Corporate Buyer’s Subscription Terms and Conditions for use of the Youandx platform

    1.1 These subscription terms and conditions (“Terms and Conditions”) are accepted by signing the contract with Youandx, or by using the application or services and apply between Youandx ApS company registration no. DK- 39046865 (“Youandx”) and the entity agreeing to these terms. If you are accepting on behalf of your employer or another legal entity, you warrant that you have the full legal authority to bind the entity to the customer (“the Customer”). This is a business-to-business service only and there is no intention to create a contract with any consumer.
    2.1 The subscription becomes effective upon placement of an order and will continue to be in effect until terminated in accordance with these Terms and Conditions.

    2.2 The first invoicing period runs from the order confirmation date and three months ahead, except if another period is agreed upon by both parties. After that, invoicing takes place automatically every quarter in advance on the previous order confirmation date, except if another period is agreed upon by both parties. 
    3.1 In accordance with these Terms and Conditions, the Customer is granted a non-exclusive limited right to use the Youandx web platform, services, and any selected additional modules (collectively the “Application”) which are made available online. The Customer does not acquire the Application or any copy or part and is not granted a license to implement the Application in any way other than as a web platform,

    3.2 The Customer’s subscription entitles the Customer to use the Application for the number of entries, users, additional modules, etc. specified for each subscription type. If the Customer needs further capacity or functionality, then upon the use of any additional entries, without prior registration of users or modules by the Customer, or upon any acceptance by Youandx of any requested increase to entries, users or modules, the subscription will be upgraded automatically and the Customer shall agree to pay the consequential increase in the subscription at the current rates for such entries, users and modules.

    3.3 The Application itself, Youandx’s website, and web platform provides a list of subscription types as well as a list of additional technical features and services applicable to the different operational systems. Some functionalities and services may be subject to separate terms and conditions, which must be accepted in addition to these Terms and Conditions before use.

    3.4 Only the Customer and its representatives are entitled to use the Application, and the Application may not be used for or on behalf of any other parties or for data processing or the provision of services for other parties than the Customer. The Customer agrees to be fully responsible and liable for any third parties that are given access to the Application by the Customer or who use the Customer’s login details.

    3.5 Other than as set out in 3.4, the Customer is not entitled to assign the subscription or grant access to the Application, whether in full or in part, to any third party.

    3.6 The Customer shall ensure that the Application is not used in any manner which reflects adversely upon the name, reputation, and/or goodwill of Youandx or in breach of any applicable law or regulation. 
    4.1 The terms of payment are net 30 days after the invoice date.

    4.2 If the subscription fee is not paid when due, reminder 1 will be sent after the invoice due date without a reminder fee. If the subscription fee remains unpaid, a second reminder will be sent with an added charge of €15.00. If payment is not received after reminder 2, a third reminder will be sent with an added charge of €20.00. If payment is still not received after reminder 3, a fourth and final reminder will be sent with an added charge of 5% of the original invoiced amount as well as access to the Application being blocked. Access to the Application will be unblocked after receipt of payment.

    4.3 The Customer accepts that invoices and reminders sent by email to the email address provided by the Customer shall be deemed delivered when sent by Youandx.

    4.4 The prices, rates and subscription types in force from time to time can be found on Youandx’s website and may be changed with one month’s notice. All prices are excluded VAT, which shall be applied at the prevailing rate. 
    5.1 By using the Application, the Customer may terminate the subscription, reduce the services or number of users subscribed to, and remove additional modules etc., at any time with effect from the last day of the current subscription period. Youandx cannot refund any subscription fee for the remaining time period if the subscription is terminated in the middle of a subscription period. Information on termination from the Customer must be received before the invoice is issued for a new period. Access to the Youandx Application is removed by the end of the paid period.

    5.2 Youandx is entitled to terminate the subscription at the end of any calendar quarter by giving 3 months’ notice or immediately on written notice if the Customer commits a material breach of these Terms and Conditions or becomes insolvent or has a receiver or administrator appointed over its assets. 
    6.1 As between the parties, the Customer shall own any and all data it provides to Youandx or the Application. The Application permits the Customer to export records and data held by the Application and the Customer agrees to export any and all data prior to termination of the subscription. Where the subscription expires or is terminated by the Customer, Youandx shall use reasonable commercial endeavors to permit the Customer to use the export function in the period of 10 days after such termination.

    6.2 Youandx reserves the right to delete Customer data 90 days after termination of the subscription regardless of the reason for termination, and Youandx is not obligated to store any Customer data after such time.

    6.3 Youandx shall be entitled to store Customer data after termination in anonymized form for statistical and analytical purposes only.

    6.4 Youandx may disclose Customer data to third parties and public authorities where such disclosure in Youandx’s opinion is justifiable and reasonable, e.g. to avoid a loss of value, including in connection with judgments, public authority orders, the Customer’s bankruptcy, death or the like. 
    7.1 Youandx strives towards the highest possible operational stability, but shall not be responsible or liable for any breakdowns or service interruptions, including interruptions caused by factors beyond Youandx’s control, such as power failures, defective equipment, Internet connections, telecoms connections or the like. The Application and the service are provided “as is” and Youandx expressly disclaims any further representations, warranties, conditions or other terms, express or implied, by statute, collaterally or otherwise, including but not limited to implied warranties, conditions or other terms of satisfactory quality, fitness for a particular purpose or reasonable care and skill.

    7.2 In the event of an interruption of service, Youandx will use reasonable commercial endeavors to restore normal operations as soon as possible.

