Terms and conditions

De følgende vilkår og betingelser regulerer al brug af OpenDIMS samt alt indhold, tilhørende produkter og tjenester tilgængelige på eller gennem hjemmesiden (”Tjenesten”).

Tjenesten tilbydes under forudsætning af din accept uden forbehold af alle vilkår og betingelser samt alle øvrige regler, love, politikker (herunder, uden begrænsning, OpenDIMS’ Privatlivspolitik) og procedurer, der kan blive offentliggjort fra tid til anden på denne hjemmeside (samlet benævnt ”Aftalen”). Tjenesten ejes og drives af OpenDIMS ApS.

Læs venligst Aftalen grundigt, før du bruger Tjenesten. Ved at bruge nogen del af Tjenesten accepterer du at være bundet af betingelserne i denne Aftale. Hvis du ikke accepterer alle vilkår og betingelser i denne Aftale, må du ikke tilgå Tjenesten. Disse vilkår og betingelser skal anses som et tilbud fra OpenDIMS, og accept er udtrykkeligt begrænset til disse vilkår.

1. General terms and conditions

  • 1.1 The Terms shall apply to OpenDIMS’ provision of operational services to the Customer.
  • 1.2 The agreement between OpenDIMS ApS and the Customer consists of the Agreement Documents:
    • – The offer document (not required)
    • – Data processing agreement
    • – These general terms and conditions for OpenDIMS ApS SaaS solutions (the Terms)
  • 1.3 All contractual documents, cf. clause 1.2, shall be interpreted together as the parties’ entire agreement. If the parties have agreed on special terms regarding OpenDIMS ApS SaaS solutions, this must be specifically stated in the Offer Document to be agreed. These General Conditions of Operation shall prevail over other contractual documents except for any specifically agreed terms in the Offer Document which shall prevail over the Terms. Any provisions in OpenDIMS ApS sales material etc. that are not repeated in the Agreement documents are not binding on the Parties. However, the Data Processing Agreement takes precedence in relation to the regulation of OpenDIMS ApS processing of data on behalf of the Customer. When a customer has created an agreement/contract/account in OpenDIMS, it is considered an accepted agreement between OpenDIMS and the customer, whereby the agreement is considered concluded.

2. Definitions

2.1 In the Agreement, the following definitions shall apply:

  • The Agreement means the entire agreement between the Parties consisting of the Agreement documents.
  • Agreed Hours of Operation means 24/7 unless otherwise agreed in the Offer Document.
  • Agreement Document(s) means the documents specified in clause 1.2 of the Terms.
  • Agreed Support Hours means OpenDIMS’ office hours as stated on OpenDIMS’ website OpenDIMS.com.
  • Payment Period means a period that the Customer has paid to have OpenDIMS ApS SaaS solutions made available.
  • OpenDIMS ApS means OpenDIMS ApS (CVR number: DK43782495), Rømersvej 4, 7430 Ikast, Denmark
  • OpenDIMS ApS SaaS solutions means the software platform that is made available to the Customer in accordance with the Agreement.
  • OpenDIMS ApS SaaS solutions means OpenDIMS’ software platform available at any time. The current specifications for OpenDIMS ApS SaaS solutions are stated on OpenDIMS’ website OpenDIMS.com.
  • Customer means the customer specified in the Offer Document as customer with any affiliated companies.
  • Downtime means periods within the Agreed Operating Time when the Operating Environment is unavailable, except for notified service windows.
  • Parties means OpenDIMS ApS and the Customer. OpenDIMS ApS and the Customer may be referred to collectively as the Parties and individually as (a) Party(ies).
  • SLA means any agreed service targets as specified in the Offer Document.
  • The Offer Document means the selected package and features, Agreed Uptime and prices with any SLA.
  • The Terms shall mean these general conditions of operation, which are an integral part of the Agreement.

