Subscription Conditions for Zenegy's Products and Services

1. ACCEPTANCE OF SUBSCRIPTION AND TERMS

1.1

ZENEGY is a cloud-based software system that can be used for payroll administration, HR administration, financial administration, etc. (the "Application"). The application is offered by Zenegy Danmark ApS ("Zenegy"), which has the following contact details:

Zenegy Danmark ApS
Slotsmarken 16
2970 Hørsholm
CVR no.: 38366041
Tel. 70 22 22 16
e-mail: info@zenegy.com

1.2

These subscription terms (hereinafter "Terms" or "Subscription Agreement") are between the customer (hereinafter "Customer") and Zenegy and constitute the agreement of the parties. To the extent that Zenegy's services to Customer include services or solutions provided or developed by Zenegy's group affiliates, they shall be deemed to be Zenegy's subcontractors for which Zenegy is responsible and which shall not be liable for Zenegy's obligations under these Terms. The rights and information of such affiliated companies remain their property and are thus also protected, inter alia, under Sections 11 and 14 concerning intellectual property rights and professional secrecy.

1.3

Zenegy's service is a business-to-business service to the Customer, notwithstanding that the Customer's employees ("Employees") during and after an employment relationship with the Customer, and if the Customer ceases to be Zenegy's customer, via the Application may under certain conditions continue to have access to certain functions and information in the Application, cf. 7.4 and 7.5, just as both the Customer and the Customer's Employees can choose to install third-party apps that can communicate with the Application via Zenegy's open API, cf. however Section 3.2.

The Customer also accepts that those of the Customer's employees who are over 15 years of age can enter into a separate Data Storage Agreement with Zenegy in the event of termination of the subscription agreement, cf. 7.4 and section 7.5, whereby such Employees can maintain their access to the data about them that is stored in the Application, for example payslips, tax information, employment contracts, etc. When concluding a Data Storage Agreement with the Customer's Employees after the termination of the subscription agreement, the responsibility as data controller simultaneously passes to Zenegy.

The Customer accepts that Employees whose association with the Customer ceases will continue to have access to their own information in the Application until the Customer decides that the information must be deleted. In that situation, employees will be offered to retain their access to their own information in the Application in exchange for entering into a Data Storage Agreement with Zenegy, cf. 7.5.

1.4

The Customer is responsible for ensuring that auditing companies, administration agencies, bookkeeping companies and the like (referred to as "Partners") who use the Application for or on behalf of the Customer comply with the Terms.

1.5

Zenegy is entitled to use the Customer as a reference in its own marketing.

1.6

In connection with the use of the Application via Zenegy's website www.Zenegy.com ("Homepage") and/or via Zenegy's Apps, Zenegy processes personal data about e.g. the Customer's Employees and contact persons. For more information, please refer to Zenegy's Personal Data Policy and Cookie Policy, which are available in the current version on the Website.

2. THE PRODUCT AND THE SUBSCRIPTION

2.1

Zenegy's service consists of the Application, which via self-service gives the Customer the opportunity to carry out the activities and functions offered via the Application. The customer can choose from among the services and subscription types that are made available via the Application.

2.2

Zenegy also offers certain optional modules that the Customer can add to their subscription for an additional payment. To the extent that the Customer chooses to make use of additional optional modules and services that are offered after the conclusion of the subscription agreement, these Conditions also apply to such optional modules and services, and the term Application must be read as also including the optional modules and services.

2.3

These Terms also apply to any use of the Apps linked to the Application, which are published by Zenegy. References in the Conditions to the Application must in this connection be considered to also include such Apps.

2.4

For individual functions, services and add-on modules, there may be associated independent conditions that must be accepted in addition to these Conditions before these can be used. Depending on which subscription type the Customer has chosen, certain supplementary services are also provided as described in more detail on the Website.

