Sales and delivery terms
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 “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 wellbeing and the work environment.
The Customer chooses which Modules to include in Howdy. The Modules chosen by the Customer are indicated in the price list in the Order Form.
Customers would like to use Howdy, for which reason the Parties have entered into this Agreements regarding WLB’s delivery of Howdy, along with any additional services to the Customer 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.
The technology solution Howdy consists of a platform along with a number of optional modules (“Modules”) and is collectively referred to as (“Howdy”). Howdy is described in further detail here, as well as on subpages to the website. The Customer gives its further specified employees access to Howdy (“the Employees”), and when the Employees are logged into Howdy, they will have the option of accessing the various Modules in Howdy. For some of Modules, statistics are gathered and generated, which are shared with the Customer.
For each Employee granted access by the Customer to Howdy, a license is required. Certain Modules are included in Howdy Basic, and certain Modules are licensed separately. The extent of the licensing is indicated on the Order Form. Certain Modules can include an attachment to proactive, expert response teams (“Response Team”), which is described in further detail here.
The Customer chooses which Modules to include in the Howdy solution in question. The Modules chosen by the Customer are indicated on the Order Form.
The Customer is responsible for ongoing updating of the Howdy customer portal with information about any terminated or new employees, as well as setup of reports and other Howdy administration. Alternatively, the Customer can send the aforementioned information as automatic data integration via WLB’s API (Application Program Interface).
Howdy is made available according to the Agreement “as is” and with usefulness for those purposes indicated in the product description for each Module. WLB is entitled to ongoing development of and adjustments to the Modules in 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 Modules, this will take place in accordance with section 3 about durability.
Subscription period and duration
The Customer initially purchases Howdy for the period indicated in the Order Form with the number of licenses indicated in the Order Form for particularly identified Employees (“First Subscription Period”).
After the expiration of the First Subscription Period, additional Subscription Periods within the indicated period will run as indicated in the Order Form.
If the Customer wants to purchase additional Modules or licenses, these are added to the Customer’s Howdy up until the expiration of the then-current Subscription Period, and settlement of the account will be done for the same period.
This Agreement continues until termination by either Party at the expiration of a Subscription Period with a minimum notice of 45 days 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 no later than 60 days before the expiration of the then-current Subscription Period.
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 14 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”), effective May 25, 2018, and the supplemental Danish Data Protection Law effective no later than May 25, 2018.
All data collected via Howdy belongs to WLB. WLB shares statistical data at a non-personally identifiable level with the Customer and any affiliates if this is selected specifically in the Order Form. The Customer has no right to gain insight into Employee information.
Intellectual property rights
Howdy includes a license to use the Howdy technology solution and any added purchased Modules (“the License”). WLB gives the Customer this License, which is a non-transferable, non-exclusive License for use by the Customer and its specified Employees 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 Employees. WLB is not liable for the accuracy of data submitted by Employees, and therefore cannot be held liable for any consequences associated therewith.
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, information about Employees, 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.
The newest Order Form will at all times be part of the Agreement. In order to be valid, all changes to the Agreement must be agreed to in writing by both Parties.
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.