3. SaaS

  • 3.1 OpenDIMS ApS shall deliver the SaaS services to the Customer with agreed features and capacity as specified in the Offer Document. Additional services are purchased through supplementary agreements. The Supplemental Agreements shall be considered an integral part of the Agreement and the terms of the Agreement shall also apply to the Supplemental Agreements.
  • 3.2 OpenDIMS ApS will strive to ensure that the Operating Environment is available to the Customer at all times. If the Parties have agreed SLA regarding the Operating Environment, this is stated in the Offer Document. OpenDIMS ApS is entitled to temporarily suspend Customer’s access to the Operating Environment in connection with bug fixes, preventive maintenance or security updates regarding the Operating Environment. OpenDIMS ApS strives to keep the period when access to the Operating Environment is closed as short as possible considering the work required. Downtime in the Operating Environment that has been notified to the Customer with at least 3 days’ prior written notice for the purpose of preventive maintenance and security updates (service windows) is not included in the calculation of Downtime. Similarly, Downtime due to emergency service with 1 hour notice is not included in the calculation of Downtime. Urgent service will typically be service caused by urgently recommended security patches recommended installed by third-party vendors.

4. Use by the customer

  • 4.1 The Customer may dispose of OpenDIMS ApS SaaS solutions with respect to the Agreement. Customer’s organization and administration of data and software in the Operating Environment is Customer’s responsibility.
  • 4.2 The Customer must take all reasonable precautions to ensure that the Customer’s use of OpenDIMS ApS SaaS solutions complies with applicable law, third party rights, and that the Customer’s use complies with good IT practices around the Internet and the Customer or persons granted rights to the Operating Environment by the Customer do not upload viruses, malware, etc. or other files or software that may affect OpenDIMS ApS SaaS solutions.
  • 4.3 OpenDIMS ApS may at any time request the Customer to delete files, data or other information in OpenDIMS ApS SaaS solutions if their placement in OpenDIMS ApS SaaS solutions may give rise to OpenDIMS ApS being faced with a case of legal infringement or otherwise incur a sanction or liability to third parties. Similarly, OpenDIMS ApS may at any time request the Customer to delete software or files that affect OpenDIMS ApS SaaS solutions (It may be malware, etc.). If the Customer does not immediately comply with OpenDIMS’ request, OpenDIMS ApS is entitled to delete the files in OpenDIMS ApS SaaS solutions without the Customer’s involvement.
  • 4.4 OpenDIMS ApS cannot be expected to deal with disputes between the Customer and third parties / authorities. If third parties or authorities make claims against OpenDIMS ApS as a result of the Customer’s use of the Operating Environment, the Customer must take over the handling of the case against third parties and indemnify OpenDIMS ApS for any loss in this connection. OpenDIMS ApS may also request the Customer to provide a security chosen by OpenDIMS ApS for OpenDIMS ApS’ potential losses resulting from claims against OpenDIMS ApS regarding the Customer’s use of the Operating Environment.

5. Support

  • 5.1 OpenDIMS ApS provides support regarding OpenDIMS ApS SaaS solutions within the Agreed Support Time. Outside of agreed operating hours, reference is made to 24-hour security, which, against payment of a consulting hourly rate at OpenDIMS’ hourly rates applicable at any time, can handle general support regarding the operating environment.

6. Safety and security

  • 6.1 OpenDIMS ApS risk management is based on a documented and regularly updated risk and vulnerability assessments of OpenDIMS ApS SaaS solutions. OpenDIMS ApS performs ongoing risk assessments of current risks, including changes in OpenDIMS’ own organizational conditions or impending changes to the technology and infrastructure used. OpenDIMS ApS SaaS solutions are thus protected with reasonable, up-to-date and updated protection against illegal electronic or physical intrusion, vandalism, theft, hacker attacks, computer viruses and other similar security breaches that may jeopardize OpenDIMS ApS SaaS solutions or give unauthorized access to OpenDIMS ApS SaaS solutions.
  • 6.2 OpenDIMS ApS annually documents its compliance with security and quality standards through an ISAE 3402 audit statement regarding OpenDIMS ApS SaaS solutions operation.
  • 6.3 If a security breach is detected, the Customer will be notified immediately and no later than 48 hours after OpenDIMS ApS has become aware of the breach, with a full description of the security breach and the consequences thereof, so that the Customer can fulfill its obligations to notify those entitled to notification within the deadlines that the Customer is required to meet.