2.5

When registering for the Application, the Customer chooses and creates its own unique user name and password for use of the Application and for use of the Apps associated with the Application for which Zenegy is responsible, just as those of the Customer's Employees who are to have access to the Application or the associated Apps as administrators or as users must create their own unique user name and password via the Website or the Apps associated with the Application for which Zenegy is responsible.

2.6

The right to use the Application applies exclusively to the Customer and its Employees, and the Application may not be used by or for anyone other than them, cf however Sections 1.4, 4.7 and 8.1.

3. TRANSFERS TO THIRD PARTIES VIA THE APPLICATION

3.1

The Application is developed with an open API that enables others to develop and offer apps that can communicate with the Application, including exchanging information across the applications ("Third Party App(s)"). To the extent that the Customer chooses to install and make use of Third-Party apps that can communicate with the Application, it is considered to constitute an instruction to Zenegy that the data entered/loaded into the Application and those generated by the Application may be automatically transferred information to such Third Party apps, and that such transfer must be covered by the instructions in the data processing agreement entered into between the Customer and Zenegy.

3.2

The Customer also accepts that the Customer's Employees have the opportunity to install and use Third-Party apps that can communicate and exchange the individual Employee's information with the Application, and that such data processing is covered by the instructions in the data processing agreement entered into between the Customer and Zenegy. The Customer has the option at any time to restrict the Employees' use of the open API to prevent communication between the Application and Third Party Apps. Zenegy is not responsible for the Customer's and Employees' loss of functionality due to the Customer's choice to limit the Employees' use of the open API.

The use of Third-Party Apps is subject to the relevant app supplier's terms, and Zenegy is not responsible for the Customer's and/or Employees' use of such Third-Party Apps and the relevant app supplier's processing and storage of information after it has been transferred, the installation and acceptance of Third-Party apps by the Customer or its Employees creates an independent legal relationship between the Customer and/or the Employees and the supplier of the Third-Party app in question.

4. CUSTOMER'S OBLIGATIONS AND RESPONSIBILITIES

4.1

The customer and/or his employees are responsible for entering the information necessary for use of the Application themselves.

4.2

The Customer is responsible for the correctness and quality of the information that is entered or transferred when using the Application, regardless of whether the information is transferred/entered by the Customer or by the Employees, as well as responsible for ensuring that the information is updated at all times.

4.3

The Customer and its Employees must not use someone else's username and password to gain access to the Application or misuse personal usernames, passwords and other security measures intended to protect personal information in the Application. Violation of this may be punishable and subject to compensation, and may result in immediate termination of the subscription agreement.

4.4

When using the Application, the Customer is obliged to provide Zenegy with all necessary agreements with third parties, powers of attorney and credentials required to deliver the agreed service via the Application.

4.5

Employees' access to the information generated or stored via the Application is made via the Website or the Apps linked to the Application by the user entering his/her personal user ID and password, as set out in Section 2.5. The Customer is responsible for ensuring that the Employees have access to their information that is generated or stored via the Application.

4.6

If the Customer uses the Application for payroll administration, the Customer is solely responsible for ensuring that the payroll settled and reported is legal and correct, and that the Customer has the necessary funds available in its account to cover the payments, and that the payroll administration complies with the requirements of the law, including accounting and storage of original documents, processing of personal data, etc.

4.7

The Customer may not disclose the user name and password to third parties or otherwise allow anyone other than the Customer to use the Application without a direct agreement with Zenegy. The Customer is responsible for any disposition of the Customer's accounts or user profile in or through the Application. The Customer is entitled to grant Partners access to the Application for the performance of tasks for the Customer. The Customer shall be liable to Zenegy for the use of the Application by such Partners.

4.8

The Customer is responsible for ensuring that the Application is not used in a manner that may damage Zenegy's name, reputation or goodwill, or that is in breach of any applicable law or regulation.

5. PRICES AND PAYMENT TERMS

5.1

The price for the Customer's subscription depends on which subscription and which optional modules and other services the Customer has chosen, cf. Section 2. Information on the price for the individual subscription types and optional modules can be found on the Website. All prices are exclusive of VAT.

