1. Application and validity
1.1. These general conditions stipulate the rights and obligations of the subscription specified below between Tembi ApS, CVR-number 43596330, Fiolstræde 10, 1., 1171 Copenhagen, Denmark and the Customer.
1.2. Unless otherwise agreed in writing, these General Conditions apply in their entirety and are included as an integrated part of agreements between Tembi ApS and the Customer.
2. Scope of subscription
2.1. The right to use the services applies solely to the Customer and the services may not be used by anyone other than the Customer. The Customer is not entitled to assign the services to any third party, in whole or in part or to grant access to the service to third parties without written approval by Tembi.
2.2. The Customer must not use the services in a manner that can damage Tembi ApS’ name, reputation or goodwill or that is in violation of relevant legislation or other regulation.
2.3. The customer has a right to download and use the data from these downloads only as long as the customer is subscribing to the the services covered by this agreement.
3. Duration
3.1. The services enter into force when a service agreement has been signed and runs until termination pursuant to these General Conditions
4. Prices and terms of payment
4.1. The terms of payment are fourteen (14) days net from the invoice date, unless otherwise agreed.
4.2. Any price adjustments to the subscription must be communicated by Tembi with 4 months notice.
4.3. The Customer accepts that invoices and reminders are sent by e-mail to the e-mail provided by the Customer. The invoices and reminders are considered delivered, when they have been sent by Tembi ApS.
4.4. The yearly license fees set forth in the applicable Service Order will be increased on a calendar year basis after the first of the license agreement start date specified in the applicable Service Order by an amount equal to the standard European inflation rate for the last calendar year or minimum 4% to cover the average yearly inflation rate in Europe as well as other increases in costs.
5. Termination
5.1. The Subscription Term of this Service Order will automatically renew for successive renewal terms equal to one (1) year at the end of the then-current term. Customer may by written notice terminate the automatically renewal with 3 months notice prior the end of the then-current term.
5.2. Tembi ApS may by written notice to the Customer terminate agreements with the Customer with 3 months notice.
5.3. Tembi ApS may terminate agreements with the Customer with immediate effect and without any liability whatsoever, if; (i) the Customer violates or breaches any of the provisions of the services or these General Conditions, or (ii) the Customer becomes subject to any bankruptcy, insolvency, reorganization, liquidation or other similar proceedings, which are not dismissed five (5) days after.
6. Data Policy, Customer data and confidentiality
6.1. The Customer’s data is stored and processed in accordance with Tembi ApS’ data policy, which can be found on Tembi ApS’ website.
7. Amendment of content
7.1. Tembi ApS is entitled to make updates to and improvements to the services on an ongoing basis. Tembi ApS is also entitled to change the composition and content of the services. Significant changes will be announced to Customers per Email.
8. Intellectual property rights
8.1. Tembi ApS has the right to use the Customer’s trademark including logo on Tembi ApS’ website and in other marketing related activities concerning the Service, provided that such use is in accordance with good business practice.
8.2. The Service and information provided by Tembi Aps is protected by copyrights and other intellectual property rights and belongs to or is licensed to Tembi Aps. Individually prepared software also belongs to Tembi Aps, unless otherwise agreed in writing. The Customer must also notify Tembi Aps of any current or potential violation of Tembi ApS’ intellectual property rights or unauthorized use of the services, to which the Customer becomes aware. There is no transfer of intellectual property rights to the Customer.
8.3. In relation to material uploaded by the Customer and all the Customer’s data, the Customer grants Tembi ApS and its suppliers a global license to conduct and operate the Service properly and to fulfill its obligations. The Customer warrants that the material being uploaded does not violate any third parties and does not contain material that may be offensive or in violation of relevant laws or regulations.
9. Transfer
9.1. Tembi ApS has the right to assign its rights and obligations to the Customer to a group-owned company or a third party.
9.2. The Costumer accepts that Tembi ApS is entitled to use subcontractors in all matters, including settlement and operation of the Service and for storing the Customer’s data.
10. Tembi ApS’ liability
10.1. Tembi ApS disclaims any liability in relation to these General Conditions or the Service, whether in contract or outside contract, including operating loss, consequential or other indirect loss, data loss, loss due to a product liability or loss incurred because of simple negligence.
10.2. Regardless of the type of loss or liability, Tembi ApS’ total liability is limited to the Customer’s payment for twelve (12) months prior to the occurrence of the liability. The Customer undertakes to keep Tembi free of product liability damages, third party losses and other claims by third parties because of the Costumer’s use of the Service.
10.3. The Customer agrees to indemnify Tembi ApS against any claim or loss arising from product liability, third party loss or third-party liability to the extent that it arises from the Customer’s use of the Application.
11. Confidentiality
11.1. Use of confidential information by Tembi ApS and the Customer, including (without limitation), intellectual property, or commercial information of the Customer, or its parents, affiliates, subsidiaries or related companies or other such information as may be designated as confidential information under the Danish law (in Danish: “Lov om Forretningshemmeligheder”) shall be subject to the agreements between Tembi ApS and the Customer.
12. Amendment of Conditions
12.1. Tembi ApS is entitled to amend the General Conditions in every respect. The General Conditions that apply at any time will be available on Tembi ApS’ website. TembiApS aims to give reasonable notice (three months) in connection with any change to these General Conditions, by posting on the website.
13. Governing law and jurisdiction
13.1. Any disputes, controversy or claim arising out of or in connection to these General Conditions or an agreement entered between Tembi and the Customer, are governed by Danish law and shall be settled by the Court of Copenhagen, Denmark, after a consensual solution has been attempted.
Last modified March 2022
