Terms and conditions
1.1 These terms of Service (“Terms”) applies to all agreements entered into between CustomerSense v/Benjamin Gundgaard (“CustomerSense”), business registration no. 27829619, and users of CustomerSense’s e-learning platform CustomerSense Academy (“Platform”), services connected hereto (“Services”) and the utilization hereof, made available via the Internet, conference calls, email etc. The CSA and Services and any other services rendered in connection hereto is hereinafter jointly referred to as “Academy”.
1.2 The employee(s) at the user entering into the agreement regarding Academy and thus also these Terms guarantees that he/she has the necessary authority to bind the user
1.3 The users who use Academy can be employees and internal users of the user as well as partners, consultants and customers of the user, also referred to as “external users”.
1.4 The user shall guarantee that internal users as well as external users are familiar with the Terms and that the utilization of Academy are in accordance with the current Terms.
2. CONTENT OF ACADEMY
2.1 The Platform is a service that provides the end user with an e-learning platform via the internet from the user’s various devices such as desktop and laptop computers as well as mobile devices.
2.2 Academy is a service that is supplied “as-is” and “as-available” with the sole purpose of assisting with training the users within the theme which the Academy may from time to time cover. The functionalities and usage of the Platform is described on academy.customersense.com and https://gundgaard.simplero.
2.3 In order for users to use Academy, the user must access the Platform at https://academy.customersense.com or other means as CustomerSense may make available from time to time.
2.4 Before the Platform is accessed and Academy used, the user and users must have reviewed the technical minimum system requirements and considered these to comply with the user’s and user’s operating environment. Inadequate system requirements may influence the performance of Academy.
2.5 The user accepts that CustomerSense can supply all types of system messages via the Platform and email and the user is required to secure that the supplied name, email address, mailing address, and other contact information and credentials are always correct and up to date. Marketing messages will only be sent upon the user’s newsletter subscription, to the extent this is required.
3.1 A user is identified by an email address belonging to one physical person and it is the user’s responsibility to control and administrate the user’s access and data on the Platform.
3.2 All users, who are given access to utilize the Academy must have accepted these Terms.
4. BINDING AGREEMENT
4.1 The agreement between CustomerSense and the user regarding the supply of Academy is not final and binding upon the parties before CustomerSense has confirmed the order and specifically approved the specific individual physical person as user as a user of Academy, c.f. also clause 6.1.
4.2 CustomerSense may send the user an order confirmation by email specifying the ordered services, order no., the name of the user, address, way of payment etc. Unless otherwise specifically stated, this shall not constitute an approval of the user, c.f. clause 4.1.
4.3 Once approval has been given, CustomerSense shall send the user an invoice by way of email or other form.
5. RIGHT OF CANCELLATION
5.1 For consumer purchases, there shall apply no right of cancellation.
5.2 For consumer purchases where statutory rules prescribe a right of cancellation, by ordering the services, the user accepts that the services will be made available to the user online at once, and the user thus disclaims the 14 days right of cancellation. Thus, no right of cancellation applies from the time where the user first access the Academy.
6. USER LICENSE
6.1 The user license is conditioned upon CustomerSense’s discretional approval the individual physical person as a user of Academy and the due pre-payment for Academy (and continuant pre-payment in case of renewal of access to the Academy). A valid user license for Academy of user must continuously be verified on CustomerSense’ servers.
6.2 When CustomerSense has registered pre-payment from the user for the use of Academy, the user shall acquire a non-exclusive and time-limited user license granting the user the right to use the Platform and Services including the ordered resources, add-ons etc. Some elements of the Academy may be downloaded and kept without time limitation. To the extent this applies, this will follow from the Platform.
6.3 On the date the user license expires, the user’s access to use Academy shall be discontinued by CustomerSense and the user shall be obliged to delete all stored data from the Platform, unless otherwise agreed, e.g. in case of the Platform’s End-of-Life, c.f. below.
6.4 CustomerSense shall retain any and all rights, including but not limited to right of title and full copyright to Academy. Neither the user nor any third party shall be entitled to make changes, further develop, transfer or make any copies of Academy other than allowed by CustomerSense, unless otherwise permitted according to mandatory Danish law.
6.5 Each user license is personal and may not be transferred unless otherwise stated under clause 13. Furthermore, the user is not entitled to lending or letting out, ex- change, sale, transfer or give any third party the user license or access to Academy or the contents herein. Any such unauthorized access or transfer will be deemed a material breach and will result in termination of the user license without notice and claim for damages and penalty.
