Terms and Conditions

1. General

1.1 These general terms and conditions ("Agreement") has been entered into between the company representative ("User") creating a profile on behalf of a company ("End-user") on AUTOBUDGETS's platform and AUTOBUDGETS ApS ("AUTOBUDGETS"), Business Registration Number DK43914669.

1.2 The Agreement sets out the terms and conditions applicable to the End-user's use of AUTOBUDGETS's service ("Service(s)") made available according to this Agreement.

1.3 AUTOBUDGETS provides the End-user with a graphically illustrated overview of data provided by the End-user, e.g. bookkeeping data, accounting data, and budget data, concerning the End-user and/or other End-users in accordance with the terms and conditions set out in this Agreement.

1.4 The End-user can choose to share its data with other End-users in the Service, investors, accountants, bookkeepers and/or invite new End-users to the Service. Each End-user must have entered into a separate agreement with AUTOBUDGETS. Information is shared through the Service solely on the End-user's own initiative, and responsibility, and requires that any other End-user has entered into a separate Agreement with AUTOBUDGETS concerning the use of the Service.

1.5 By using the Service made available to the End-user, the End-user does not accept that the data provided in the Service is included in external statistics.

1.6 By using the Service made available to the End-user, the End-user accepts that AUTOBUDGETS may use anonymized bookkeeping information, financial data, industry data, or similar information or data, for the purpose of general internal statistics and anlysis, scientific purposes, industrial forecasts, and to further develop and optimize new products and services in general. AUTOBUDGETS will never share data with external parties.

1.7 The End-user accepts being bound by the terms and conditions of the Agreement by accessing, using, or otherwise utilising the Service. Where the End-user does not accept this, the End-user is not entitled to access, use, or otherwise utilise the Service.

2. Grant of licence

2.1 Subject to the End-user's acceptance of and compliance with the terms and conditions of this Agreement, including without limitation the obligations to complete the user registration and pay any applicable licence fees to AUTOBUDGETS, AUTOBUDGETS hereby grants to the End-user a limited, personal, non-exclusive, fixed-term, non-perpetual and non-transferable right to let Users use the Service solely for the purpose of enabling the End-user to access and use the Service for the End-user's own internal operations.

2.2 Except as expressly stated in clause 2.1, the End-user is not granted any rights whether directly or indirectly to access, use or otherwise exploit the Service.

2.3 All rights not expressly granted are reserved by AUTOBUDGETS.

3. Restrictions and limitations

3.1 The End-user is not entitled to reverse-engineer the Service or in any other manner attempt to investigate, modify, or recreate the source code and/or its structural framework and/or the principles on which the Service is based except as otherwise expressly permitted under mandatory applicable law.

3.2 The End-user is not entitled to copy, distribute, make available, sub-licence, rent, lend, or otherwise dispose of the Service except as otherwise expressly set out in this Agreement.

3.3 The End-user is not entitled to alter, modify or otherwise change the Service made available under this Agreement and the End-user is thus only entitled to access and use the Service in the state as made available by AUTOBUDGETS.

3.4 The End-user is not entitled to exploit the Service for the purpose of accessing or attempting to access any third party content or in any other manner exploit or attempt to exploit the Service in a manner not intended pursuant to this Agreement or otherwise contrary to any third-party rights.

3.5 The End-user is not entitled to alter or remove any marks and notices concerning copyright, patents, trademarks or other rights placed on, applied to, or otherwise implemented in the Service.

3.6 The End-user is under an obligation to ensure that the End-user has obtained all necessary rights and/or title to any and all information prior to any storage and processing of the information in question using the Service. Without limiting the generality of the aforesaid, the End-user may under no circumstance process and/or store information contrary to (i) any third-party rights, including intellectual property rights and/or (ii) applicable legislation. AUTOBUDGETS is entitled, but not obligated, to delete information that at the sole discretion of AUTOBUDGETS constitutes a breach of these requirements by the End-user, and the End-user is not entitled to any compensation in that respect.

3.7 The End-user is obligated to act in accordance with any instructions and requests from AUTOBUDGETS that the End-user is to remove any information stored by the End-user from using the Service.

