Terms of Business

March 21st 2022

1. Application and Validity

1.1 These terms of business (the “Terms”) are accepted and adhered to by all third parties (each a “Client”) engaging in a commercial relationship with Innoflow ApS, company reg. (CVR) no. 39 23 47 85 (“Innoflow”) in connection with each Client’s access to and use of (alone or jointly with others) the “Innoflow” software system (the “Innoflow Platform”) in relation to the Client’s case competitions and hackathons (each an “Event”) and apply to all Innoflow’s services and supplies in relation thereto (the “Services”) (access to the Innoflow Platform and delivery of the Services, together with the “Assignment”).

1.2 The Client has received a copy of the Terms and is considered to have accepted them when getting access to the Innoflow Platform and/or when requesting access to the Assignment from time to time.

1.3 Innoflow reserves the right to make non-material amendments to the Terms at any time by notifying the Client about the amendment in question. Amendments which, in Innoflow’s sole discretion, have a material negative impact for the Client shall be notified to the Client at least thirty (30) days prior to the effective date of the amendment. The Client is entitled to terminate the agreement at the effective date of the amendment in question if the Client cannot accept the amendment. Any delivery of the Assignment is subject to the Terms applicable at the time of the delivery.

1.4 The Terms apply unless deviated from in whole or in part by written agreement between the parties, including the data processing agreement governing the processing of personal data by Innoflow on behalf of the Client (the “DPA”).

2. Client’s Obligations

2.1 The Client is responsible for ensuring that the Assignment is exhaustively and adequately described to Innoflow. The Client is responsible for ensuring that the information and material provided is accurate and correct and may lawfully be applied in connection with Innoflow providing the Assignment.

2.2 The Client shall make all necessary information and material available to Innoflow regarding the Assignment.

2.3 The Client is responsible for coordinating and organising the Assignment within its own business and organisation.

2.4 The Client shall ensure that each of its partners, officers, directors, employees and other third parties to whom access to or use of the Assignment is made available is made aware of (in advance of access or use), accepts and adheres to in writing these Terms. The Client shall be responsible for any breach of the Terms by any of its partners, officers, directors, employees and other third parties.

2.5 The Client shall pay for the Assignment in accordance with clause 3.8-3.10.

3. Performance and Delivery

3.1 The parties shall be deemed to have concluded a binding agreement regarding an Assignment when the Client has accepted Innoflow’s offer (an “Offer”) regarding the Assignment. The Offer and its acceptance will most often, and is preferred to, be in writing but can, on a case-by-case basis, be in the form of a verbal agreement. An Offer will, as a main rule, include a description of the Event and the pertaining Services, the date, the Innoflow contact person and the price.

3.2 Once an Assignment has been agreed, Innoflow will shortly thereafter send its invoice to the Client. The invoice will contain a short description of the agreed Event and the pertaining Services included under the invoice.

The Client agrees that it shall review the invoice thoroughly and check whether the Assignment is described and charged correctly in accordance with the agreed Assignment. If the Client has any objections to the invoice, the Client shall give notice of such objections immediately and in any event no later than three (3) working days following the Client’s receipt of the invoice.

3.3 Innoflow offers both payment for the individual Assignment (“Pay as you go”) and periodically payment of a fixed sum to receive general access to the Platform and Services depending on the chosen subscription plan (“Subscription”). A description of the Services included in Innoflow’s subscription plans is available on https://www.innoflow.io/da/plans-and-prices-da/. Subscriptions are offered on monthly or annual basis (the “Subscription Period”) and shall automatically renew for an additional Subscription Period of the same length as the Client’s initial Subscription Period, unless terminated by the parties in accordance with clause 6.2. Innoflow will sent an invoice to the Client at the start of each Subscription Period in accordance with Clause 3.2.

3.4 The Client accepts that the Assignment is provided as part of a process not fully within the control of Innoflow, and that Innoflow delivers the Assignment to the best of its ability. Accordingly, Innoflow assumes no obligation as to results.

3.5 The Client acknowledges and agrees that Innoflow has not made, and hereby expressly disclaims all, representations and warranties whether express or implied as to the performance or results of the Assignment.

3.6 The Assignment is performed in consultation between the parties. Consultation takes place through regular contact between the parties’ contact persons.

3.7 The Assignment must be performed at the agreed delivery time or, in the absence of an agreed delivery time, at the speed deemed reasonable considering the scope and other circumstances of the Assignment.

3.8 Innoflow may choose in its sole discretion which employees who are to perform the Assignment. Innoflow may use sub-suppliers or external consultants for the performance of the Assignment, subject to terms of the DPA, if applicable, but is liable for such in the same manner as Innoflow is liable for its own services.

3.9 As a result of Innoflow not undertaking any obligations as to results, see clause 3.4, the Client cannot make any claims based on defects in the Assignment provided.