7. IMPROVEMENT AND UPDATING OF ACADEMY
7.1 CustomerSense shall regularly try to improve Academy and CustomerSense shall, to reasonable extent, attempt to remedy and patch known errors, bugs and defects that may occur, by updating Academy from time to time, which updates the user will be offered to acquire free of charge or at a specified additional pre-paid cost, whilst other updates will be mandatory and automatically updated.
7.2 Performance may be reduced, disturbed and/or interrupted temporarily in connection with updating of Academy, but CustomerSense will endeavor to limit any disturbances and lack in performance for the user.
Terms Of Service - CustomerSense Academy Rev. 2020.04.15
8.1 CustomerSense shall not be obligated to keep separate backup of the Academy, but will host the Platform with a hosting provider securing normal basic backup. CustomerSense shall in no event be liable for any loss of data of the user, and the user is specifically recommended to maintain own backup procedures.
9. END OF LIFE
9.1 CustomerSense is at any time entitled to give notice to user of cancellation of Academy in connection with End-of-Life of the Platform and any hereto connected Services. Such notice can be given at any time by serving a notice of no less than 6 months.
9.2 Academy shall cease upon the expiry of the notice period. It is the responsibility of user to secure any data backup and CustomerSense shall not be obligated to keep any backup after the expire of the notice period.
9.3 User is obligated to delete any part of the Academy according to the clause below regarding “Termination”.
9.4 Pre-paid fees for the period after the End of Life notice period shall be refunded to the user.
10. PRICES, PAYMENT AND INVOICING
10.1 Any fees for the use of Academy shall be payable in advance for each subscription period (“Subscription Period”).
10.2 Unless otherwise agreed, the Subscription Period shall cover a user license period of 12 months.
10.3 Academy shall be activated for use once pre-payment has been registered with CustomerSense. Pre-paid subscriptions will not be refunded unless otherwise stated in the Terms.
10.4 Additional utilization, including but not limited to copying, number of users, amount of storage etc. can be increased with additional purchases/orders/use/capacity etc. during the Subscription Period, which additional use shall also be pre-paid and invoiced/charged separately, for the remaining Subscription Period.
10.5 If a subscription isn’t renewed before the end of the Subscription Period, the subscription for Academy will automatically expire.
10.6 All payments will be raised and debited from the credit card number supplied by the user. The credit card shall be valid at any time or an invoice will be issued to the user to be paid by bank transfer.
10.7 If payment is not settled when due, CustomerSense reserves the right without notice and without liability to limit and/or suspend the user’s and end users’ access to Academy, until due payment has been made in full. If payment has not been settled in full within one week of written notice, Academy reserves the right to cancel the user license and thus discontinue any and all access to Academy and delete any and all stored data within Academy without further notice and without any liability.
11. ERRORS, PERFORMANCE PROBLEMS AND LIABILITY
11.1 Academy shall be delivered “as-is” and “as-available”. CustomerSense disclaims any and all liability in regard to Academy and hereto connected services and the use hereof and CustomerSense shall not be liable to pay user or any third party for any direct or indirect damages, losses, costs, inconveniences or other consequential losses or damages, fines or any other form of compensation.
11.2 CustomerSense has endeavored to thoroughly test Academy in accordance with good practice which also applies to updates. However, errors can occur and CustomerSense disclaims any and all liability of any kind as a result of errors, bugs or lack in the functionality or availability of Academy.
11.3 CustomerSense would appreciate the reporting of any errors and performance problems, to enable CustomerSense to further develop and error correct Academy. All reporting will be handled and processed; however CustomerSense shall not be obligated to correct any identified issues and disclaims any liability hereto.
11.4 It cannot be guaranteed or avoided that an unfortunate coincidence of circumstances can occur, which will mean that Academy will be inaccessible or limited in use of functionalities for users. CustomerSense shall endeavor to get Academy fully operational again. However, CustomerSense disclaims any and all liability in connection hereto.
11.5 CustomerSense shall in no event be liable for:
- problems that may arise in connection with user’s hardware including in the user’s operating environment.
- academy having a certain value for the user, the user not obtaining a wished result or for Academy in any other way not having the prescribed desirability or usability or meets the user’s needs.
- circumstances which can be attributed to the user’s lacking performance of its obligations.
