These are the General Terms & Conditions at House of Control
1. Applicability
These General Terms and Conditions apply for the subscription of software applications as stated in the Contract, hereinafter referred to as the Contract.
2. Term
The subscription period starts from the date set out in the Contract and is valid for 36 months. If the Contract is not terminated 3 months before it expires, the Contract is automatically renewed at intervals for 12 new months at a time.
3. License and use
The Customer is, for the duration of the Contract, granted a non-exclusive and non-transferable right to use the Supplier’s software available for the subscription, for the total number of products and users stated in the Contract.
4. Support
Support is included in the subscription fees and entitles the Customer to support services as defined in the Suppliers terms and conditions for support. The Supplier may freely adjust the terms and conditions for support. Standard upgrades and general maintenance of the subscription service are included in the consideration.
5. Rights of ownership and rights of disposal
The Supplier holds all copyrights, right of disposal and property rights for the software included in the subscription service. This includes the full ownership to all product enhancements, modifications and improvements resulting from consultancy deliveries and development projects unless otherwise agreed between the Parties. Access to the service comprises all the powers, which are necessary to use the service in accordance with the purpose of this Contract. No intellectual property rights are transferred to the Customer. The Supplier holds the rights to use Customers data for statistical purposes.
6. Prices and payment terms
Subscription fees as stated in the Contract are billable in advance on a yearly basis. Payment terms are net 14 days. Late payments are subject to interest on overdue payments, based on applicable government rates. Subscription fees are subject to an annual adjustment without prior notice at time of renewal in accordance with the relevant price index that can be found at Indexes In Use. The monthly fee is never adjusted downward from the price of the previous year. In case where a start-up discount has been given, the Supplier has the right to adjust the price at the time of renewal according to the current price list. All prices are exclusive of any taxes, VAT and other duties. In the event of a delay in payment, the Supplier may suspend the subscription until outstanding payment has been received.
7. Invoicing
Subscriptions are invoiced first time on the 1st of the following month after signing the Contract. Establishment costs are invoiced according to the date of the completed start-up meeting with the Customer, alternatively 60 days after signing the Contract, depending on which occurs first.
8. Security and Data protection
The Supplier will take all reasonable steps to ensure the integrity and security of any personal data and information associated with use of the software in accordance with applicable law and regulation. If, and to the extent, that the Supplier is granted access to personal information from the Customer, all roles, responsibilities and management of privacy issues are governed under the Data Processor Agreement that serves as an integral part of these terms and that can be found at Data Processor Agreement.
9. Breach
In the event of a material default by either party in the performance of this Contract, the other party may give written notice to the defaulting party specifying the nature of the default and requiring cure. The defaulting party shall have thirty (30) days thereafter to cure the default. If such default is not cured within the thirty (30) day period, the aggrieved party may by written notice terminate this Contract immediately.
10. Limitations of liability
The total damages which the Customer may require during the term of the Contract are limited to an amount equivalent to Customer’s yearly fee stated in Contract. The limitation of liability will not apply, if the Supplier has shown gross negligence or willful misconduct. Under no circumstances shall the Supplier be responsible for Customers indirect losses. Indirect losses include, but are not limited to, loss of data, lost profits of any kind, lost savings or claims from third parties.
11. Force Majeure
The Supplier shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, insurrection, war, riot, or failure of communication or cyber-attacks. The Supplier shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay or the failure to perform as noted above.
12. Confidential Information
Confidential information of which the parties become aware in connection with the Contract and the implementation of the Contract must be kept confidential and may not be disclosed to any third party without the consent of the other party. The confidentiality obligation shall not prevent the information from being used when there is no legitimate interest in keeping it confidential, for example when it is in the public domain or is accessible to the public elsewhere. The Parties shall take all necessary precautions to prevent unauthorized persons from gaining access to, or knowledge of, confidential information.
13. Disputes and governing law
Disputes regarding the interpretation or legal effect of the present Contract and accompanying appendices shall primarily be resolved through negotiations. Each party may file suit with the local Court of Law of the Supplier, if a settlement on the disputed issues has not been reached within two months after the dispute occurred. Local Law of the Supplier shall in its entirety govern the Parties’ rights and obligations.