These Terms and Conditions (version DK-6.0) (“Agreement”) are entered into on the date specified in the Order Form between Howdy ApS (CVR no. 35 39 55 39), Njalsgade 76, 2300 Copenhagen S (“Howdy”) and the “Customer” as specified in the Order Form. Howdy and the Customer are individually referred to as a “Party” and collectively as the “Parties”.
1.1 Howdy has developed and sells access to Howdy®, a wellbeing solution offered as a subscription to the Customer and their employees.
1.2 The purpose of the Agreement is to regulate the terms and conditions for Howdy’s deliveries to the Customer, both regarding the Solution and additional services from Howdy.
1.3 In addition to the Solution, the Customer may choose to purchase additional services from Howdy. The terms for additional services are described in Section 5.
1.4 The Order Form, the Agreement, and links referenced in the Order Form and the Agreement form the complete contractual basis.
2.1 The Solution consists of a B2B SaaS wellbeing platform that includes employee-targeted pulse measurements related to:
2.2 The Solution is modular, and the Customer chooses which modules (“Modules”) to include in the Solution. The Modules selected by the Customer are specified in the Order Form and are described in more detail here: https://howdy.care/plans.
2.3 A license is required for each Employee the Customer invites to the Solution, and when Employees log in, they will be able to access the Modules assigned to them by the Customer.
2.4 Howdy is further described here: https://howdy.care/what-is-howdy/ and on underlying webpages.
2.5 Statistics are collected, generated, and delivered to the Customer via the customer portal.
2.6 The Modules “Wellbeing” and “Body” include proactive Response Teams, which are described in detail in Section 3.
2.7 The Customer is responsible for updating and maintaining information about employees who have left or new employees, as well as setting up reporting and other administration through the customer portal. Alternatively, the Customer can send this information via an automatic data integration through the Solution’s API (Application Program Interface).
2.8 The Customer is responsible for managing access for managers and HR personnel to the customer portal. Alternatively, the Customer can send this information via an automatic data integration through the Solution’s API.
2.9 The Solution is provided under the Agreement “as is” and with usability for the purposes described for each Module.
2.10 Howdy is entitled to continuously develop and adjust the Solution.
2.11 If Howdy wishes to cease supporting one or more Modules, this will be in accordance with Section 4 regarding duration.
3.1 The terms and conditions for the Response Team’s services apply only to the Modules the Customer has purchased, as specified in the Order Form or by a later written order.
3.2 The Modules Howdy Wellbeing (employees), Howdy Body (employees), and Howdy Manager (managers) include the Response Team’s services.
3.3 A case is created in Howdy’s case system when a contact need is registered by:
All three case types can be booked on demand regardless of a detected contact need.
3.4 A conversation with an employee (modules: Wellbeing or Body) is estimated to last an average of 15 minutes, and a conversation with a manager (module: Manager) is estimated to last an average of 30 minutes.
3.5 The Response Team contacts employees (Modules: Wellbeing or Body) who show a need for contact. If an employee is not reached on the first attempt, the Response Team will make an additional three attempts within the following two business days (see §3.9). If contact is not achieved after the fourth attempt, the case is closed, and if possible, an electronic message is sent to the employee informing them that contact was attempted. Such an attempt counts toward the total number of available calls.
3.6 Managers (Module: Manager) whose team scores low on the average wellbeing measurement are contacted by email with an offer to book a conversation with the Response Team. If a manager chooses not to book the conversation, the case is cancelled at the end of the month. A completed conversation or a booked conversation without the manager attending counts toward the total number of available calls. A cancelled conversation is not counted.
3.7 If the number of calls during the subscription period exceeds 30% of the Customer’s registered employees (30% for each of the respective modules Wellbeing and Body), Howdy will immediately contact the Customer in writing to arrange a meeting to decide on the next steps. A decision must be made no later than 1 week after Howdy’s request for a meeting. Howdy’s obligation to provide the Response Team’s services is paused until the Customer has made a decision on one of the following options (or another agreement is made between the Customer and Howdy):
3.8 The Response Team is available Monday to Thursday from 08:00 to 20:00 and Friday from 08:00 to 16:00, excluding Danish public holidays, Constitution Day, Christmas Eve, and New Year’s Day. National opening hours outside Denmark may apply depending on the location of the Response Team.
3.9 At the Customer’s request, Howdy is obligated to document that more than 30% of employees fall into the category needing to use the Response Team’s services, measured by the number of calls and failed calls. This documentation can only be collected by an independent third party (certified auditor or lawyer), who, after entering into relevant confidentiality agreements, is authorized to verify the number of created cases. The Customer bears the costs for this.
4.1 The initial purchase is made through the Order Form, which must contain the required information.
4.2 The subscription period starts on the Start Date specified in the Order Form and lasts for 12 months, after which it is automatically renewed for a new 12-month subscription period (“Renewal Date”). This is repeated in the following years until the Agreement is terminated.
4.3 All license purchases will be adjusted to the Renewal Date, and additional purchases during the year will be adjusted according to the remaining period (e.g., a remaining period of 3 months will result in a billing of 3/12 * price).
