Service Agreement and license terms and conditions
Last updated: 2nd May 2022
1. General Information
1.1 This Agreement sets out the general terms and conditions that apply to the Customer’s use of the Roccai platform.
1.2 By implementing, using, or otherwise making use of Roccai, the Customer agrees to be bound by the general terms and conditions set out in this Agreement. If the Customer does not accept this, the Customer may not implement or use Roccai.
1.3 All prices are based on the fact that the Customer creates modules on the platform.
A thorough introduction to the platform is provided and a free hotline is made available.
1.4 Roccai provides operating support on the platform 8:00 – 16:00 during weekdays. All inquiries should be sent to email@example.com or through the chat in the platform.
2. Roccai’s services
2.1 Under this Agreement, the Customer may access Roccai for the purpose of building and operating swipe modules from the Roccai platform.
2.2 Roccai’s services are offered on a SaaS model, i.e. that the Customer always has access to the software. Roccai’s services are improved continuously, but no guarantee is given for full compatibility back in time.
2.3. Roccai shall provide hosting, upgrading, and maintenance of the Roccai platform without additional payment.
3. Payment of the license fee
3.1 The license fee is agreement-specific and is regulated in the above Agreement specification.
3.2 The license fee shall be paid on time, as agreed between the Parties. Unless otherwise stated in the above, there is a 14 day net payment period for invoices from Roccai.
3.3 Invoicing is done in advance unless otherwise agreed. Roccai invoices the full amount upon contractual conclusion. Payment must be made within the agreed payment period.
3.4 In case of late payment, interest is calculated from the invoice date in accordance with the Danish Interest Act.
4. Rights to data and the Roccai platform
4.1 The Customer will receive an unrestricted, non-transferable, non-exclusive right to use the Roccai platform for the purpose of giving the Customer access to using the set of functions applicable at any given time under the agreement between the Parties.
4.2 The registered data regarding end-user customers and the content used in connection with the Customer’s swipe module always belong to the Customer.
Roccai has the right to use data on an aggregated and entirely anonymous level, as part of Roccai’s business and statistical purposes. Data used for statistical purposes will not contain personal data.
4.3 Roccai ApS (DK) has ownership, copyright, and all other intellectual property rights to the Roccai platform.
4.4 The Customer may not break or modify any files and codes that give access to the use of Roccai. The Customer is also not permitted to change or remove any statement and/or comments on copyright, trademark, or other rights existing in Roccai.
4.5 The Customer is not entitled to copy Roccai unless, and only to the extent that, such actions are permitted under mandatory laws and the Customer shall in all respects comply with such laws.
5. Data protection and hosting
5.1 The parties are individually responsible for complying with their respective obligations regarding any processing of personal data by Roccai on behalf of the Customer in connection with the use of Roccai. Roccai acts as a data processor only on instructions from the Customer who is responsible for the data.
5.2 As data processor, Roccai takes the necessary technical and organizational security precautions to prevent information from being accidentally or illegally destroyed, lost or impaired, and also to prevent them from becoming known to unauthorized persons, being misused, or otherwise processed in violation of the Personal Data Processing Act. At the Customer’s request, Roccai shall provide sufficient information to ensure that the aforementioned technical and organizational security measures have been taken.
5.3 Roccai software is hosted through Google Cloud Platform (GCP), on Firebase, a Google data center europe-west3 in Frankfurt, Germany.
We expect an uptime in the period of 99%. No compensation is given for downtime.
5.4 Other data protection conditions are dealt with separately in any data processing agreement between Roccai and the Customer. A data processing agreement will have to be in force between the parties before the Customer can share a swipe module and start collecting data.
6.1 The Customer shall ensure that the Customer’s use of Roccai in all respects is lawful. In particular, the Customer must ensure that the necessary consent for processing personal data is obtained and that all relevant rules regarding the processing of personal data, on marketing, on consumer protection, on spam, and on use, etc. are complied with.
6.2 The customer is entirely responsible for compliance with all relevant legislation relating to implementation and the use of Roccai.
7.1 Roccai treats all data, information, and trade secrets relating to the Customer, that are acquired within the framework of cooperation and the use of the Roccai platform confidentially.
7.2 The Parties shall keep confidential all information (written or oral) concerning the business and affairs of the other party and any specifications, drawings, diagrams, patterns, or other materials that it shall have obtained or received or created as a result of the discussions leading up to or the entering into or the performance of the Agreement, shall only use such information in the proper performance of the Agreement and shall not without the other Party’s written consent to disclose such information in whole or in part to any other person save those staff, subcontractors and agents involved in the implementation of the Agreement and who have a need to know the same and shall ensure that all such persons comply with the obligations in this Clause 7.2.