7. Monitoring and reporting

  • 7.1 OpenDIMS ApS monitors and logs the operation of OpenDIMS ApS SaaS solutions. Furthermore, OpenDIMS ApS monitors security risks, resolve errors regarding OpenDIMS ApS SaaS solutions.
  • 7.2 OpenDIMS ApS delivers a warning to the Customer if the Customer’s consumption of OpenDIMS ApS SaaS solutions approaches an agreed maximum capacity.

8. Guaranteed availability (SLA)

  • 8.1 The parties have stated in the Offer Document whether OpenDIMS ApS guarantees an availability for the Operating Environment. OpenDIMS ApS has standard guaranteed availability: 99.9%

9. Confidentiality

  • 9.1 The Parties undertake to keep all material and information exchanged between the Parties in connection with the negotiations and subsequent cooperation strictly confidential and in no way publish or disclose such information, or any part thereof, to third parties. If the Parties are in dispute negotiations or any other conflict situation, the Parties undertake to keep this strictly confidential.
  • 9.2 Notwithstanding the above, OpenDIMS ApS is however entitled to use the Customer as a reference if consent is obtained from the customer.
  • 9.3 The Customer and OpenDIMS ApS agree that this clause 9 constitutes an independent agreement between the Customer and OpenDIMS ApS, which is valid for 5 years after termination of the Agreement.

10. Rights and entitlements

  • 10.1 OpenDIMS ApS retains its rights to OpenDIMS ApS SaaS solutions. The Customer’s access to OpenDIMS ApS SaaS solutions is thus limited to a right of use according to the terms of the Agreement, which is limited in time to the period of the Agreement. The customer can use OpenDIMS ApS freely between the customer’s own companies and business partners.
  • 10.2 The Customer retains full rights to content, files, data, etc. OpenDIMS ApS thus acquires no rights to the Customer’s data or other material. However, OpenDIMS ApS may grant a right of retention in the Customer’s data or other material if the Customer breaches its obligations under the Agreement.

11. personal data

  • 11.1 The Customer is the data controller regarding the processing of personal data in OpenDIMS ApS SaaS solutions. OpenDIMS ApS is the data processor, and OpenDIMS ApS only processes personal data on instructions from the Customer. The parties have entered into a data processing agreement regarding OpenDIMS’ processing of personal data for the Customer. The Data Processing Agreement is part of the Agreement Documents.
  • 11.2 Customer shall ensure that Customer’s processing of personal data in the Operating Environment complies with applicable legislation regarding the processing of personal data. OpenDIMS ApS shall implement appropriate technical and organizational security measures to prevent personal data from being accidentally or illegally destroyed, corrupted, disclosed, transmitted or otherwise compromised in accordance with Danish legislation on the processing of personal data.
  • 11.3 Customer has specified in the Data Processing Agreement which categories of data Customer processes in the Operating Environment. The Customer declares that the Customer has taken the necessary technical and organizational security measures and that the security level purchased in the Agreement is sufficient in view of the Customer’s risk assessment in relation to the nature of the Customer’s processing of personal data. It is Customer’s responsibility to change Customer’s organizational and technical security in Customer’s software etc. in the Operating Environment if Customer changes its risk assessment regarding Customer’s processing of personal data in the Operating Environment. The Customer is obliged to immediately notify OpenDIMS ApS of any need for additional security in the Operating Environment. OpenDIMS ApS is entitled to adjust the agreed remuneration in accordance with the changed security needs.
  • 11.4 The Customer shall indemnify OpenDIMS ApS for any loss or compensation that OpenDIMS ApS may be required to pay as a result of the Customer’s processing of personal data in the Operating Environment, unless the Customer can prove that the damage is caused intentionally or grossly negligent by OpenDIMS ApS or OpenDIMS ApS employees.
  • 11.5 OpenDIMS ApS assists the Customer – taking into account the nature of the processing – in fulfilling the Customer’s obligation as data controller to contact supervisory authorities and respond to inquiries from supervisory authorities or requests for the exercise of data subject rights arising from the Data Protection Regulation. The Customer shall bear all costs associated with such assistance unless otherwise explicitly agreed in the Offer Document. The assistance provided by OpenDIMS ApS to the Customer shall be remunerated at the hourly rates for consulting services at OpenDIMS ApS applicable at any time.