- faults occurred as a result of the user’s use of Academy which directly or indirectly affects the functionality of Academy.
- faults occurred as a result of the user’s lack of training/education or use of Acad- emy in a manner other than prescribed, including according to guides, documenta- tion or by neglect on the account of the users or third party or by other circum- stances outside the control of CustomerSense.
- normal maintenance and adjustments.
11.6 If CustomerSense disregarding the above is met with a claim for damages etc. such claims shall in any event be limited to cover direct losses only and shall in no event exceed a total amount equivalent to what the user has paid to CustomerSense for the latest month of the current Subscription Period. For the avoidance of doubt, loss of data is always deemed to be an indirect loss.
11.7 The limitation of liability shall also apply to product liability to the extent statutory Danish law does not prohibit this. Any non-statutory product liability is thus expressly disclaimed.
12. FORCE MAJEURE
A party shall not be liable for failure to perform its obligations, nor be liable for any claim for compensation or damage etc., nor be deemed to be in breach of its obligations, if such failure arises from an occurrence or circumstances beyond the reasonable control of that party (excluding an obligation to make payment).
Force Majeure shall include but not be limited to events of natural disasters, industrial actions, hacking, malware, ransom ware, virus and DDOS or DOT attacks and other forms of hacking attacks, disturbance of general communication or power lines, illness of key employees, fire, flooding, riots, vandalism, strikes, lock out, wars, epidemics, pandemics, embargo or governmental actions and the like.
If a party affected by such an occurrence causes a delay of three months or more, and if such delay may reasonably be anticipated to continue, then the parties shall, in consultation with each other, discuss whether continuation of Academy is viable, or whether the agree- ment regarding Academy should be terminated.
Terms Of Service - CustomerSense Academy 2020.04.15
13.1 The user license to Academy is personal for the specific physical person acquiring the user license, and can only be transferred to third party, after (i) discretional prior written consent from CustomerSense and (ii) that the party acquiring the user license accepts to be bound by the agreement with CustomerSense and these Terms. A fee may be fee may be applied at the sole discretion of CustomerSense.
14. LIABILITY FOR DATA, DATA CONTENT AND DATA PROCESSING
14.1 Academy is available for users only.
14.2 CustomerSense disclaims any and all liability for any content, validity or legality of data/files stored by user and/or transferred by user through Academy and whether this takes place in accordance with current legislation, including copyright legislation.
14.3 To the extent the EU General Data Protection Regulation (“GDPR”) apply and to the extent CustomerSense as data controller processes personal data of users as part of the Academy service, the processing of such data shall be done in accordance with GDPR.
14.4 User is not entitled to store any personal data within the Platform, less personal data requested and required by CustomerSense.
14.5 CustomerSense specifically disclaims any liability for non-compliance with GDPR, except for fines issued by the relevant authorities against CustomerSense. CustomerSense shall thus in no event be obligated to cover any cost, damages or fines issued against or taken on by the user or third party in relation to processing of personal data in the Academy.
15. INTELLECTUAL PROPERTY RIGHTS
15.1 Any intellectual property rights, including the full copyright, to the Academy, the contents herein and the results therefrom, including by not limited to videos, reports, summaries, checklists etc., rest with CustomerSense, Benjamin Gundgaard and/or third party licensor hereof.
15.2 Unless otherwise specifically agreed, the user only receives a time limited user license as described under clause 6 (User license) to such rights. The user has not right to change, develop, copy or transfer such rights to third party.
15.3 Any unauthorized copying, spreading, disclosing or public presentation or display, lending or letting out, exchange, sale, transfer or giving any third party access to such rights will be deemed a material breach of the Terms and will result in civil and criminal sanctions, includ- ing but not limited to claims for damages and penalties.
16. THIRD PARTY RIGHTS
16.1 If a third party raises objections against the user for the use of Academy as a result of third- party rights hereto, the user shall immediately notify CustomerSense hereof.
16.2 CustomerSense shall consequently ensure that the user and the users can legally use Academy or change the content of Academy so that it does not infringe third party rights, but CustomerSense may also choose to terminate the agreement and close access to Academy for the user and the users by declaring an “End of Life due to Third Party Rights” of Academy, by giving a reasonable short notice allowing user and users to move their data to a secure location outside Academy. The user shall then be obliged to delete Academy contents.
16.3 In case Academy declares an End of Life due to Third Party Rights, CustomerSense shall be obligated to reimburse the user any pre-paid fees for the period after the notice of End of Life due to Third Party Rights has taken effect.