3.10 The Client accepts to pay any amounts in accordance with Innoflow terms of payment appearing from its invoices. In case of submission of overdue payment reminder (in Danish: “rykkerskrivelse”) an administration fee will be added Innoflow outstanding debt as will appear on the reminder. The Client is not entitled to utilize any Assignment of a part of an Assignment until payment in full has been made, as well as Innoflow is entitled to suspend all work for the Client if the Client fails to pay on time.

3.11 Innoflow offers product support up-to 10 hours per contract at no additional charge. However, additional product support on top of the 10 hours (“Additional support”) and product support required outside of normal business hours from 8:00 to 17:00 CEST (“Support outside business hours”), is subject to a surcharge.

The surcharge for “Support outside normal business hours” is charged per day and is dependent on which day of the week the support is required. The surcharge for “Additional support” is subject to an hourly rate. In case a customer requires “Support outside normal business hours” and “Additional support” simultaneously the prices are added on top of each other.

Currently, the prices are as follows:

“Support outside business hours”:
Monday to Friday – 1.000 DKK / 135 € per day Saturday to Sunday – 1.500 DKK / 200 € per day

“Additional support” – 400 DKK / 55 € per hour

Innoflow cannot be made liable for any damages or losses incurred directly or indirectly in connection to our product support.

3.12 As stated in clause 3.2, Innoflow will send its invoice(s) upon having concluded an agreement regarding an Assignment for the Client to pay up-front. If the parties have agreed on payment in tranches, Innoflow will invoice in tranches accordingly. Innoflow is at all times entitled to send an invoice immediately after an offer has been accepted by the Client.

Payment terms are 14 days from invoicing date unless a different payment term has been agreed with Innoflow and this has been confirmed in writing.

3.13 All Offers given by Innoflow expires within 30 days after it has been sent.

 

4. Intellectual Property

4.1 Innoflow is the owner of all design on the Innoflow Platform, including but not limited to texts, graphic elements, audio, software, logos and all copyright, trademarks and additional intellectual property and the Client acknowledges and agrees that it is not granted and shall not receive any right, title or interest in or to any intellectual property rights of Innoflow and no such right, title or interest shall be inferred or implied, except for the license rights set out in clause 4.3 and 4.4.

4.2 The Client may not reverse engineer, decompile, or disassemble any intellectual property, including software code, disclosed or provided by Innoflow to the Client.

4.3 Innoflow grants the Client a limited, non-exclusive, non-sublicensable, non- transferable and revocable license to access and use the Innoflow Platform in accordance with these Terms.

4.4 Innoflow offers to supply case material for a fee to be used in the Client’s Events on the Innoflow platform, including but not limited to any cases, questionnaires, personality tests, explanations, scoreboards, judging criteria, feedback to participants (“Innoflow Case Material”). Unless otherwise agreed in writing, the rights to the Innoflow Case Material belong solely to Innoflow. Innoflow grants the Client a non-exclusive, non-sublicensable, non-transferable, revocable license to use the Innoflow Case Material on the Innoflow Platform. For the avoidance of doubt, the Client is not permitted to (i) use the Innoflow Case Material outside of the Platform, (ii) copy the Innoflow Case Material partly or in full, or (iii) redistribute, share or sell the Innoflow Case Material to any third party.

4.5 The Client retains the rights to content created by the Client and/or Client’s Users, including but not limited to any cases, questionnaires, personality tests, explanations, scoreboards, judging criteria, feedback to participants or any other material supplied in connection with an event all copyright, trademarks and additional intellectual property (“Client Content”). The Client is entitled to supply its own cases to be used in the Client’s Events on the Innoflow Platform (“Client Case”) subject to Innoflow’s case quality assessment. The Client shall send the Client Case to Innoflow at least [10 days] in advance of the Client’s Events, thereby giving Innoflow the opportunity to perform the case quality assessment. In the event that Innoflow rejects the Client Case based on the result of the case quality assessment, the Client shall not be entitled to use the Client Case on the Innoflow Platform.

4.6 The Client grants Innoflow and its subcontractors a non-exclusive license to access, store and make available Client Content on the Innoflow Platform for the purposes of performing the agreement and grants Innoflow and its subcontractors a non- exclusive, perpetual license to use the Client Case for the purposes of business development including developing an AI algorithm to determine personality type of the user based on answers to cases.

4.7 The Client warrants that it has secured the necessary rights to Client Content, and the Client undertakes to hold Innoflow harmless against any liability whatsoever which Innoflow may be subject to in connection with any claims against Innoflow based on a claim that the information and material made available by the Clientto Innoflow or which otherwise are part of the delivery infringes any third party’s intellectual property or other rights.

 

5. Liability and Force Majeure

5.1 Innoflow is solely responsible for any loss that the Client may suffer as a direct result of Innoflow’s documented non -compliance with its obligations or neglect in the performance of the Assignment. Any liability for Innoflow to pay damages to the Client is limited to direct and documented damages only, while indirect losses and consequential damages, including loss of profits, goodwill or increased operating costs, are excluded. Further, Innoflow is not liable for damages of the Client or any third party arising out of the Client’s use of the Innoflow Platform or Services.

