1.1 These Standard Terms and Conditions (“Standard Terms and Conditions”) are Risika's standard terms and conditions and apply to subscription agreements made between Risika and the business (“Customer”) that enters into an agreement to subscribe for Risika's services.
1.2 Risika's services mean the products and services (“Services”) that appear from Risika's website (“Website”).
1.3 The Website contains an overview of subscription types and add-on modules. Some functions, services and add-on modules may have separate conditions, which must be accepted in addition to the Standard Terms and Conditions.
1.4 Risika's Services are only provided to businesses.2
2.1 A contract is formed when the Customer orders one or more Services (request for an offer), after which Risika sends an offer to be signed by the Customer.
2.2 When the Customer has signed the document and Risika has subsequently received the signed document, the agreement (“Agreement”) is considered to have been concluded.3
3.1 The Agreement applies from the date when it was concluded and for the period appearing from the offer from Risika (“Period of Agreement”).
3.2 The Agreement is automatically renewed for a period similar to the Period of Agreement, unless it is validly terminated by Risika or the Customer in accordance with the below clauses.
3.3 The Customer can terminate the Agreement or downgrade the Services that form part of the Agreement by written notice to Risika by email to email@example.com giving one (1) month's notice to expire at the end of the Period of Agreement.
Example: If the Period of Agreement is one (1) year starting on 1 March 2022, a notice of termination will not take effect until at 1 March 2023. It is also a requirement that the notice of termination is communicated in writing to Risika before 1 February 2023.
3.4 By written notice to the Customer, Risika can terminate the Agreement by giving six (6) months' notice to the end of the Period of Agreement.
3.5 By written notice to the Customer, Risika can terminate the Agreement with immediate effect without liability if (i) the Customer fails to comply with the provisions of the Agreement, or (ii) the Customer ceases to exist.
3.6 If the last day for termination pursuant to the above clauses falls on a holiday, a Saturday, a Sunday, Constitution Day (5 June), 24 December or 31 December, the notice period expires on the following weekday.4
4.1 Invoicing takes place at the time of the conclusion of the Agreement and covers the entire Period of Agreement that appears from the Agreement. The procedure is automatically repeated one month before the agreed period expires, unless the Agreement was terminated or other terms were specifically agreed with the Customer before that date.
4.2 The terms of payment are net plus eight (8) days from the date of invoice, unless otherwise specifically stated in the Agreement.
4.3 If the Customer does not pay on time, a reminder will be sent seven (7) days after the invoice due date. In case of continued non-payment, a reminder will be sent ten (10) days later with a reminder fee of DKK 150.00. If payment has still not been received seven (7) days after the reminder, the Customer's access to its Services will be blocked immediately. Access to the Services concerned will be re-established after receipt of payment, unless Risika has chosen to terminate the Agreement pursuant to clause 3.6.
4.4 All invoices and notices will be sent to the Customer by email to the email address stated by the Customer in the Agreement. Invoices and notices are considered to have been delivered as soon as they have been sent by Risika.
4.5 There will be no price increase in the Period of Agreement. All prices are exclusive of VAT.
5.1 The Customer obtains a non-exclusive, subscription-based access to use Risika's Services as chosen in the Agreement.
5.2 The Agreement gives the Customer the possibility of access to the chosen Services for the specific number of users stated in the agreement. If the Customer opts for additional capacity, functionality or add-on modules, the Agreement will be automatically updated. The Customer accepts that the price will increase accordingly.
5.3 The right to use Risika's Services applies exclusively for the Customer, and Risika's Services may consequently not be used by any other users than the Customer without separate agreement.
5.4 Risika is entitled to update and improve its Services on an ongoing basis. Risika is also entitled to change the composition and contents of its Services, as long as it does not reduce the properties of the Customer's product. Such updates, improvements and changes may be made with or without notice. Material changes will be announced by email.
6.2 The Customer and Risika are each a data controller of the processing of personal data that takes place when using Risika's Services. Consequently, no data processing agreement need to be made between the Customer and Risika, unless specifically agreed on the basis of the contents of a special agreement made between the Customer and Risika that may be covered by Article 26 (joint data controllers) or Article 28 (data processing agreement) of the GDPR.