4. Upgrading, support and maintenance etc.

4.1 AUTOBUDGETS undertakes no obligations to provide any updates, support and/or maintenance to the End-user according to this Agreement. The End-user acknowledges and accepts that the End-user has sole responsibility for investigating and assessing the Service in order to ensure that the Service (i) can operate and function in conjunction with the End-user's IT systems and needs including without limitation the End-user's hardware and software and (ii) may be accessed and used by the End-user in such a way that no risk of damage to the End-user's IT systems, business or activities may occur.

4.2 AUTOBUDGETS's sole obligation under this Agreement is to make the Service available via the Internet. AUTOBUDGETS undertakes no obligation or liability with respect to the provision of telecommunication lines, Internet subscriptions or connections or any other technical means necessary in order for the End-user to be able to access and use the Service as made available via the Internet and any and all costs and risks in this respect thus remain solely with the End-user.

4.3 Notwithstanding clause 4.1, AUTOBUDGETS may at AUTOBUDGETS's sole discretion decide to make available upgrades, patches, fixes or the like in connection with the Service to the End-user and the End-user must upon notification from AUTOBUDGETS to this effect implement and use such upgrades, patches, fixes and the like.

5. Intellectual property rights

5.1 The Service is protected by copyright laws and international copyright conventions as well as other applicable legislation on proprietary rights and intellectual property rights.

5.2 AUTOBUDGETS and/or AUTOBUDGETS's suppliers own and retain any and all intellectual property rights including without limitation copyrights, patent rights, trademark rights, know-how, etc., in the Service.

6. The End-user's feedback

6.1 The End-user may provide AUTOBUDGETS with feedback based on the End-user's experiences obtained using the Service and this feedback may without limitation include information concerning usability, fault reports, test results, faults, user applicability, user friendliness, proposals for new features, etc. ("Feedback").

6.2 The End-user agrees that AUTOBUDGETS may free of charge and without any restrictions, obligations or conditions use, improve, develop, modify, alter, disclose, reproduce, make available, licence, sub-licence, transfer, distribute, market, sell and in any other manner exploit the Feedback for whatever purpose deemed appropriate by AUTOBUDGETS whether in connection with a subsequent commercial release of the Service or in connection with software, products, technologies or any other services made available now or in the future in connection with AUTOBUDGETS's business operations.

6.3 If the End-user's Feedback includes material subject to intellectual property right protection, the End-user hereby transfers free of charge, irrevocably, perpetually, and globally all such intellectual property rights and proprietary rights vested in such Feedback to AUTOBUDGETS. AUTOBUDGETS is entitled without any restrictions or obligations or conditions to pay royalty to the End-user or a third party to improve, develop, modify, alter, disclose, make available, licence, sub-licence, transfer, distribute, market, sell and in any other manner exploit such intellectual property rights in the Feedback for whatever purpose deemed appropriate by AUTOBUDGETS whether in connection with a subsequent commercial release of the Service or in connection with other software, products, technologies or any other services made available now or in the future in connection with AUTOBUDGETS's business operations. AUTOBUDGETS owns any and all rights to any derived works created by AUTOBUDGETS based in whole or in part on such Feedback. If the End-user's rights to the Feedback are not capable of being transferred under applicable mandatory law, the End-user irrevocably and unconditionally waives all enforcement rights with regard to these rights. Sections 53, 54, and 56 of the Danish Consolidated Act on Copyright (ophavsretsloven) are expressly derogated from by this Agreement and do thus not apply.

7. Registration and sign-up procedures

7.1 The right of the End-user to access and use the Service in accordance to this Agreement is in addition to the End-user's compliance with any other terms and conditions of this Agreement conditional upon the End-user performing the online registration in accordance with the guidelines set out by AUTOBUDGETS (these registration procedures and guidelines may be amended from time to time by AUTOBUDGETS at AUTOBUDGETS's sole discretion).

7.2 Once the End-user has signed up to and accepted this Agreement, Users of the End-user may use the Service via the Internet. AUTOBUDGETS is entitled to demand all information from the End-user which AUTOBUDGETS deems necessary in the signup and registration process.

7.3 Under any circumstance, the End-user guarantees that all information provided by the End-user concerning End-user is correct and the End-user must indemnify AUTOBUDGETS against any claims directed against AUTOBUDGETS as a consequence of the information provided by the End-user being incorrect or incomplete.

