Terms of Business
March 20th, 2024
1. Application and Validity
1.1 These terms of business (the “Terms”) are accepted and adhered to by all third parties (each a “Client”) engaging in a commercial relationship with Caseflow ApS, company reg. (CVR) no. 43 68 47 44 (“Caseflow”) in connection with each Client’s access to and use of (alone or jointly with others) the “Caseflow” software system (the “Caseflow Platform”) in relation to the Client’s case-based events (each an “Event”) and apply to all Caseflow's services and supplies in relation thereto (the “Services”) (access to the Caseflow Platform and delivery of the Services, together with the “Assignment”).
1.2 The Client has received a copy of the Terms and is considered to have accepted them when getting access to the Caseflow Platform and/or when requesting access to the Assignment from time to time.
1.3 Caseflow reserves the right to make non-material amendments to the Terms at any time by notifying the Client about the amendment in question. Amendments which, in Caseflow's sole discretion, have a material negative impact for the Client shall be notified to the Client at least thirty (30) days prior to the effective date of the amendment. The Client is entitled to terminate the agreement at the effective date of the amendment in question if the Client cannot accept the amendment. Any delivery of the Assignment is subject to the Terms applicable at the time of the delivery.
1.4 The Terms apply unless deviated from in whole or in part by written agreement between the parties, including the data processing agreement governing the processing of personal data by Caseflow on behalf of the Client (the “DPA”).
2. Client’s Obligations
2.1 The Client is responsible for ensuring that the Assignment is exhaustively and adequately described to Caseflow. The Client is responsible for ensuring that the information and material provided is accurate and correct and may lawfully be applied in connection with Caseflow providing the Assignment.2.2 The Client shall make all necessary information and material available to Caseflow regarding the Assignment.2.3 The Client is responsible for coordinating and organising the Assignment within its own business and organisation.2.4 The Client shall ensure that each of its partners, officers, directors, employees and other third parties to whom access to or use of the Assignment is made available is made aware of (in advance of access or use), accepts and adheres to in writing these Terms. The Client shall be responsible for any breach of the Terms by any of its partners, officers, directors, employees and other third parties.2.5 The Client shall pay for the Assignment in accordance with clause 3.8-3.10.
3. Performance and Delivery
3.1 The parties shall be deemed to have concluded a binding agreement regarding an Assignment when the Client has accepted Caseflow's offer (an “Offer”) regarding the Assignment. The Offer and its acceptance will most often, and is preferred to, be in writing but can, on a case-by-case basis, be in the form of a verbal agreement. An Offer will, as a main rule, include a description of the Event and the pertaining Services, the date, the Caseflow contact person and the price.
3.2 Once an Assignment has been agreed, Caseflow will shortly thereafter send its invoice to the Client. The invoice will contain a short description of the agreed Event and the pertaining Services included under the invoice.The Client agrees that it shall review the invoice thoroughly and check whether the Assignment is described and charged correctly in accordance with the agreed Assignment. If the Client has any objections to the invoice, the Client shall give notice of such objections immediately and in any event no later than three (3) working days following the Client’s receipt of the invoice.
3.3 Caseflow offers both payment of a fixed sum for Services (“Pay as you go”) and periodically payment of a fixed sum to receive general access to the Caseflow Platform depending on the chosen subscription plan (“Subscription”). Descriptions of Caseflow subscription plans as well as a link to a description of Caseflow Services are available on www.Caseflow.io/plans-and-prices.
Subscriptions are offered on monthly, annual, biennial and triennial basis (the “Subscription Period”) and shall automatically renew for an additional Subscription Period of the same length as the Client’s initial Subscription Period, unless terminated by the parties in accordance with clause 6.2. Caseflow will sent an invoice to the Client at the start of each Subscription Period in accordance with Clause 3.2.
3.4 The Client accepts that the Assignment is provided as part of a process not fully within the control of Caseflow, and that Caseflow delivers the Assignment to the best of its ability. Accordingly, Caseflow assumes no obligation as to results.
3.5 The Client acknowledges and agrees that Caseflow has not made, and hereby expressly disclaims all, representations and warranties whether express or implied as to the performance or results of the Assignment.
3.6 The Assignment is performed in consultation between the parties. Consultation takes place through regular contact between the parties’ contact persons.
3.7 The Assignment must be performed at the agreed delivery time or, in the absence of an agreed delivery time, at the speed deemed reasonable considering the scope and other circumstances of the Assignment.
3.8 Caseflow may choose in its sole discretion which employees who are to perform the Assignment. Caseflow may use sub-suppliers or external consultants for the performance of the Assignment, subject to terms of the DPA, if applicable, but is liable for such in the same manner as Caseflow is liable for its own services.
