Terms of Service

This appendix forms an integral part of the Agreement and the definitions stated in the Agreement shall also apply to this Appendix.

1. Application

1. These General Terms and Conditions apply to all software services and consulting services offered and delivered by Enalyzer (collectively referred to as the “Services”, which includes the Software Services and the Consultancy Services).
2. The software services and/or the consulting services that Enalyzer is to deliver to the Customer are described in separate service orders that form part of the Agreement between the Parties (the “Service Orders”).
3. In addition to the General Terms and Conditions, the terms stated in the Service Orders entered into between the Parties apply.
4. In the event of any conflict, the terms in the Service Orders take precedence over the General Terms and Conditions.

2. Amendments

1. Amendments to the General Terms and Conditions are only valid with the explicit written consent of Enalyzer, with reference to the applicable provisions in the terms. Enalyzer explicitly denies the applicability of any other general terms.
2. If and in so far as any provision in the Agreement or in the General Terms and Conditions shall be deemed or judged invalid under the given circumstances, a provision will be applicable between the Parties that, taking all circumstances into account, is acceptable and approaches the scope of the provision deemed non-applicable under the circumstances as closely as possible.

3. The Software Services

1. Enalyzer provides various online data processing services including among others a survey and reporting tool. Enalyzer’s data processing services consist of software developed by Enalyzer with access to an online platform and a number of servers operated by or on behalf of Enalyzer in the EU (the “Software Services”).
2. In addition to the Software Services the Agreement between the Parties may include support services and/or education services, either offered for free or against payment (e.g. as part of a separate Consultancy Service Order).
3. The Software Services are standard services and Enalyzer does not guarantee that the Software Services meet the Customer’s particular requirements, nor that use of the Software Services will lead to specific results for the Customer.
4. Enalyzer supports the most common browsers, in their most recent versions. Enalyzer’s online platform is continuously updated to support new browsers and new versions of existing browsers, as they become common in the market.
5. The Customer undertakes to give complete and accurate information when creating user access to the Software Service. The Customer shall without undue delay inform Enalyzer of any changes in this information.
6. A user license is private and allows personal access to Enalyzer; it may therefore only be used by one person in the organization. An individual username and password per User are allotted.
7. The Customer shall ensure the secure and confidential storage of username and password for the Software Service. Should the Customer become aware that the username or password is abused, or should any other unauthorized use of the Software Service take place, the Customer shall inform Enalyzer hereof immediately. If Enalyzer has probable cause to suspect any abuse of the Software Service or missing subscriptions, Enalyzer shall inform the Customer and take the necessary measures, including denial of access to the Software Service.

4. The Consultancy Services

1. The Consultancy Services are described in the Service Order(s) made between the Parties.
2. Except for specific deliverables or requirements that have been agreed explicitly, Enalyzer does not guarantee that the Consultancy Services meet the Customer’s particular requirements, nor that use of the Consultancy Services will lead to specific results for the Customer.

5. Prices and payment

1. The price information is stated in the Service Order(s) made between the Parties. Where prices for services have not been specified in the Service Order(s), the applicable prices may be found in Enalyzer’s Consulting Service Pricelist (for Consultancy Services) or on Enalyzer’s website (for Software Services) in the indicated currency. Invoicing will include VAT of 25% and other applicable taxes.
2. Enalyzer can adjust the prices on the Software Service to take effect from a new service subscription period, with written notice to the Customer of minimum 120 days prior to the commencement of a new service subscription period.