    7.3 Planned interruptions will mainly take place between 21:00-06:00 CET. If it becomes necessary to interrupt access to the Application outside this period of time, the Customer will be notified in advance, if possible. 
    8.1 Youandx may update and improve the Application on a continuous basis. Youandx may also change the composition and design of the Application and services. Any such changes may be with or without notice and may affect the prior results or information uploaded to or provided by the Application. 
    9.1 The Application and any information provided by it, other than the Customer’s data, is protected by copyright and other intellectual property rights and is owned by or licensed to Youandx. Any development or adaptations made to such intellectual property by Customer shall vest in Youandx. The Customer shall notify Youandx of any actual or suspected infringement of Youandx’s intellectual property rights and any unauthorized use of the Application that the Customer is aware of.

    9.2 No intellectual property rights are assigned to the Customer.

    9.3 In relation to any and all material uploaded by the Customer and any and all Customer data, the Customer grants to Youandx, its suppliers, and sub-contractors, a non-exclusive worldwide irrevocable license to provide the Application and related services including marketing services to the Customer. The Customer represents and warrants that no uploaded material or Customer data will infringe third party rights or intellectual property rights and will not contain any material that is obscene, offensive, inappropriate or in breach of any applicable law. 
    10.1 Youandx is entitled to assign its rights and obligations vis-à-vis the Customer to a group company or to a third party.

    10.2 The Customer accepts that Youandx is entitled to use subcontractors in all matters, including for the implementation and operation of the Application and the storage of Customer data.
    11.1 Youandx disclaims all liability and shall not be liable in contract, tort (including negligence), statutory duty, pre-contract or otherwise arising out of or in connection with these Terms and Conditions or the Application for any (a) consequential, indirect or special loss or damage; or (b) any loss of goodwill, reputation or data; or (c) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings). In each case whether advised of the possibility of such loss or damage and howsoever incurred.

    11.2 Youandx is not liable for third party solutions that are available via and/or integrated with the Application, including external data feeds, scan functions, etc. Consequently, Youandx cannot be held liable for the correctness, completeness, quality, and reliability of the information or for the results which are achieved by means of such third-party solutions. Moreover, Youandx cannot be held liable for the availability, security or functionality of such third-party solutions, including for any damage and/or loss caused by such third-party solutions. The Customer is responsible for proving that a loss or damage suffered by the Customer is not attributable to any third-party solutions.

    11.3 The maximum liability of Youandx in contract, tort (including negligence), statutory duty, or otherwise arising out of or in connection with the Terms and Conditions or the Application; shall, in respect of any one or more events or series of events (whether connected or unconnected) taking place within any twelve-month period, be limited to the Fees paid by Customer in such period or €2,000, whichever is the greater.

    11.4 The Customer undertakes to indemnify Youandx against any costs due to product liability loss, third party loss, or other third party claims due to the Customer’s use of the Application.

    11.5 Nothing in this Agreement shall exclude or limit liability for death or personal injury or for fraud.
    12.1 Youandx will only process Customer data in accordance with the Customer’s instructions and not for its own, unauthorized purposes.

    12.2 Youandx will keep confidential all of the Customer’s confidential information that the Customer provides to Youandx save to where such information has come into the public domain other than by breach of this clause, or where Youandx has obtained the information from a third party without a duty of confidence or where it is required to be disclosed by a regulatory or government body or court of competent jurisdiction.

    12.3 Youandx shall take all necessary technical and organizational security measures to ensure the safe and secure processing of any Customer data. Youandx shall comply with its obligations under the EU General Data Protection Regulation.

    12.4 At the Customer’s request, Youandx will provide sufficient information to enable the Customer to ensure that the said technical and organizational measures have been taken. Youandx shall be permitted to charge the Customer for such work at its standard rates.

    12.5 The Customers information is stored in the Application and/or at Youandx’ cloud servers.

    12.6 Where the Customer provides information, user names, or passwords in relation to any third-party information feed or service to Youandx, the Customer shall warrant that the provision of such information or the integration of the Application with such third-party feed or service or the storage and use by Youandx of such information shall not breach the terms and conditions for such service or any other third-party rights. The Customer shall indemnify and hold harmless Youandx from any and all loss, damage, cost, and expense arising from breach of this clause. 
    13.1 Youandx may update these Terms and Conditions from time to time. The current version of the Terms and Conditions in force are available on Youandx’s website. Youandx shall endeavor to provide reasonable notice of any changes by posting such changes on the web site. Further use of the Application after any change to the Terms and Conditions shall be deemed to be acceptance of such Terms and Conditions. It is the Customer’s responsibility to check the website regularly to keep updated on any changes to these Terms and Conditions. 
    14.1 These terms and conditions shall be construed in accordance with the laws of Denmark and each party hereby irrevocably submits to the non-exclusive jurisdiction of the courts of Copenhagen, Denmark.
  15.  GENERAL
    15.1 Relationship: Nothing in this Agreement shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties nor shall it be deemed to grant any authority not expressly set out in the Agreement or create any agency between the parties.

    15.2 Entire agreement: Each party confirms that this Agreement sets out the entire agreement and understanding between the parties and that it supersedes all previous agreements, arrangements, and understandings between them relating to the subject matter of the Agreement. Each party confirms that it has not relied upon any statement, representation, or understanding that is not an express term of this Agreement and shall not have any remedy in respect of any statement, representation, or understanding which is not an express term unless made fraudulently.

    15.3 Waiver: No failure or delay exercise by any party in exercising any right, power or remedy under this Agreement will operate as a waiver of that or any other right, power or remedy nor will any single or partial exercise by either party of any right, power or remedy preclude any further exercise of any other right, power or remedy.

    15.4 Rights of Third Parties: Nothing in this Agreement shall create or confer any rights or other benefits in favor of any person other than the parties to this Agreement.

    15.5 Validity: These Terms and Conditions become effective on September 22, 2022, and supersede all previous terms and conditions.