3.9 As a result of Caseflow not undertaking any obligations as to results, see clause 3.4, the Client cannot make any claims based on defects in the Assignment provided.
3.10 The Client accepts to pay any amounts in accordance with Caseflow terms of payment appearing from its invoices. In case of submission of overdue payment reminder (in Danish: “rykkerskrivelse”) an administration fee will be added Caseflow outstanding debt as will appear on the reminder. The Client is not entitled to utilize any Assignment of a part of an Assignment until payment in full has been made, as well as Caseflow is entitled to suspend all work for the Client if the Client fails to pay on time.
3.11 Caseflow offers product support up-to 10 hours per contract at no additional charge. However, additional product support on top of the 10 hours (“Additional support”) and product support required outside of normal business hours from 8:00 to 17:00 CEST (“Support outside business hours”), is subject to a surcharge.
The surcharge for “Support outside normal business hours” is charged per day and is dependent on which day of the week the support is required. The surcharge for “Additional support” is subject to an hourly rate. In case a customer requires “Support outside normal business hours” and “Additional support” simultaneously the prices are added on top of each other.
Currently, the prices are as follows:
“Support outside business hours”:
Monday to Friday – 1.000 DKK / 135 € per day Saturday to Sunday – 1.500 DKK / 200 € per day
“Additional support” – 400 DKK / 55 € per hour
Caseflow cannot be made liable for any damages or losses incurred directly or indirectly in connection to our product support.
3.12 As stated in clause 3.2, Caseflow will send its invoice(s) upon having concluded an agreement regarding an Assignment for the Client to pay up-front. If the parties have agreed on payment in tranches, Caseflow will invoice in tranches accordingly. Caseflow is at all times entitled to send an invoice immediately after an offer has been accepted by the Client.
Payment terms are 30 days from invoicing date unless a different payment term has been agreed with Caseflow and this has been confirmed in writing.
3.13 All Offers given by Caseflow expire within 30 days after it has been sent.
3. Performance and Delivery
3.1 The parties shall be deemed to have concluded a binding agreement regarding an Assignment when the Client has accepted Caseflow's offer (an “Offer”) regarding the Assignment. The Offer and its acceptance will most often, and is preferred to, be in writing but can, on a case-by-case basis, be in the form of a verbal agreement. An Offer will, as a main rule, include a description of the Event and the pertaining Services, the date, the Caseflow contact person and the price.
3.2 Once an Assignment has been agreed, Caseflow will shortly thereafter send its invoice to the Client. The invoice will contain a short description of the agreed Event and the pertaining Services included under the invoice.The Client agrees that it shall review the invoice thoroughly and check whether the Assignment is described and charged correctly in accordance with the agreed Assignment. If the Client has any objections to the invoice, the Client shall give notice of such objections immediately and in any event no later than three (3) working days following the Client’s receipt of the invoice.
3.3 Caseflow offers both payment of a fixed sum for Services (“Pay as you go”) and periodically payment of a fixed sum to receive general access to the Caseflow Platform depending on the chosen subscription plan (“Subscription”). Descriptions of Caseflow subscription plans as well as a link to a description of Caseflow Services are available on www.Caseflow.io/plans-and-prices.
Subscriptions are offered on monthly, annual, biennial and triennial basis (the “Subscription Period”) and shall automatically renew for an additional Subscription Period of the same length as the Client’s initial Subscription Period, unless terminated by the parties in accordance with clause 6.2. Caseflow will sent an invoice to the Client at the start of each Subscription Period in accordance with Clause 3.2.
3.4 The Client accepts that the Assignment is provided as part of a process not fully within the control of Caseflow, and that Caseflow delivers the Assignment to the best of its ability. Accordingly, Caseflow assumes no obligation as to results.
3.5 The Client acknowledges and agrees that Caseflow has not made, and hereby expressly disclaims all, representations and warranties whether express or implied as to the performance or results of the Assignment.
3.6 The Assignment is performed in consultation between the parties. Consultation takes place through regular contact between the parties’ contact persons.
3.7 The Assignment must be performed at the agreed delivery time or, in the absence of an agreed delivery time, at the speed deemed reasonable considering the scope and other circumstances of the Assignment.
3.8 Caseflow may choose in its sole discretion which employees who are to perform the Assignment. Caseflow may use sub-suppliers or external consultants for the performance of the Assignment, subject to terms of the DPA, if applicable, but is liable for such in the same manner as Caseflow is liable for its own services.
3.9 As a result of Caseflow not undertaking any obligations as to results, see clause 3.4, the Client cannot make any claims based on defects in the Assignment provided.