5.2

Prices can be changed with 1 month's notice. The changes are announced on the Website and by e-mail to the Customer. If the Customer does not agree with the price change, the Customer may choose to consider the subscription terminated with immediate effect, provided that the Customer shall continue to pay for the actual use of the Application until the termination date. The Customer may not make any claim for damages or other compensation against Zenegy in this respect.

5.3

The application automatically generates an invoice to the Customer at the end of each billing period, which – unless otherwise agreed – is normally at the end of a month. The invoice amount will be deducted via the payment solution registered by the Customer.

5.4

For the purpose of the Customer's payment for the use of the Application,the customer is required to register for an automatic payment solution.

5.5

If the subscription is not paid on time, Zenegy's reminder procedure will be initiated with associated deadlines and fees. The customer accepts that reminders sent per e-mail to the e-mail address provided by the Customer shall be considered delivered when they are sent by Zenegy.

5.6

In the event of continued non-payment, access to the Application will be blocked. Access to the Application will be reopened upon receipt of payment, unless Zenegy has previously cancelled the subscription.

5.7

If the Customer pays an amount due late, interest will be charged on the amount due at 5% per month from the due date until payment is made.

6. DURATION OF THE SUBSCRIPTION

6.1

The subscription shall become effective upon registration and shall continue until terminated in accordance with these Terms.
The customer has a 14-day right of withdrawal when signing up for the subscription.

6.2

The Customer may terminate the subscription or make changes to the subscription type and optional services at any time, subject to Section 7.3 regarding the data retention period.

6.3

Zenegy may terminate the subscription with 3 months' notice, or without notice in the event of a material breach of these Terms by the Customer or in the event of the Customer's bankruptcy or insolvency. Zenegy may also terminate the subscription with 7 days' notice if Zenegy ascertains that the Customer has not used the Application for a period of more than 12 months ("inactive subscription").

Upon termination of the subscription by Zenegy, the Customer and the Customer's Employees will be offered the conclusion of a Data Retention Agreement, see Section 7.

7. CUSTOMER AND EMPLOYEE DATA

7.1

The Customer is the data controller for his own and the Employees' personal data that are loaded and processed in the Application and thus responsible for ensuring that the processing of personal data in the Application are in accordance with personal data legislation. In this regard, Customer shall enter into a data processing agreement with Zenegy (the "Data Processing Agreement"). The Data Processing Agreement governs the processing of personal data by Zenegy in connection with the Customer's use of the Application, the period of storage, transfer to third parties, and implemented security measures.

7.2

Notwithstanding the provision in Section 7.1, Zenegy is entitled to store the data for its own purposes in order to send newsletters and to announce new developments at Zenegy, provided that the data subjects have consented thereto and to anonymise the data for statistical purposes, as well as to process the data as required by law, including in connection with a court ruling, official requirements, the Customer's bankruptcy, death or the like.

7.3

At the end of the subscription, the Customer has the choice between whether data must be deleted after 7 days or whether the Customer wants storage of and access to data for 6 months. If, before the end of a selected 7-day or 6-month period, the Customer still wishes to store and access data at Zenegy, the Customer must reactivate the subscription.

7.4

Upon termination of the subscription and/or Customer's decision to delete all data in the Application, those of Customer's Employees who are over 15 years of age will be offered to continue to store their data with Zenegy, upon entering into a separate "Data Retention Agreement" with Zenegy. The Customer agrees that Zenegy processes the Employee's data in the Application for the specific purpose of offering Employees this option to store their data in the Application. Upon the conclusion of a Data Retention Agreement between an Employee and Zenegy, the responsibility as data controller is simultaneously transferred to Zenegy.

If Zenegy has not received a Data Retention Agreement from the Employee by the deadline set by the Customer for deletion of data in the Application, all the Employee's data will be deleted.