7.3 The Parties obligations in Clause 7.2 shall not apply to information that is already in the public domain other than as a result of a breach of Clause 7.2
7.4 The Customer accepts that Roccai may use examples from swipe modules, name, and logo in mentions for marketing purposes. All such use shall be made in good faith and to a fair extent.
8.1 The parties are liable under Danish law.
8.2 Roccai’s total liability for all losses under this Agreement irrespective of the basis for this is limited to the license consideration that the Customer actually paid for the previous year, however, maximum EUR 5,000. In determining the limitation of Roccai’s total liability pursuant to this clause 8.2, there shall be deducted any amount and/or the value of any compensation that Roccai previously paid and/or granted to the Customer to cover or serve as a discount for the Customer’s loss, for which Roccai is responsible.
8.3 Roccai is not responsible for Roccai’s applicability in relation to the specific use, that the Customer wishes or may have anticipated, including for integration or interaction between Roccai and the Customer’s other hardware and software.
8.4 In no event shall either Party be liable to the other Party for operating loss, business and/or operational disruption, loss associated with lost data, reconstruction of it or lack of access to it, lost profit and revenue, lost savings, claims raised by third parties against the other Party, or indirect losses or consequential damages of any kind.
8.5 User logins are personal and shall not be shared. The Customer is responsible for the security of its user logins. That is, the Customer must manage the unique passwords and user names assigned by Roccai in a defensible manner. If the Customer notices any misuse, Roccai must be informed immediately.
8.6 If Roccai builds swipe modules for the Customer, it is the responsibility of the Customer to review and approve the swipe module before shared to ensure it is as intended.
8.7 Roccai is not responsible for force majeure-like conditions, such as interruption of power supply, breakdowns in public available networks, flooding, hacking and similar conditions, which prevent or restrict the delivery of the Roccai platform.
8.8 Roccai is subject to product liability only to the extent that such liability arises under mandatory legislation.
8.11 The limitations in this clause 8 shall not apply if the loss can be shown to be attributable to gross negligence or intentional conditions.
9. Transfer of rights
9.1 The Customer may not sell, distribute, license, rent out, lease, lend, pawn, or otherwise transfer, transport, or surrender Roccai or the rights of use thereto to third parties, hereunder collect marketing permissions for third parties, without prior written permission from Roccai.
9.2 Roccai cannot, without prior written consent from the Customer, transfer all or part of its rights and obligations under this Agreement to any third party. Roccai is, however, entitled at any time without the Customer’s consent to transfer its rights and obligations under this Agreement as part of a sale of the business operated by Roccai or to companies that are group-associated with Roccai as defined in Section 5 of the Danish Companies Act no. 18, cf. Section 7.
10. Entry into force and termination
10.1 This Agreement shall enter into force on the date of the Customer’s acceptance of the Agreement and shall remain in force until it is terminated pursuant to clause 10.
10.2 This Agreement can be terminated with effect from the end of the license period no later than 1 month prior to the end of the license period.
10.3 This Agreement will automatically renew for additional 1 year successive agreement periods unless terminated by one of the Parties no later than 1 month prior to the end of an agreement period.
10.4 In the event of a material breach, the non-breaching party may terminate this Agreement with the defaulting party if the material breach has been pointed out with 14 days written notice and has not been rectified by the defaulting party.
10.5. In the event of termination of this Agreement, the Customer is obliged to discontinue using Roccai. Upon termination, Roccai is not required to repay any portion of the paid license consideration to the Customer, but in the event of termination as a result of a material breach by Roccai, the Customer may demand compensation for the loss suffered because of the limitations imposed by this Agreement in addition to a pro-rata repaid portion of the paid license fee.
10.6. At the expiration or termination of the License Agreement, the Customers account in the Platform will be deleted no earlier than 12 months after the expiration or termination. Roccai undertakes to notify the Customer of the expected time of any such deletion no less than 14 calendar days in advance thereof.
The account can be deleted prior to the 12 months after the expiration or termination of this License Agreement by contacting support at hello@Roccai.com
10.7. Deletion of personal data is dealt with separately in the Data Protection Agreement between the Parties.
11. Choice of law and legal venue
11.1 Any dispute between the parties shall be governed by Danish law at the Court in Aarhus, Denmark of the first instance.