8. Licence fee

8.1 This Agreement is subject to the End-user's timely payment of any applicable licence fees.

8.2 The End-user must thus, to the extent AUTOBUDGETS requires payment for the use of the Service - pay any applicable Licence fees one month in advance as long as the Agreement remains into force, in accordance with AUTOBUDGETS's terms and conditions, as any prices appear on AUTOBUDGETS's website or otherwise notified to the End-user.

8.3 AUTOBUDGETS is entitled at its own discretion to at any time demand payment of a license fee or increase an already existing license fee and / or change the terms and conditions for payment of a license fee with a six (6) months' notice to the End-user. If the End-user doesn't accept the new prices of such license fee or increase of an already existing license fee and / or change the terms and conditions for payment of license fee, the End-user's only power is to terminate the Agreement in accordance with clause 15.2.

8.4 In no event will the End-user be entitled to claim any refund of licence fees already paid or accrued.

8.5 All licence fees and any other amounts are indicated in the local currency exclusive of VAT.

9. Data protection

9.1 AUTOBUDGETS's privacy policy is always available on AUTOBUDGETS's website and can be found under Privacy Policy.

10. Indemnification

10.1 The End-user must promptly notify AUTOBUDGETS in writing in the event that the End-user becomes aware of (i) any breach or alleged breach of this Agreement and/or (ii) of any claim or alleged claim concerning infringement of third party rights including intellectual property rights from any third party pertaining to the End-user's and/or the Users' use of the Service, including without limitation claims or alleged claims that data stored or distributed by the End-user and/or the Users using the Service infringes any third party rights, including intellectual property rights and/or (iii) any breach of any applicable legislation in connection with the End-user's and/or the Users' use of the Service.

10.2 The End-user must compensate, defend and indemnify AUTOBUDGETS from and against any claims, damage and loss to the extent such claims, damage or loss are a result of (i) the End-user's and/or the Users' breach of this Agreement, (ii) infringement of third party rights, including intellectual property rights and/or violation of any applicable legislation. This indemnification applies irrespective of whether claims, damage and/or loss are awarded by a court or agreed between AUTOBUDGETS and a third party.

11. Warranty limitation

11.1 AUTOBUDGETS disclaims any and all warranties, representations and conditions, whether express, implied or statutory, including without limitation any warranties, obligations or duties regarding merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, quiet enjoyment, correspondence to description, non-infringement of third party rights, workmanlike effort and lack of negligence with respect to the Service and the entire risk related to the mentioned matters thus remains solely with the End-user.

11.2 The limitations and exclusions set out in this clause 11 apply to the widest extent permitted by applicable law.

12. Limitation of liability

12.1 The liability of the parties is subject to the general rules of Danish law, save for the exceptions and limitations as expressly set out in this Agreement.

12.2 The End-user is solely responsible for ensuring that the End-user's data is correct, updated, legal and accurate. The End-user is fully liable for incorrect and incomplete data e.g. due to defective and/or lacking updating of data at the End-user or a third party. Further, AUTOBUDGETS assumes no liability concerning the correctness and/or completeness of customer data.

12.3 AUTOBUDGETS bears no direct or indirect consultancy/advisory liability and the Service is made available "as-is" and with the sole purpose of enabling the End-user to create an overview of customer data based on the information which End-users provide.

12.4 AUTOBUDGETS is not liable vis-à-vis the End-user and/or any third party for any direct or indirect loss, including, without limitation, compensation for loss of profit, operating loss, loss of data or reestablishment thereof, loss of image, product liability or any consequence of use of or failure to use the Service. The mentioned exclusions and limitations apply irrespective of whether such losses are caused by AUTOBUDGETS's actions or failures to act and irrespective of whether they can be attributed to AUTOBUDGETS as negligent (including gross and ordinary negligence) or accidental.

12.5 In addition to the exclusions and limitations, including as set out in clause 11 and clause 12 of this Agreement, AUTOBUDGETS's total aggregate liability (and irrespective of the basis of such liability) during the term of the Agreement is limited to a maximum total aggregate amount corresponding to the licence fee paid by the End-user to AUTOBUDGETS for provision of the Service in the past calendar year including all claims, if any, in a given calendar year.

