Welcome to Enalyzer, operated by Enalyzer Software A/S, Refshalevej 147, 1432 Copenhagen K, Denmark ("Enalyzer").

Please read the following Terms of Use carefully, as it contains the legal terms and conditions that you have agreed to when you access or use Enalyzer services as described in Clause 2 (hereinafter the "Service"). In addition to the Free and paid subscription Agreement, Enalyzer’s Security and Privacy Policy, available at Enalyzer website, shall apply. If you are acting on behalf of someone else, such as a business entity, a company etc., you agree that you are authorized to enter into this Free or paid Subscription Agreement (hereinafter the "Subscription”). The legal entity entering into the Subscription is you, yourself or the entity you have stated in the Acceptance Form (hereinafter the "Customer"). If you are a consumer, you are hereby informed that since the Service consists of a digital service only, you do not have a right to withdraw your Subscription before the end of a Subscription Period, after you have started to use the Service.

The use of the Service is limited to the specific persons stated in the Acceptance Form (hereinafter "User" or "Users"). Each User will have a unique and personal license to access the Service. An individual user name and password per User will be allotted. User names and passwords may not be transferred to any other person without the acceptance of Enalyzer.

1. Commencement, term and termination

1. The Subscription takes effect upon the acceptance by, or behalf of, the Customer as described in the Acceptance Form, and payment, as described that same place.
2. The Subscription shall be valid for a period chosen in the Acceptance Form (the "Subscription Period").
3. After the end of any paid Subscription Period, the Subscription continues on the same terms for a new Subscription Period, of the same length as the preceding Subscription Period, unless terminated by the Customer prior to the end of the current Subscription Period, by logging in and unsubscribing on the account settings of the Enalyzer webpage, or unless terminated before the end of the current Subscription Period, by Enalyzer by email to the Customer. If not terminated prior to the end of a Subscription Period, the Subscription will continue for a new Subscription Period, consecutively, and if payment for the preceding Subscription Period has been made by credit card, payment will be automatically credited from the credit card account used by the Customer for the preceding payment. The Customer hereby expressly accepts such automatic payment.
4. A free subscription does not terminate until terminated by the user or by Enalyzer.
5. Terminated paid subscriptions are automatically downgraded to the limited free subscription service, from where the use of the service can be fully terminated.

2. The Service

1. Enalyzer provides a survey solution consisting of software developed by Enalyzer and an online access to a number of servers operated by, or on behalf of, Enalyzer in the EU (the "Service").
2. The Service may include support and/or education services, either offered for free or through a separate agreement.
3. The Service is a standard Service and Enalyzer does not guarantee that they meet the Customer’s particular requirements, nor that use of the Service will lead to specific results for the Customer.
4. Enalyzer supports the most common browsers, in their most recent versions. Enalyzer’s platform is continuously updated to support new browsers, and new versions of existing browsers, as they become common in the market.

3. Registration

1. The Customer complies to give complete and accurate information, when creating a User access to the Service. Enalyzer shall without undue delay be informed of any changes in this information.
2. The Customer shall ensure the secure and confidential storage of User name and password for the Service. Should the Customer become aware that the user name or password is abused, or should any other unauthorized use of the Service take place, the Customer shall inform Enalyzer hereof immediately.
3. If Enalyzer has probable cause to suspect any abuse of the Service or missing Subscriptions, Enalyzer shall inform the Customer and take the necessary measures, including denial of access to the Service.

4. Enalyzer’s obligations

1. The terms in clauses 4.2 – 4.12 shall apply to the Customer's use of the Service. The Customer's use of the Service will imply that Enalyzer will be processing data, including personal information, belonging to the Customer. Consequently, this Subscription will constitute a Data Processing Agreement between Enalyzer and the Customer, with Enalyzer as the Data Processor and the Customer as the Data Controller.
2. Enalyzer shall store the Customer's data in a secure manner and shall not disclose such data without the written consent of the Customer.
3. Enalyzer shall provide a secure technical platform, which shall be constantly monitored and maintained by a reputable hosting supplier, cf. Enalyzer’s Security and Privacy Policy.
4. Enalyzer uses a third party cloud-platform for the hosting. The service provider of the cloud-platform is thereby a sub-data processor.
5. When entering into the Subscription Agreement, the Costumer gives Enalyzer authority to enter into a sub-data processing agreement on behalf of the Costumer with the service provider of the cloud-platform, provided that the sub-data processor maintains a security level equal to or better than Enalyzer’s, cf. Enalyzer’s Security and Privacy Policy. The sub-data processor may not be domiciled in Denmark, but within the EU. In some situations the Customer’s data may be transferred for third countries (i.e. outside the EU) in accordance with the model contracts established by the EU commission. The Costumer can receive more information regarding the sub-data provider by contacting Enalyzer.
6. Enalyzer shall use and process the Customer's data according to the Customer's instructions only, with the exceptions stated in Clause 4.
7. Enalyzer shall store the Customer’s data for a maximum of three months following the expiry of the last Subscription Period. Enalyzer shall give the Customer 30 days’ notice by email prior to any deletion of data, in order for the Customer to avoid unwanted deletion.
8. In case of system failure Enalyzer shall, as quickly as possible, initiate a restart of the Service. Enalyzer cannot be held liable for any loss, directly or indirectly attributable to a system failure, unless this failure is due to willful misconduct or gross negligence on the part of Enalyzer.
9. Enalyzer acknowledges that data is collected on behalf of the Customer and that the rights to this data belong to the Customer. However, Enalyzer reserves the right to analyze the Customer’s use of the Service in order to improve the Service.
10. Enalyzer has initiated adequate security measures in order to ensure that the Customer’s data, processed in Enalyzer’s and the sub-data provider’s IT systems, is not destroyed, impaired, brought to the knowledge of unauthorized persons or otherwise abused. Enalyzer is registered with the Danish Data Protection Agency as a computer service agency.
11. Enalyzer endeavors to ensure that the Service is run as securely and stably as possible in accordance with good IT practice. However, Enalyzer does not guarantee faultless functionality, including that the Service is protected against hacker attacks, or other unauthorized access to the Service, i.e. in the form of forced entry into the IT systems on which the Service is based. This being said, Enalyzer has designed the Service in accordance with good, professional practice for the purpose of resisting hacker attacks and any other unauthorized access, so that the Service is at all times operational and accessible to the Customer or respondents, and that specific transactions may at all times, or at any given time, be initiated and/or carried out on the Service.
12. Enalyzer is entitled to shut off access to the Service completely, or in part, due to security or operational reasons. If reasonably possible, Enalyzer shall prior hereto give the Customer an adequate notice.