7.5

For Employees over the age of 15 whose affiliation with the Customer has ended but without the Customer's subscription agreement having ended, the Customer agrees that the personal data of such Employees shall remain stored in the Application until the Customer decides to delete it and that the Employees whose affiliation with the Customer has ended shall continue to have access to their data in the Application. In this situation, Customer remains the data controller in relation to the information about the former Employee that Customer continues to store for the Employee in the Application, and Zenegy does not enter into a separate Data Retention Agreement with the Employee.

If the Customer decides to delete the data of Employees whose affiliation with the Customer ceases or has ceased, those former Employees who are over 15 years of age will be offered to continue to store their data with Zenegy, upon entering into a separate "Data Retention Agreement" with Zenegy. The Customer agrees that Zenegy processes the former Employees' data in the Application for the specific purpose of offering the former Employees this opportunity to store their data in the Application.

Upon the conclusion of a Data Retention Agreement between a former Employee and Zenegy, the responsibility as data controller is simultaneously transferred to Zenegy.

7.6

Zenegy makes use of third party services, servers and databases for the development and operation of the Application and for data storage. A list of the sub-processors used by Zenegy is available on the Website.

7.7

When using the Application, information about the Customer and the Employees may be exchanged between the Application and the authorities and other bodies from which the Customer has instructed Zenegy to obtain information and/or to transfer information. The Customer is responsible for the exchange of or access to information, including personal data, which may occur hereby, as well as by the Customer's acceptance of Partners as support providers or administrators, as referred to in Section 1.4 and Section 8, and by the provision to them of access to the Application and to the Customer's and the Employees' information therein. If you, as a customer, are referred to Zenegy by Danske Bank, information about turnover commissions based on the company's use of Zenegy's solutions will be shared with Danske Bank as part of our partnership agreement.

7.8

The Customer is also responsible for the exchange of or access to information, including personal data, that may occur through the integration of the Customer or the Customer's Employees with third-party apps that exchange information with the Application, as described in Section 3.

8. CUSTOMER SUPPORT

8.1

Zenegy offers free support for the general use of the Application, but not for the Customer's actual use of the Application for the purposes covered by the subscription agreement, including, for example, for the direction of errors in the Customer's reports to authorities or the like. Support in other respects, including for entering data, correcting incorrect payroll runs or reports to the authorities, etc., is provided by the Partners registered with Zenegy with whom the Customer enters into a Support Services or Administrator Services agreement. Payment for such support from Partners is not due to Zenegy.

9. OPERATIONAL STABILITY

9.1

Zenegy strives for maximum operational stability, but is not liable for any breakdown or operational disruption, including for operational disruption caused by factors beyond Zenegy's control. This includes, but is not limited to, power outages, equipment failures, telecommunications connectivity problems, internet connectivity problems, hardware problems, hacker attacks, viruses or other force majeure. In the event of a breakdown or disruption, Zenegy will endeavour to restore normal operation as soon as possible.

9.2

Scheduled outages for maintenance and upgrades of the Application will be placed between 9:00 pm and 6:00 pm CET whenever possible. Should it become necessary to interrupt access to the Application outside the stated time period, this will be notified in advance as far as possible.

10. CHANGES TO THE APPLICATION

10.1

Zenegy is entitled to make changes, updates and improvements to the Application at any given time. Zenegy is also entitled to change the composition and structure of the Application and any optional modules or services. Such updates, enhancements and changes may be made with or without notice, subject to Section 9.2, and may affect services, including information, loaded into or generated by the Application.

11. INTELLECTUAL RIGHTS

11.1

The Application and the contents of the Application, except for the information of the Customer and its Employees, are protected by copyright and other intellectual property rights, and belong to or are licensed to Zenegy.

11.2

The Customer does not acquire ownership of the Application or any copy or portion thereof, and there is no assignment of Zenegy's and/or third parties' intellectual property rights to the Customer. The subscription grants the Customer only a non-exclusive right to use the Application for the purposes covered by the subscription agreement.

11.3

The Customer shall notify Zenegy of any actual or potential infringement of Zenegy's intellectual property rights or unauthorised use of the Application of which the Customer becomes aware.

