then receive an invoice charging for the new Plan for the remainder of the Billing Cycle. The balance of the credit note will be applied fully to the invoice for the new Plan. Any consumption of Credits in excess of the contained number of Credits in the original Plan will be invoiced when switching to a new Plan.
6.3.3 Downgrading Plans: If the Customer is downgrading Plans, the changes will take effect at the beginning of the next Billing Cycle, when the next renewal invoice is issued. Further, subscription changes made before the end of the current Billing Cycle may override the scheduled one. Downgrading of the Current Plan may cause the loss of features, functionality, or capacity of the Account, as well as loss of the Customer’s data.
6.3.4 The Agreement can be terminated by Customer to the end of a Billing Cycle
6.3.5 Billing of selected add-ons/modules or services follows the Billing Cycling on the selected Plan. Subscription of modules/services can be terminated individually at the end of a Billing Cycle (apart from the optional service agreement where the Customer's minimum commitment is 3 months).
6.3.6 If the Customer with an annual Plan has an excess consumption of credits that exceeds the number of credits in the selected plan by more than 500%, the Supplier has the option of billing the excess number of credits monthly for the remainder of the Billing Cycle.
7. OPERATION AND MAINTENANCE
7. 1 twoday is obligated to ensure a stable and continuous operation of the Solution, including ongoing maintenance by correcting errors and inconveniences.
7.2 All planned maintenance will not, to the extent possible, be performed in the period from 08.00 – 18.00 on Working Days. In extraordinary circumstances, immediate remedy of errors or installation of changes for security or system critical reasons may be necessary. In such situations, twoday is entitled to close down all or part of the Solution outside the stated maintenance period.
7.3 Based on the Customer's inquiries and twoday's own monitoring of the Solution, twoday will perform error correction of the Solution.
7.4 twoday further performs ongoing preventive maintenance of the Solution and the operating environment in order to ensure a stable operation and a high level of security. Preventive maintenance will not be performed within the period 08.00 – 18.00 on Working Days.
8. CHANGES
8.1 twoday is entitled to make ongoing updates and improvements to the Solution. twoday is also entitled to change the composition and construction of the Solution and the services therein. These updates, improvements and changes may be implemented with or without notice and may affect the services, including any information and data uploaded to or produced by the Solution.
8.3 Notices in accordance with clause 6.1 will be displayed on twoday's website under "Support".
9. SUPPORT
9.1 The Customer can request support of the Solution during the period 8.30-17.00 CET on Addo Signs website under "Support".
10. PERSONAL DATA AND SECURITY
10.1 The Customer is the data controller as regards to the personal data uploaded by the Customer and processed by the Customer in the Solution, whereas twoday is the data processor of such data. The Agreement includes a data processing agreement enclosed as Appendix 1 (hereinafter the "Data Processing Agreement"), to which reference is made with regard to further information on twoday's processing of the Customer's personal data, including the Customer’s instructions to twoday regarding the processing of personal data on behalf of the Customer.
10.2 The Customer's data is processed and stored securely and twoday warrants that the Solution at all times is technically configured in accordance with current good IT security practices and that the appropriate technical and organizational security measures have been implemented.
10.3 twoday is entitled to process the Customer's transaction and subscription data and user patterns in an anonymized form during and after the expiry of the Agreement for statistics and analysis purposes and to improve the Solution.
11 CONFIDENTIALITY
11.1 twoday must observe an unconditional duty of confidentiality as regards to information on the Customer and the Customer's customer to which twoday gains access when the Customer uses the Solution, with the exception of information which is already disclosed to the public. twoday may not give a third-party access to the information or use the information for other purposes than to fulfil the Agreement. Further, twoday must ensure that the customers using the Solution do not gain access to each other's' information.
11.2 The duty of confidentiality remains in force after the expiry of the Agreement.
11.3 twoday is entitled to use the Customer's name for marketing purposes, including as a reference.
11.4 The Customer must keep all usernames and passwords confidential. If the Customer loses a username and/or password or if there is a risk that these have been disclosed to an unauthorized person or otherwise have been compromised, the Customer must inform twoday hereof.
12 RENTENTION OF DATA AND BACK-UP
12.1 Documents will be stored for 10 days in the Solution after which it is automatically deleted (Unless the Customer has activated the Solution's ability to archive documents). Other data regarding the Transaction will not be deleted. The Customer has the option to anonymize data.
12.2 twoday performs a daily backup of the Solution and the Customer's data. The back-up is stored for 30 days. twoday is responsible for ensuring that backup copies are stored securely.
13 LEGAL AND REGULATORY REQUIREMENTS
13.1 Each Party is responsible to the other Party for ensuring that the delivered services and the use of the Solution, respectively, comply with the relevant mandatory rules and regulations.
13.2 At the Customer's request, twoday is obligated to disclose Customer data and information on tasks performed on behalf of the Customer in accordance with the Agreement as requested by the authorities and/or the Customer's accountant.
14 LIMITATION OF LIABILITY
14.1 The Parties are liable in accordance with the general rules of Danish law, cf., however, clauses 13.2 and 14.
14.2 Neither of the Parties are liable for the other Party's indirect or consequential loss, including operating loss, loss of revenue, loss of profits or loss of goodwill.
14.3 The Customer is responsible for ensuring that documents signed through the Solution are valid and/or enforceable pursuant to applicable Danish or international legislation.
14.4 twoday is not liable for the punctuality of signatures or the emergence of documents generated through the Solution.
14.5 The Parties' total liability for loss and damage of any type may in no circumstance exceed the amount corresponding to the Customer's payments in accordance with the Agreement for the past 12 months calculated from the date the claim was raised.
14.6 The limitation of liability does not apply in case of a Party's gross negligence or intent.
15 FORCE MAJEURE
15.1 None of the Parties are liable to the other Party for circumstances outside the Party's control, and which the Party could neither have considered nor avoided or overcome at the conclusion of the Agreement.
16 ASSIGNMENT AND USE OF SUBSUPPLIERS
16.1 The Customer may not assign its rights and obligations pursuant to the Agreement to a third party without twoday's prior written accept.
16.2 twoday is entitled to use sub-suppliers as a part of the fulfilment of the Agreement.
17 BREACH
17.1 In case of a Party's material breach of the Agreement and if the breach has not been remedies no later than 10 days after the request of remedy from the non-breaching Party, the non-breaching Party is entitled to terminate the Agreement for cause without further notice. If the breach, due to its nature, cannot be remedied, the non-breaching Party may, however, terminate the Agreement for cause without a prior request for remedy
17.2 In case of one Party's material breach, the general rules thereon of Danish law apply. A termination for cause will only have effect for the future (”ex nunc”).
DISPUTE RESOLUTION
17.3 Any disputes arising from the Agreement between the Customer and twoday regarding the Solution must be settled in accordance with the rules of Danish law.
17.4 The venue for disputes (court of first instance) is the district court in the jurisdiction of twoday's registered office.
18 AMENDMENTS OF THE GENERAL TERMS AND CONDITIONS
18.1 twoday may amend these Terms with a written notice of one (1) month provided, however, that in case of material amendments, the Customer has the right to terminate the Agreement with a notice of 20 days after receipt of the notice. Any use of the Solution after the expiry of such notice constitutes an acceptance of amendments of the Terms and a waiver of the Customer’s right to terminate the Agreement due to such amendments.