5. The obligations of the Customer

1. The Customer complies to use the Service in accordance with the guidelines provided by Enalyzer at any time, including this Subscription Agreement. The Customer shall not attempt to break into the underlying database or any other system resources. Equally, the Service must not be used in any way, which can be said to be detrimental to Enalyzer or any third party, and consequently must not be used for purposes, as for instance spamming.
2. The Customer guarantees Enalyzer that the Customer’s use of the Service is lawful in respect of all applicable legislation in any country where the Service is used, including in compliance with the any Marketing Practices Act and any Data Protection Act. The Customer is solely liable to respondents and third parties for any claims resulting from the Customer’s use of the Service.

6. Prices and payment

1. All price information is stated in the Acceptance Form and in the indicated currency with VAT and other taxes. Invoicing will include Danish VAT of 25%.
2. Enalyzer can adjust the prices on the Service to take effect from a new Subscription Period, with a written notice to the Customer minimum 30 days prior to the commencement of a new Subscription Period.

7. Intellectual Property Rights

1. The Customer holds all rights to own data, including data on the Customer’s employees or customers and any related analysis.
2. Enalyzer holds all rights to the Service and its individual components, including name, logo, programming, databases, catalogues, design, graphics and texts, unless such material originally belongs to the Customer. This also applies to all other material given to the Customer.
3. The Customer shall not, without a written agreement with Enalyzer, use the Service or any other material to which Enalyzer holds the rights. However, the Customer acquires the right of use to graphic elements and text, resulting from analysis carried out on behalf of the Customer.
4. The Customer’s License to the Service and any other material, to which the Customer acquires the right of use or copyright, is conditional upon the Customer’s payment of the remuneration agreed upon.
5. Each party shall indemnify the other party for any loss occurred due to claims from a third party that information, design, specifications, software, data and other entities, delivered by the party in question infringes third party rights.

8. Damages

1. The parties are liable in damages in accordance with the general rules of Danish law.
2. However, Enalyzer is not liable for indirect loss, including loss of data. Thus, Enalyzer is i.e. not liable for any acts carried out on the basis of analysis prepared by way of the Service.
3. Enalyzer’s liability in damages under this Agreement is limited to the amount paid to Enalyzer by the Customer, under the Agreement for a period of 12 months prior to the accrual of the claim.

9. Force majeure

1. The parties are in no case liable for the performance of agreements to which these terms of business apply, if the failure to perform is due to force majeure. Force majeure shall mean situations such as strike, lockout, rebellion, acts of war, disease epidemics, natural disasters and fire, outside the Parties control and which the Parties, when signing the Agreement, neither could foresee, nor ought to have avoided or overcome.

10. Confidentiality

1. Each party undertakes to keep know-how, business secrets, personal and customer information or other confidential information, confidential.
2. The duty of confidentiality does not apply to information, which was available to the public at the time of disclosure, or if the other party can prove that the party receiving such information was already familiar with the information when receiving it, or if the information in question was otherwise lawfully available to the recipient at this point in time.
3. Each party undertakes, in respect of the other party, to impose a similar duty of confidentiality on employees and sub-suppliers.

11. Breach

1. No refund shall take place in case of termination on the part of the Customer.
2. The Subscription can be cancelled immediately in case of the material breach on the part of the other party, which has not been remedied within the expiry of a written notice of thirty days from the party in breach. Material breach occurs if: a) the Customer uses the Service contrary to their purpose, b) the Customer unlawfully copies trademarks, software or other items belonging to Enalyzer, c) the Customer disregards the obligations provided by clause 5 of the Subscription.
3. In case of cancellation due to the Customer’s material breach any prepaid amounts are not refunded. In case of cancellation due to material breach on the part of Enalyzer, or if the Agreement is terminated by Enalyzer, any prepayments in respect of the actual Subscription Period will be refunded on a pro rata basis. Beyond this, the Customer is not entitled to any refunds in connection with cancellation.
4. If the Customer wishes to object to a defect in the Service, this must take place without undue delay and one week at the latest following the occurrence of the defect.
5. Enalyzer cannot be held liable for any defects in the Service to which the Customer has not objected six months at the latest after the Service being delivered to the Customer.

12. Assignment

1. The Customer is not entitled to assign its rights or obligations under the Subscription to any other party.
2. Enalyzer is entitled to assign its rights and obligations under the Subscription to any bona fide third parties.

13. Venue and governing law

1. Any disputes related to this Subscription, or agreements to which these terms of Subscription apply, shall be brought before the courts, with City Court of Copenhagen as the court of first instance.
2. Danish substantive law shall apply.