16.4 None of the parties can subsequently submit further claims against each other.
Terms Of Service - CustomerSense Academy Rev. 2020.04.15
17.1 CustomerSense can terminate Academy without further notice in case of the user’s misuse or abuse of Academy determined at the sole discretion of CustomerSense. Misuse and abuse cover, but is not limited to, user in connection with Academy:
- breach or otherwise circumvent any security or authentication measures,
- access, tamper with, or use areas or parts of Academy, which lies outside what user has a valid license to,
- interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of Academy,
- send unsolicited communications, promotions or advertisements, or spam by way of the Academy,
- promote or advertise products or services without appropriate authorization,
- circumvent limitations in the Academy,
- sell Academy unless specifically authorized to do so,
- harass or abuse CustomerSense personnel or representatives or agents perform- ing services on behalf of CustomerSense,
- violate applicable law in any way, or
- violate the privacy or infringe the rights of others,
- improper behavior
- non-compliance with the Terms and the underlying agreement,
- making any statement affiliating the user or third party with CustomerSense and/or CustomerSense Academy, including but not limited to “CustomerSense Academy approved”, “CustomerSense Academy certified”, “according to CustomerSense Academy model” etc.
17.2 Furthermore CustomerSense can terminate Academy without further notice in case the user does not match CustomerSense Academy profile, determined at the sole discretion of CustomerSense.
17.3 Termination can only take effect for the future.
17.4 If termination is given according to clause 17.1, no refund will be made. If termination is given according to clause 17.2, the use shall receive a refund for the remaining period of the user license.
17.5 When Academy terminates/the user license expires, it will no longer be possible to use Academy and the user shall be obliged to delete any Academy material from any applicable platforms. Likewise, CustomerSense shall be obligated to delete any of the user’s or users’ data on Academy platforms, to the extent CustomerSense is in possession of such. Customer- Sense reserves the right (but is not obligated) to postpone permanent deletion of data for a shorter period of time making it possible for user to retrieve their data.
17.6 If CustomerSense is required by an authority to deactivate, limit or delete a user’s or a user’s access to Academy or data within Academy, CustomerSense shall be entitled to do this without notice and without any liability to the user or the users.
18. PENALTY/LIQUIDATED DAMAGES
18.1 In case of the user’s breach of the agreement concerning the Academy and/or these Terms, a penalty of DKK 50,000 shall be due at once for payment to CustomerSense. Furthermore, CustomerSense shall be entitled to claim damages in accordance with the general rules of Danish law to the extent that they have suffered a loss.
Terms Of Service - CustomerSense Academy Rev. 2020.04.15
The parties specifically agree, that the above penalty shall be in addition to the following penalties in case of breaches of the following types:
- Breach of intellectual property rights of:
- Videos: DKK 100,000 per video per breach (e.g. per unauthorized copy)
- Templates: DKK 100,000 per template per breach
- Summaries: DKK 10,000 per summary per breach
- Checklists: DKK 10,000 per checklist per breach
- Breach of user license, c.f. clause 6.5 (unauthorized access): DKK 30,000 per share/unauthorized access per breach
- making any statement affiliating the user or third party with CustomerSense and/or CustomerSense Academy, including but not limited to “CustomerSense Academy approved”, “CustomerSense Academy certified”, “according to CustomerSense Academy model” etc.: DKK 500.000 per statement/affiliation per breach.
18.2 If the breach continues, it is regarded as a new breach with a new penalty due for payment for each month the continuous breach is maintained.
18.3 The terms of the agreement concerning the Academy and/or these Terms shall not lapse after payment of the penalty.
18.4 Any breach of the agreement concerning the Academy and/or these Terms may be re- strained by injunction without collateral.
19.1 CustomerSense is entitled to use the full user name, the Company Logo and the commercial results achieved by the user by optimizing their E-commerce Store based on the methodology, templates and best practices presented in the Academy, as reference in marketing material, unless otherwise agreed in writing.
20. VENUE AND DISPUTES
20.1 The relationship between the parties, including disputes regarding its existence, interpretation or validity of any agreement between the parties including these Terms shall be governed and construed by Danish law irrespective of any conflict-of-laws rules which might refer the dispute to the laws of another jurisdiction.
20.2 Disputes between the parties that cannot be settled amicably shall be settled by the ordinary Danish courts at the current venue of CustomerSense.