These Terms of Sales and Delivery, version UK-5.0 (“The Agreement”) are entered into on the date indicated in the Order Form between Worklife Barometer ApS (CVR-no. 35 39 55 39), Njalsgade 76, 2300 Copenhagen S (“Worklife Barometer”and “WLB”) and “the Customer” as indicated in the Order Form. WLB and the Customer are each designated as a “Party” and collectively as “the Parties”.
Background and purpose of agreement
WLB has developed and sells access to Howdy, a technology solution for mental health, also referred to as Howdy Wellbeing.
Customers would like to use Howdy, for which reason the Parties have entered into this Agreements regarding WLB’s delivery of Howdy, according to the terms and conditions indicated in the Agreement.
The Order form and the Agreement, along with any links referred to in the Order Form and in the Agreement, constitute the total basis for contract.
Howdy consists of an app that measures mental health based on the WHO-5 scale, and gives the Customer access to their own statistics as well as various “tips and tricks” within mental health, and is collectively referred to as (“Howdy”).
Access to Howdy requires a license. Howdy has attached a proactive, expert response teams (“Response Team”), which is described in further detail here.
Howdy is made available according to the Agreement “as is” and with usefulness for those purposes indicated in the product description. WLB is entitled to ongoing development of and adjustments to the Howdy. No additional guarantee is provided for Howdy, including, but not limited to, guarantee for usefulness for any certain purpose and absence of errors or deficiencies. If WLB chooses to stop supporting one or more functions, this will take place in accordance with section 3 about durability.
Subscription period and duration
The Customer initially purchases Howdy for the, in the order form, indicated period (“First Subscription Period”). An order equals one license.
After the expiration of the First Subscription Period, additional Subscription Periods within the indicated period will run as indicated in the Order Form.
This Agreement continues until termination by either Party at the expiration of a Subscription Period with a minimum notice of 1 day before the expiration of a Subscription Period.
Prices and payment
The prices for Howdy are indicated in the Order Form. WLB reserves the right to change the prices for Howdy with 60 days notice.
WLB will bill the Customer for payment for a Subscription Period prior to the start of the respective Subscription Period. WLB will send an invoice, due and payable within 8 days. In case of late payment, WLB is entitled to add interest in accordance with applicable law.
Personal data protection
WLB complies with the rules applicable at any given time for processing of personal data, including regulation no. 2016/679 of April 27, 2016 from the European Parliament and the Council (“the General Data Protection Regulation”), and the supplemental Danish Data Protection Law effective from May 23, 2018.
All data collected via Howdy belongs to WLB.
Intellectual property rights
Howdy includes a license to use the Howdy technology solution (“the License”). WLB gives the Customer this License, which is a non-transferable, non-exclusive License for use by the Customer during the respective Subscription Periods.
The Customer recognizes that any intellectual property right, including, but not limited to, copyright, knowhow, goodwill, trademarks, and other materials that are exchanged, developed and arise as part of the Agreement shall belong to WLB.
WLB provides no guarantees for the function and results of Howdy, including no guarantee of Howdy’s effect in terms of prevention, health, or satisfaction for the Customer. WLB is not liable for the accuracy of data submitted by Customers, and therefore cannot be held liable for any consequences associated therewith.
Howdy relies on the Customer’s response history, and WLB is not responsible for misuse if more than one person responds to Customer’s license.
WLB disclaims all responsibility for indirect losses, including but not limited to lost revenue, losses connected to lost or damaged data, etc.
WLB’s restitution to the Customer is limited to 100% of the payment received from the Customer for the Subscription Period giving rise to the claim for restitution.
WLB can freely use subcontractors to satisfy this Agreement without consent from the Customer being a requirement, unless this is required in accordance with personal data protection laws.
WLB may use an external Response Team, and thus, WLB may replace such external Response Team any time, as long as it is still comprised of individuals with equivalent high and relevant expertise.
The Parties must maintain confidentiality regarding the Agreement, business secrets in accordance with marketing law, and any other matters that may come to the attention of the Parties as a result of this Agreement.
Transfer and termination of the agreement
WLB has the right to transfer the Agreement without consent from the Customer.
If one Party materially or repeatedly breaches this Agreement and such a breach is not resolved within 30 days of receipt of a written request from the non-defaulting Party, the non-defaulting Party is entitled to terminate the Agreement with immediate effect.
Changes to the agreement
This Agreement supersedes any prior agreements entered into by the Parties.
WLB reserves the right to change conditions with 60 days notice.
Applicable law and jurisdiction
The Agreement is subject to and must be interpreted in accordance with Danish law, except for rules of international privacy law regarding applicable law in Danish law.
Any despute that may arise in connection with the Agreement, including disputes regarding the existence or validity of the Agreements must be settled in Danish court.