3.10 The Client accepts to pay any amounts in accordance with Caseflow terms of payment appearing from its invoices. In case of submission of overdue payment reminder (in Danish: “rykkerskrivelse”) an administration fee will be added Caseflow outstanding debt as will appear on the reminder. The Client is not entitled to utilize any Assignment of a part of an Assignment until payment in full has been made, as well as Caseflow is entitled to suspend all work for the Client if the Client fails to pay on time.
3.11 Caseflow offers product support up-to 10 hours per contract at no additional charge. However, additional product support on top of the 10 hours (“Additional support”) and product support required outside of normal business hours from 8:00 to 17:00 CEST (“Support outside business hours”), is subject to a surcharge.
The surcharge for “Support outside normal business hours” is charged per day and is dependent on which day of the week the support is required. The surcharge for “Additional support” is subject to an hourly rate. In case a customer requires “Support outside normal business hours” and “Additional support” simultaneously the prices are added on top of each other.
Currently, the prices are as follows:
“Support outside business hours”:
Monday to Friday – 1.000 DKK / 135 € per day Saturday to Sunday – 1.500 DKK / 200 € per day
“Additional support” – 400 DKK / 55 € per hour
Caseflow cannot be made liable for any damages or losses incurred directly or indirectly in connection to our product support.
3.12 As stated in clause 3.2, Caseflow will send its invoice(s) upon having concluded an agreement regarding an Assignment for the Client to pay up-front. If the parties have agreed on payment in tranches, Caseflow will invoice in tranches accordingly. Caseflow is at all times entitled to send an invoice immediately after an offer has been accepted by the Client.
Payment terms are 30 days from invoicing date unless a different payment term has been agreed with Caseflow and this has been confirmed in writing.
3.13 All Offers given by Caseflow expire within 30 days after it has been sent.
3. Performance and Delivery
3.1 The parties shall be deemed to have concluded a binding agreement regarding an Assignment when the Client has accepted Caseflow's offer (an “Offer”) regarding the Assignment. The Offer and its acceptance will most often, and is preferred to, be in writing but can, on a case-by-case basis, be in the form of a verbal agreement. An Offer will, as a main rule, include a description of the Event and the pertaining Services, the date, the Caseflow contact person and the price.
3.2 Once an Assignment has been agreed, Caseflow will shortly thereafter send its invoice to the Client. The invoice will contain a short description of the agreed Event and the pertaining Services included under the invoice.The Client agrees that it shall review the invoice thoroughly and check whether the Assignment is described and charged correctly in accordance with the agreed Assignment. If the Client has any objections to the invoice, the Client shall give notice of such objections immediately and in any event no later than three (3) working days following the Client’s receipt of the invoice.
3.3 Caseflow offers both payment of a fixed sum for Services (“Pay as you go”) and periodically payment of a fixed sum to receive general access to the Caseflow Platform depending on the chosen subscription plan (“Subscription”). Descriptions of Caseflow subscription plans as well as a link to a description of Caseflow Services are available on www.Caseflow.io/plans-and-prices.
Subscriptions are offered on monthly, annual, biennial and triennial basis (the “Subscription Period”) and shall automatically renew for an additional Subscription Period of the same length as the Client’s initial Subscription Period, unless terminated by the parties in accordance with clause 6.2. Caseflow will sent an invoice to the Client at the start of each Subscription Period in accordance with Clause 3.2.
3.4 The Client accepts that the Assignment is provided as part of a process not fully within the control of Caseflow, and that Caseflow delivers the Assignment to the best of its ability. Accordingly, Caseflow assumes no obligation as to results.
3.5 The Client acknowledges and agrees that Caseflow has not made, and hereby expressly disclaims all, representations and warranties whether express or implied as to the performance or results of the Assignment.
3.6 The Assignment is performed in consultation between the parties. Consultation takes place through regular contact between the parties’ contact persons.
3.7 The Assignment must be performed at the agreed delivery time or, in the absence of an agreed delivery time, at the speed deemed reasonable considering the scope and other circumstances of the Assignment.
3.8 Caseflow may choose in its sole discretion which employees who are to perform the Assignment. Caseflow may use sub-suppliers or external consultants for the performance of the Assignment, subject to terms of the DPA, if applicable, but is liable for such in the same manner as Caseflow is liable for its own services.
3.9 As a result of Caseflow not undertaking any obligations as to results, see clause 3.4, the Client cannot make any claims based on defects in the Assignment provided.
3.10 The Client accepts to pay any amounts in accordance with Caseflow terms of payment appearing from its invoices. In case of submission of overdue payment reminder (in Danish: “rykkerskrivelse”) an administration fee will be added Caseflow outstanding debt as will appear on the reminder. The Client is not entitled to utilize any Assignment of a part of an Assignment until payment in full has been made, as well as Caseflow is entitled to suspend all work for the Client if the Client fails to pay on time.