12.6 AUTOBUDGETS may choose, and is thus not obligated, to make new functionality available for the End-user with the intent of testing it. AUTOBUDGETS is not liable for such new functionality, made available with the intent of testing, whether the functionality is to be implemented and made commercially available.

12.7 The limitations and exclusions set out in clause 12 apply to the widest extent permitted by applicable law.

13. Confidentiality

13.1 AUTOBUDGETS and the End-user are under strict confidentiality vis-à-vis third parties with respect to information which AUTOBUDGETS and the End-user obtain knowledge of in connection with the performance of this Agreement.

13.2 Such confidential information may only be used and kept in the course of the performance of the Agreement. The information must be protected with at least the same degree of care as the care exercised in connection with ones own confidential information, and generally at least in accordance with mandatory statutory requirements.

13.3 AUTOBUDGETS and the End-user must impose the same confidentiality on staff who are given access to the information covered by this provision.

13.4 AUTOBUDGETS and the End-user are, however, not subject to confidentiality in relation to information which (i) at the time of receipt or provision was commonly known, (ii) had become commonly known prior to the disclosure to a third party without this being caused by that party's violation of this present agreement or (iii) the party is under an obligation to disclose according to mandatory law or final judgment.

13.5 The duty of confidentiality will continue to apply after the expiry of this Agreement irrespective of the reason for such expiry.

14. Changes

14.1 AUTOBUDGETS is entitled but not obligated to continuously implement changes, updates, alterations and improvements of the functionality of the Service, but is not obligated to do so.

14.2 AUTOBUDGETS reserves the right to unilaterally change prices at six (6) months' written notice.

14.3 Where the End-user does not want to accept the updates or changes of the terms and conditions, etc., the only remedy of the End-user is to terminate this Agreement.

15. Term and termination

15.1 This Agreement takes effect when the End-user creates a named User profile for a minimum of one (1) User ("Effective Date") and runs until terminated by one of the parties in accordance with this clause 15.

15.2 Either party is entitled to terminate this Agreement for convenience giving at least six (6) months' notice to expire at the end of a month.

15.3 In the event of one party's material breach of this Agreement, the other party is entitled to terminate the Agreement with immediate effect. Without limiting the generality of the aforesaid, the End-user's failure to comply with terms and conditions of the Agreement will be considered material breach entitling AUTOBUDGETS to terminate the Agreement with immediate effect.

15.4 Upon expiry of the Agreement and irrespective of the reason for such expiry, the End- user must cease using the Service immediately. AUTOBUDGETS is entitled to cut off the connection to and delete all information stored at the time of the expiry of the Agreement. The End-user accepts that AUTOBUDGETS in the event of expiry of the Agreement irrespective of the reason for such expiry is entitled to delete the End-user.

15.5 Upon expiry of the Agreement and irrespective of whether such expiry is due to termination for convenience or termination for cause, AUTOBUDGETS is in any event entitled to continue using the aggregated data.

16. Miscellaneous

16.1 The Agreement constitutes the complete Agreement between the End-user and AUTOBUDGETS with respect to the object of the Agreement and replaces all previous Agreements entered orally or in writing. Information from AUTOBUDGETS, irrespective of whether such information is received orally or in writing, which is not expressly outlined or mentioned in the Agreement, is not binding on AUTOBUDGETS and does not constitute a part of the Agreement.

16.2 The End-user is not entitled to transfer the Agreement or the End-user's rights and obligation according thereto to a third party without AUTOBUDGETS's prior written consent. AUTOBUDGETS is not entitled to transfer the Agreement or AUTOBUDGETS's rights and obligations according thereto to a third party without the End-user's prior written consent, with the exception that AUTOBUDGETS is entitled to transfer the Agreement to (i) a company connected to AUTOBUDGETS or (ii) an independent third party to the extent such transfer takes place in connection with reorganisation, divestment, merger, demerger or the like.

16.3 This Agreement is subject to Danish law, except for (i) all conflict of laws rules and (ii) the UN Convention on Contracts for the International Sale of Goods ("CISG"), which do not apply. Any dispute deriving from this Agreement must be settled by the ordinary Danish courts.