11.4

The Customer warrants that the information loaded into the Application does not infringe the rights of third parties and does not contain information that may be offensive or in breach of relevant legislation or other regulation.

12. TRANSFER

12.1

Zenegy shall be entitled to transfer its rights and obligations vis-à-vis the Customer to affiliated companies or third parties.

12.2

The Customer shall not be entitled to transfer the subscription or the Customer's user access to the Application to third parties, neither in whole nor in part, or to grant access to the Application to third parties, except to advisors and third party support providers, as provided for in Section 8.

13. ZENEGY'S LIABILITY

13.1

The Application is provided to the Customer "as is" and Zenegy disclaims all warranties, representations, warranties, representations or conditions other than those expressly set forth in the Terms.

13.2

To the extent permitted by law, Zenegy disclaims all liability for any loss arising out of the Customer's use of the Application, whether in contract or non-contract, including for business interruption, consequential or other indirect loss, loss of information, loss arising from product liability or loss arising from simple negligence.

13.3

In the event that the Customer notifies Zenegy of an error in the Application, or Zenegy itself becomes aware of such an error, Zenegy's liability shall be limited to correcting the error, unless further liability arises from the legislation on the processing of personal data.

13.4

Zenegy is not responsible for the third party solutions available and/or integrated with the Application, or for the support provided by Partners. Zenegy is therefore not responsible for the accuracy, completeness, quality or reliability of the information or the results obtained through these third-party solutions, or for the availability, security or functionality of these third-party solutions. The Customer shall bear the burden of proving that any loss suffered by the Customer is due to the negligence of Zenegy.

13.5

Zenegy does not guarantee salary payments, tax payments, payment of pension contributions or other payments by the Customer to the Customer's Employees or third parties.

13.6

Irrespective of the type of loss or the basis for liability, Zenegy's total liability to the Customer shall, to the extent permitted by law, be limited to an amount equal to the Customer's subscription payments to Zenegy for the 12 months prior to the occurrence of the event giving rise to liability, subject to a maximum of DKK 100,000.

13.7

The Customer shall indemnify Zenegy against any claim or loss arising from product liability, third party loss or third party liability to the extent that it arises from the Customer's use of the Application.

14. CONFIDENTIALITY AND DATA SECURITY

14.1

Zenegy and its employees shall maintain the confidentiality of any information Zenegy may obtain about the Customer or its Employees and shall not be entitled to disclose such information to any third party unless such information is publicly available, or where Zenegy has obtained the information from a third party outside confidentiality, or where Zenegy is obliged to disclose the information by law or pursuant to a requirement of an authority or court, or where disclosure is justified under these Terms and Conditions, see Section 7.

14.2

Zenegy has taken the necessary technical and organisational security measures against the accidental or unlawful destruction, loss or deterioration of data in the Application and against their disclosure to unauthorised persons, misuse or processing in breach of the law on the processing of personal data.

14.3

To the extent that the Customer uses information, user names or passwords relating to third parties when using the Application, the Customer warrants that Zenegy's processing of such information does not infringe the rights of the third party or any agreement with the third party. The Customer shall indemnify Zenegy against any loss in this respect.

15. CHANGES TO TERMS

15.1

Zenegy is entitled to amend these Terms at any time. The Terms and Conditions in force at the given time will be available on the Website. Zenegy aims to give reasonable notice (1 month) of any change by posting on the website. The Customer will be asked to accept the new Subscription Terms when using the Application after a change to these Terms has occurred, and use of the Application after a change to these Terms constitutes acceptance of such changed Terms.

15.2

If the Customer does not agree with the changes, the Customer is entitled to terminate the subscription immediately, cf. Section 6. The Customer may not make any claim for damages or other compensation against Zenegy in this respect. In the event of such termination of the subscription, the provisions of Section 7.3 shall apply.

16. DISPUTES

16.1

These Terms are subject to Danish law and any dispute arising from the subscription, including these Terms, must be brought before the Copenhagen District Court.