6. Enalyzer’s obligations

1. The Customer’s use of the Software Service implies that Enalyzer will process data, including personal data, belonging to the Customer. Consequently, Enalyzer and the Customer hereby enter into the Enalyzer Data Processing Agreement with Enalyzer as the Data Processor and the Customer as the Data Controller. In the event of any conflict between these General Terms and Conditions and the Enalyzer Data Processing Agreement in relation to the processing of personal data, the terms of the Enalyzer Data Processing Agreement shall prevail.
2. Enalyzer uses a third-party cloud platform for hosting of the Software Services and shall store the Customer’s data securely as further described in the Enalyzer Data Processing Agreement. Enalyzer shall not disclose the Customer’s data without the written consent of the Customer.
3. Enalyzer shall provide a secure technical platform monitored and maintained by a reputable hosting supplier, cf. Enalyzer’s Security Policy and Privacy Policy.
4. In case of system failure Enalyzer shall, as quickly as possible, initiate a restart of the Software Services. Enalyzer cannot be held liable for any loss directly or indirectly attributable to a system failure unless due to willful misconduct or gross negligence.
5. Enalyzer and its employees may use artificial intelligence (AI) when providing Consultancy Services. This includes the use of third-party AI solutions engaged as sub-processors pursuant to the Enalyzer Data Processing Agreement.
6. Enalyzer acknowledges that data is collected on behalf of the Customer and that rights to this data belong to the Customer. However, Enalyzer may analyze Customer usage of the Software Services to improve the Software Services and develop new services as described in the Privacy Policy. Enalyzer shall not independently access or analyze survey data or other Customer content.
7. Enalyzer endeavors to ensure that the Software Services run securely and stably in accordance with good IT practice and industry standards ensuring confidentiality, integrity, availability and resilience.
8. Enalyzer will use reasonable means to ensure the Software Services remain operational and accessible. Security measures and GDPR compliance are described further in Enalyzer’s Security Policy.
9. The Software Services are delivered “as is” and to the extent permitted by law Enalyzer disclaims all guarantees, including fitness for a particular purpose and faultless functionality.
10. Enalyzer is entitled to shut off access to the Software Services completely or partly due to security or operational reasons. If reasonably possible, prior notice will be given.
11. Consultancy Services are delivered using professional skills and according to best industry standards and applicable laws. Subject to Service Orders, Enalyzer is free to design execution including working hours and place of work.

7. The obligations of the Customer

1. The Customer shall use the Software Services in accordance with Enalyzer instructions and must not attempt unauthorized system access or misuse including spamming.
2. The Customer guarantees lawful use of the Software Services under all applicable legislation including GDPR and marketing legislation. The Customer is solely liable to respondents and third parties for claims resulting from use of the Software Services.
3. The Software Services must not be used by minors (persons under 13 years or higher applicable age under local law).
4. The Customer shall receive Consultancy Services at agreed time and place and reimburse Enalyzer for costs resulting from delays.

8. Marketing and service information

1. Enalyzer may contact the Customer and Users by email for marketing purposes only where consent has been given.
2. Enalyzer may also use emails to provide service updates, feature information and support communication.
3. Enalyzer may use the Customer name and logo in customer lists and marketing material as reference.

9. Intellectual Property Rights

1. The Customer retains rights to own content and data including personal data and related analysis.
2. Enalyzer has no rights to Customer data except as required to provide Services or as described in the Agreement or Privacy Policy.
3. Enalyzer retains rights to Software Services including trademarks, programming, databases, design and texts.
4. The Customer may not use Enalyzer materials without written agreement except for results produced for the Customer.
5. License rights depend on payment of agreed remuneration.
6. Each party indemnifies the other against third-party intellectual property claims arising from supplied material.

10. Limitation of liability and damages

1. Liability follows general Danish law.
2. Neither party is liable for indirect loss including loss of data.
3. Enalyzer’s liability is limited to fees paid during the preceding 12 months under the relevant Service Order.

11. Force majeure

1. Neither party is liable for failure to perform obligations due to force majeure including strike, war, epidemics, disasters or similar uncontrollable events.

12. Confidentiality

1. Each party shall keep confidential information secret.
2. Confidentiality does not apply to public information or lawfully obtained information.
3. Each party shall impose similar obligations on employees and sub-suppliers.

13. Termination

1. Termination follows provisions stated in Service Orders.
2. Enalyzer may terminate with six months’ notice.
3. No refund of prepayments upon Customer termination.
4. Immediate termination possible in case of material breach not remedied within 30 days.
5. Customer must notify defects within one week after discovery and no later than six months after occurrence.

14. Assignment

1. Each party may assign rights and obligations to bona fide third parties. Customer remains liable for payment obligations.

15. Governing law

1. Disputes shall be brought before the City Court of Copenhagen.
2. Danish substantive law applies.