7.1 Risika aims at maximum stability, but Risika is not liable for breakdowns or interruptions of operation, including disruptions caused by circumstances outside Risika's control. This includes power failures, equipment defects, internet connections and telecommunications connections. Risika disclaims any liability, any guarantee, any requirement or similar, whether direct or indirect.
7.2 In case of breakdowns or interruptions, Risika endeavours to re-establish normal operation as quickly as possible.
7.3 Planned outage will mainly be scheduled between the hours of 21.00 and 6.00 CET. If it becomes necessary to deny access to Risika's Services outside the stated hours, this will be communicated in advance if possible.
9.1 Subject to the Customer's prior acceptance, Risika is entitled to use the Customer's trademark, including use of logo on Risika's Website and in other marketing-related activities concerning Risika's Services, provided that such use is in accordance with good business conduct.
9.2 Risika's Services are protected by the copyright that belongs to Risika. The Customer is not entitled to remove, change or destroy any kind of indication of copyright, trademarks or other rights placed in Risika's Services or constituting an integral part of the Services. The Customer must inform Risika in case of any actual or potential infringement of Risika's rights or unauthorised use of Risika's Services that comes to the Customer's attention.
9.3 There is no transfer of rights to the Customer, who obtains only a licensing right on the agreed conditions, cf. clause 5. The licensing right includes the Customer's usual use of Risika's Services, including also the right to print, copy and download the contents of such services for its own use, insofar as it is not contrary to Risika's copyrights.
9.4 In relation to material uploaded by the Customer, and all the Customer's data, the Customer gives Risika and its suppliers a global licence to meet all obligations under the Agreement. The Customer guarantees that any uploaded material does not infringe any third-party rights and does not contain material that may be offensive or in contravention of current laws and regulations.
10.1 Risika is entitled to assign its rights and obligations under the Agreement to (i) a group company or (ii) a third party in connection with a transfer of business.
10.2 The Customer is not entitled to assign the Agreement, in whole or in part, to a third party.
11.1 The use of Risika's Services is at the Customer's own risk and on its own responsibility.
11.2 Although Risika endeavours to ensure that the information of the Services is correct, the accuracy of the information cannot be guaranteed.
11.3 Risika is liable according to the general rules of Danish law on damages in contract with the limitations following from the below clauses.
11.4 Risika and its sub-suppliers, distributors and other business partners have no liability for the Customer's indirect loss or damage or consequential losses, including loss of data, business interruption loss and business disruption, loss of time, loss of profits or other indirect losses that may arise in connection with the Agreement, including for example if Risika's Services are not accessible irrespective of cause.
11.5 Risika is not liable for third-party solutions that are accessible and/or integrated into Risika's Services. Consequently, Risika cannot be held liable for the accuracy, the full quality or the reliability of the information, nor for the results obtained through such third-party solutions. Similarly, Risika cannot be held liable for the accessibility and functionality security of third-party solutions, including potential damage and/or loss as a result of third-party solutions.
11.6 Except in the case of intention or gross negligence, Risika's total liability is limited to the Customer's aggregate payment in the last twelve (12) months before the liability arises, but minimum DKK 10,000.
11.7 The Customer is responsible that Risika's Services are not used in a manner that may damage Risika's name, reputation or goodwill.
11.8 The Customer is obliged to compensate Risika for any claim or loss incurred by Risika as a result of product liability, third-party loss or third-party liability insofar as it is due to the Customer's use of Risika's Services.
12.1 Risika is entitled to amend the Standard Terms and Conditions if such amendments and/or updates reflect usual provisions in B2B agreements. The Standard Terms and Conditions are available on the Website at all times. Risika endeavours to give reasonable notice to the Customer in case of material amendments to the Standard Terms and Conditions, typically one (1) month's notice. In case of amendments that may result in deterioration of the Customer's terms in the Agreement, written acceptance from the Customer is required. After receipt of a notice of material amendments to the Standard Terms and Conditions that may require the Customer's acceptance, the Customer has ten (10) days to object. Any objection not resulting in a mutual agreement is considered termination on the part of Risika. If the Customer does not object in time or accept the amendments, continued use of Risika's Services will be considered acceptance after the expiry of the ten days.
13.1 The Agreement is subject to Danish law. Any dispute arising from or in connection with the Agreement is settled with the Copenhagen City Court as venue.