12. prices and payment terms

  • 12.1 Prices for SaaS solutions are stated on the Website, in writing and/or in the Offer Document. The prices are stated exclusive of VAT and any taxes.
  • 12.2 OpenDIMS ApS is entitled to adjust license prices according to the net price index and product development. However, this must be notified at least 4 months in advance and regardless of the customer’s binding period, the customer is entitled to terminate the agreement on the basis of price adjustment.
  • 12.3 Invoicing of the Customer for operational services takes place for a Payment Period. A Payment Period constitutes 12 months’ remuneration, unless otherwise agreed in the Offer Document. The Customer is obliged to pay no later than 30 days after receipt of the invoice. In the event of any late payment, OpenDIMS ApS is entitled to interest of 2% of the invoice amount per month from the last due payment date until payment is made. OpenDIMS ApS is also entitled to temporarily close the Customer’s access to the Operating Environment if the Customer has not paid an invoice from OpenDIMS ApS after two demands for payment.
  • 12.4 Any other services, e.g. consultancy services or changes, will be invoiced in accordance with what has been agreed or as soon as possible.
  • 12.5 For all SaaS solution from OpenDIMS ApS applies: When terms of sale or terms of trade are accepted and a subscription is created by the customer, this counts as an acceptance of the price of the subscription. Subscription is invoiced for a minimum of 1 month unless otherwise stated in writing from OpenDIMS ApS (e-mail, contract or offer document), which is available at both parties. The subscription becomes effective upon acceptance of the terms and conditions from OpenDIMS ApS.

13. subcontractors

  • 13.1 OpenDIMS ApS is entitled to use subcontractors for the provision of operational services under the Agreement, and the Customer hereby gives OpenDIMS ApS general consent to use sub-processors for the provision of operational services, as specified in the data processing agreement.

14. force majeure

  • 14.1 In the event of force majeure, a Party’s obligations under the Agreement are suspended for the duration of the force majeure situation to the extent that the Party’s performance of its obligations is prevented by the force majeure situation.
  • 14.2 Force majeure covers circumstances of a particularly qualified nature that are beyond the Party’s control and which the Party should not have taken into account prior to entering into the Agreement, nor should it have avoided or realized after entering into the Agreement. The following circumstances, among others, are considered force majeure:
    • 14.2.1 Lightning, flooding, fire, overloading of or faults in internal and external network connections,
    • 14.2.2 Strike or other labor dispute at the Customer or the Supplier,
    • 14.3 If a force majeure situation lasts for more than 30 days, or if the force majeure situation is of such a nature or duration that performance of the Agreement must be considered impossible, the other Party is entitled to terminate the Agreement in whole or in part. Neither Party may assert any claim in connection with this.

15. limitation of liability

  • 15.1 OpenDIMS ApS’ liability is limited to direct loss, and OpenDIMS ApS is not liable for lost earnings, loss of production, loss or restoration of data, defective data, destruction of data, increased use of internal or external resources, loss of reputation or goodwill or other indirect damage/loss. OpenDIMS’ total liability for damages under the Agreement is limited to an amount corresponding to remuneration for three (3) months for operational services and to an amount corresponding to remuneration for one (1) month for operational services per event relevant to compensation. Any penalty amounts, cf. clause 8, are included in the calculation of the compensation under the Agreement.
  • 15.2 Unless otherwise explicitly agreed in the Offer Document, OpenDIMS ApS is not liable for losses incurred as a result of system crashes, power outages, unauthorized access, disruptions, changes due to technical or operational reasons, including errors and defects in OpenDIMS ApS SaaS solutions, hardware or unforeseen and external circumstances imposed by regulatory authorities.
  • 15.3 OpenDIMS ApS is not liable for defects and the Customer is not entitled to a proportionate reduction for defects, unless the Customer has given OpenDIMS ApS prior notice and OpenDIMS ApS has not been able to remedy the defects after a reasonable notice of not less than 10 days from the date of OpenDIMS’ receipt of the Customer’s claim.