5.2 If the Client wishes to raise a claim based on delay or defects, the Client must give written notice of the delay or defect within five days of delivery. Otherwise the Client will forfeit its remedies for breach of contract. Innoflow must always be allowed a reasonable final time limit for correcting performance and is at all times entitled to correction (in Danish: “afhjælpning”) and/or replacement. Upon proper correction and/or replacement, the Client cannot make claim for other remedies because of default. Proportionate reduction in prices is only granted in case of material defects which Innoflow has chosen not to correct and/or replace. Remedies can only be exercised for 3 months after delivery, after which date there the Client can no longer claim for defects in the delivery.

5.3 Any liability for Innoflow to pay damages to the Client cannot exceed the fee received by Innoflow, however limited to DKK 25,000, and is subject to the Client provided written notice hereof no later than 3 months after delivery by Innoflow.

5.4 Innoflow’s obligations shall be excused in case of a force majeure event, meaning conditions that are beyond a Party’s control, including strike, labour dispute, IT, pandemics, epidemics, defect or delay in delivery from sub-suppliers or external consultants, fire, damage by water and natural disaster.

 

6. Cancellation, alterations and termination

6.1 If the parties have agreed to Pay as you go or additional Services not included in a subscription plan, cf. clause 3.3, the Client’s acceptance of Innoflow’s Offer constitutes a binding agreement (Assignment) that cannot be terminated for convenience. This means, among other things, that the Client cannot claim a refund of the price for the Assignment without a warranted cause. However, if the Client cancels an Assignment 30 days before the delivery date of the Assignment, the Client is entitled to a discount on the next assignment equivalent to fifty percent (50 %) of the price for the Assignment. If the Client cancels an Assignment less than 30 days before the delivery date of the Assignment, the Client is not entitled to a refund.

6.2 If the parties have agreed on a Subscription, cf. clause 3.3, the Subscription will terminate upon expiration of the current Subscription Period if a party provides a notice of 7 days for monthly Subscription and 30 days for annual Subscription prior to the start of the next Subscription Period. Notice of termination shall be delivered in writing. Innoflow is entitled to adjust the Services included in the Subscription and the price of the Subscription from time to time and will notify the Client within a reasonable time in advance. Price changes will take effect at the start of the next Subscription Period.

6.3 The Client can submit requests for alterations of an already agreed Assignment to Innoflow and clause 3.1 re. Offer and acceptance applies accordingly in such event. If the Client requests an alteration, Innoflow is entitled to adjust the price accordingly, e.g. in consideration for increased costs or extra work at Innoflow’s side. Small price adjustments (at less than ten percent (10 %) of the original price) are deemed to be accepted by the Client, however price adjustments at more than ten percent (10 %) shall be accepted in writing by the Client. Clause 3.2 applies in such event. The Client is not entitled to a price reduction regardless of the nature of the alteration.

6.4 In case of breach by a party, and such breach has not been remedied by the party in breach within 7 days from having written notice by the party not in breach, the non-breaching party may terminate the Assignment/agreement in writing with immediate effect.

7. Data Protection

7.1 Innoflow has access to the personal data uploaded by the Client and the Client’s users on the Innoflow Platform delivered by Innoflow. Innoflow acts as data processor and the Client acts as the data controller when processing data in the Innoflow Platform. Innoflow and the Client shall enter into a data processing agreement governing Innoflow’s processing of personal data on behalf of the Client.

7.2 Notwithstanding Clause 7.2, Innoflow acts as independent data controller for the user profiles on the Innoflow Platform which may be used by the user for multiple Events on the Innoflow Platform.

7.3 Innoflow also collects certain data about the Client and the Client’s users outside the Innoflow Platform in the role of independent data controller for its own purposes, including for the performance of the agreement with the Client. All information regarding this processing is described in Innoflow’s Privacy Policies available in the Innoflow Platform and on Innoflow’s website. The Client is required to familiarize itself with Innoflow’s Privacy Policies.

8. Miscellaneous

8.1 The parties agree that any confidential and/or proprietary information of the other party shall be kept confidential and used, accessed and disclosed (e.g. to sub- suppliers) solely for and in connection with the use of the Innoflow Platform and provision of Services. The parties may not, without the prior express written consent of the other party, disclose or transfer confidential information to any third party.

8.2 Innoflow is entitled to loyally and as part of Innoflow’s general marketing activities (e.g. by using the Client’s logo etc.) to refer to the fact that the Client is a customer of Innoflow as well as to use the delivery for marketing purposes without paying any fees to the Client.

8.3 These Terms shall be governed by and construed and enforced in accordance with Danish law, without regard to any choice of law principles. Any dispute or matter arising out of, or related to, these Terms shall be subject to the exclusive venue and jurisdiction of the Danish ordinary courts.