4.4 The total license balance cannot be negative and will automatically trigger a new purchase on the 1st of the following month for the remaining period until the Renewal Date.
4.5 A reduction in the number of licenses can only occur once a year and no later than 45 days before the Renewal Date. At this time (45 days before the Renewal Date), the new minimum number of licenses to be invoiced in the next 12-month subscription period will be determined.
4.6 This agreement continues until the Customer terminates it at the end of a subscription period with a minimum notice of 45 days before the end of the subscription period.
5.1 Other services from Howdy include workshops, kick-offs, etc.
5.2 Delivery occurs when the service is provided, either online or in person at the Customer’s location. If Howdy encounters difficulties in meeting the expected delivery time, this will be communicated to the Customer as soon as possible, with an updated expected delivery date. Unless otherwise agreed in writing, Howdy assumes no responsibility for any delays.
5.3 Defects must be reported immediately and no later than 14 days from the delivery date; otherwise, the Customer loses the right to assert a defect claim against Howdy.
6.1 The prices for Howdy are specified in the Order Form. Howdy is entitled to change the prices for Howdy no later than 60 days before the end of the current subscription period.
6.2 The first invoicing occurs upon signing the Order Form, and thereafter Howdy invoices the Customer for payment for a subscription period in advance of the commencement of the relevant subscription period. Howdy will issue an invoice with a 14-day due date. In case of late payment, Howdy is entitled to charge interest in accordance with applicable law.
6.3 Prices are adjusted annually according to the net price index published by Statistics Denmark.
6.4 All prices are stated in DKK excluding VAT.
7.1 Howdy complies with the applicable rules for the processing of personal data, including the European Parliament and Council Regulation No. 2016/679 of April 27, 2016 (“GDPR”), which came into effect on May 25, 2018, and the supplementary Danish data protection law that comes into effect no later than May 25, 2018.
7.2 Howdy acts as the data controller and processes data as described here: https://howdy.care/help-center/data-protection/howdy-aps-as-data-controller/
7.3 All data collected through the Solution belongs to Howdy. Howdy shares statistical data at a non-personally identifiable level with the Customer and any collaborators, if specifically selected in the Order Form. The Customer does not have the right to access Employee information.
8.1 Howdy grants the Customer and their specified Employees a non-transferable, non-exclusive license to use the Solution and any purchased Modules (“License”) during the respective Subscription periods.
8.2 The Customer acknowledges that any intellectual property rights, including but not limited to copyrights, know-how, goodwill, trademarks, and other materials exchanged, developed, and created as part of the Agreement, shall belong to Howdy.
9.1 Howdy makes no guarantees regarding the functionality and effect of the Solution, including but not limited to guarantees regarding fitness for a particular purpose, absence of defects, or guarantees regarding the Solution’s preventive, health, or wellness effects for Employees. Howdy is not responsible for the accuracy of the data provided by Employees and therefore cannot be held liable for any consequences arising therefrom.
9.2 Howdy disclaims any responsibility for indirect losses, including but not limited to loss of revenue, loss related to lost or damaged data, etc.
9.3 Howdy’s liability to the Customer is limited to 50% of the payment received from the Customer for the Subscription period or service from which the compensation claim arises.
10.1 Howdy may freely use subcontractors to fulfill the Agreement without requiring consent from the Customer unless required under data protection laws.
10.2 Howdy may use an external Response Team and may at any time replace such a Response Team, provided it remains staffed by individuals with equivalent high and relevant expertise.
11.1 The Parties shall observe confidentiality regarding the Agreement, information about Employees, trade secrets in accordance with the Marketing Act, and other matters that the Parties may become aware of under this Agreement.
11.2 The Customer grants Howdy permission to use the Customer’s name in marketing materials, presentations, and on Howdy’s website.
12.1 Neither Howdy nor the Customer shall be held liable to the other Party for events beyond their control, which they could not have reasonably anticipated or avoided at the time of entering into the Agreement (including strikes and lockouts). This also applies to events with Howdy’s subcontractors. The affected Party must immediately notify the other Party in writing. The Party not affected by the force majeure event is entitled to cancel the part of the delivery affected by force majeure if it lasts longer than 60 working days.
13.1 Howdy is entitled to assign the Agreement without the Customer’s consent.
13.2 If a Party significantly or repeatedly breaches this Agreement, and such breach is not remedied within 30 days after receiving written notice from the non-breaching Party, the non-breaching Party is entitled to terminate the Agreement with immediate effect.
14.1 This Agreement supersedes any prior agreements between the Parties.
14.2 The latest Order Form will always form part of the Agreement. Any changes to the Agreement must be made in writing by both Parties to be valid.
15.1 This Agreement is governed by and shall be construed in accordance with Danish law, except for the rules of international private law regarding choice of law.
15.2 Any dispute arising in connection with the Agreement, including disputes concerning the existence or validity of the Agreement, shall be resolved by the Danish courts.
24-04-2025: Updated to version 6.0. Previous version can be found here.
16-03-2023: Updated company name from Worklife Barometer ApS to Howdy ApS. CVR number unchanged.
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