16. announcements

  • 16.1 A Party may give notice with binding effect on the other Party to the address, including by e-mail, specified in the Offer Document.

17. duration of the agreement

  • 17.1 Unless otherwise agreed in the Offer Document, the Agreement shall enter into force upon signature. The Agreement shall continue until terminated in accordance with clause 17.2 or 17.3 below.
  • 17.2 The Customer may terminate this Agreement at any time by giving one month’s notice to terminate at the end of a Payment Period, and the Agreement may be terminated at the end of the first Payment Period at the earliest.
  • 17.3 The Customer may only terminate the Agreement if OpenDIMS ApS is in material breach of its obligations under the Agreement and has not remedied the material breach after a notice of 14 days. OpenDIMS ApS may terminate the Agreement if the Customer is in material breach of its obligations under the Agreement, including if the Customer, after a third demand for payment, has not paid the remuneration due under the Agreement.

18. Termination

  • 18.1 In the event of full or partial termination of the Agreement, regardless of the reason for termination, OpenDIMS ApS is obliged to assist the Customer to a reasonable and necessary extent in connection with the Customer’s repatriation and/or transfer to other suppliers. The assistance must be provided as soon as possible and, to the extent possible, before the termination date.
  • 18.2 OpenDIMS’ consultancy assistance in connection with the termination of the Agreement is settled according to time spent at OpenDIMS ApS’ hourly rates for consultancy assistance applicable from time to time. OpenDIMS ApS is entitled to demand prepayment of its consultancy assistance to the Customer if this is reasonably justified by the Customer’s circumstances, e.g. as a result of the Customer’s lack of payments, and wait with its assistance under clause 18.1 until payment for the consultancy assistance and any other amount due regarding operating services has been received.
  • 18.3 Unless otherwise agreed, the Customer’s data, files and software etc. in the Hosting environment will be deleted when the Agreement terminates.

19. Betaling og fornyelse

  • 19.1 You agree to pay OpenDIMS the monthly or annual fees indicated for the Service. Payments are collected in advance on the day you sign up and cover use of the Service for the specified monthly or annual subscription period. Fees are non-refundable.
  • 19.2 Automatic Renewal: Unless you notify OpenDIMS before the end of the current billing cycle that you want to cancel your subscription, it will automatically renew. You authorize us to collect the applicable annual or monthly subscription fee (as well as any applicable taxes) using any credit card or other payment method you have specified in the Service. If over time a customer uses more than what their subscription covers, OpenDIMS reserves the right to upgrade the account and inform the customer of this.
  • 19.3 Price and payment terms: The prices applicable from time to time are stated on OpenDIMS.com. Prices are stated exclusive of VAT and in Danish kroner (DKK). OpenDIMS reserves the right to change the composition, content and prices of products and subscriptions with notice by e-mail or by posting on our website. If you make use of additional services or extended functions, you also accept that these additional services or extended functions must be paid for separately. Upon payment in connection with subscription renewal and/or additional services, an invoice for the purchase will be sent to the billing email address provided on the account.
  • 19.4 Refund: OpenDIMS does not provide refunds or credit for partially used months of Premium subscription. Upon termination, the customer is also obliged to pay issued and unpaid invoices at the time of termination.
  • 19.5 Right of withdrawal: The service is not covered by the statutory 14-day right of withdrawal, as the delivery is digital and the service is thus delivered at the time of payment.
  • 19.6 Termination and expiration: To cancel a subscription to your OpenDIMS account, you must switch your subscription to a free version. An email or phone call to us is not considered an official termination.
  • 19.7 Resale: Reselling OpenDIMS and functionality from accounts is not permitted. All customers must have their own account and it is not allowed to combine several customers into one large reseller account or similar.

20. Choice of law and jurisdiction

  • 20.1 The Agreement and its interpretation shall be governed by Danish law and by the Danish courts.
  • 20.2 The venue is Herning.