3.11 Caseflow offers product support up-to 10 hours per contract at no additional charge. However, additional product support on top of the 10 hours (“Additional support”) and product support required outside of normal business hours from 8:00 to 17:00 CEST (“Support outside business hours”), is subject to a surcharge.
The surcharge for “Support outside normal business hours” is charged per day and is dependent on which day of the week the support is required. The surcharge for “Additional support” is subject to an hourly rate. In case a customer requires “Support outside normal business hours” and “Additional support” simultaneously the prices are added on top of each other.
Currently, the prices are as follows:
“Support outside business hours”:
Monday to Friday – 1.000 DKK / 135 € per day Saturday to Sunday – 1.500 DKK / 200 € per day
“Additional support” – 400 DKK / 55 € per hour
Caseflow cannot be made liable for any damages or losses incurred directly or indirectly in connection to our product support.
3.12 As stated in clause 3.2, Caseflow will send its invoice(s) upon having concluded an agreement regarding an Assignment for the Client to pay up-front. If the parties have agreed on payment in tranches, Caseflow will invoice in tranches accordingly. Caseflow is at all times entitled to send an invoice immediately after an offer has been accepted by the Client.
Payment terms are 30 days from invoicing date unless a different payment term has been agreed with Caseflow and this has been confirmed in writing.
3.13 All Offers given by Caseflow expire within 30 days after it has been sent.
3. Performance and Delivery
3.1 The parties shall be deemed to have concluded a binding agreement regarding an Assignment when the Client has accepted Caseflow's offer (an “Offer”) regarding the Assignment. The Offer and its acceptance will most often, and is preferred to, be in writing but can, on a case-by-case basis, be in the form of a verbal agreement. An Offer will, as a main rule, include a description of the Event and the pertaining Services, the date, the Caseflow contact person and the price.
3.2 Once an Assignment has been agreed, Caseflow will shortly thereafter send its invoice to the Client. The invoice will contain a short description of the agreed Event and the pertaining Services included under the invoice.The Client agrees that it shall review the invoice thoroughly and check whether the Assignment is described and charged correctly in accordance with the agreed Assignment. If the Client has any objections to the invoice, the Client shall give notice of such objections immediately and in any event no later than three (3) working days following the Client’s receipt of the invoice.
3.3 Caseflow offers both payment of a fixed sum for Services (“Pay as you go”) and periodically payment of a fixed sum to receive general access to the Caseflow Platform depending on the chosen subscription plan (“Subscription”). Descriptions of Caseflow subscription plans as well as a link to a description of Caseflow Services are available on www.Caseflow.io/plans-and-prices.
Subscriptions are offered on monthly, annual, biennial and triennial basis (the “Subscription Period”) and shall automatically renew for an additional Subscription Period of the same length as the Client’s initial Subscription Period, unless terminated by the parties in accordance with clause 6.2. Caseflow will sent an invoice to the Client at the start of each Subscription Period in accordance with Clause 3.2.
3.4 The Client accepts that the Assignment is provided as part of a process not fully within the control of Caseflow, and that Caseflow delivers the Assignment to the best of its ability. Accordingly, Caseflow assumes no obligation as to results.
3.5 The Client acknowledges and agrees that Caseflow has not made, and hereby expressly disclaims all, representations and warranties whether express or implied as to the performance or results of the Assignment.
3.6 The Assignment is performed in consultation between the parties. Consultation takes place through regular contact between the parties’ contact persons.
3.7 The Assignment must be performed at the agreed delivery time or, in the absence of an agreed delivery time, at the speed deemed reasonable considering the scope and other circumstances of the Assignment.
3.8 Caseflow may choose in its sole discretion which employees who are to perform the Assignment. Caseflow may use sub-suppliers or external consultants for the performance of the Assignment, subject to terms of the DPA, if applicable, but is liable for such in the same manner as Caseflow is liable for its own services.
3.9 As a result of Caseflow not undertaking any obligations as to results, see clause 3.4, the Client cannot make any claims based on defects in the Assignment provided.
3.10 The Client accepts to pay any amounts in accordance with Caseflow terms of payment appearing from its invoices. In case of submission of overdue payment reminder (in Danish: “rykkerskrivelse”) an administration fee will be added Caseflow outstanding debt as will appear on the reminder. The Client is not entitled to utilize any Assignment of a part of an Assignment until payment in full has been made, as well as Caseflow is entitled to suspend all work for the Client if the Client fails to pay on time.
3.11 Caseflow offers product support up-to 10 hours per contract at no additional charge. However, additional product support on top of the 10 hours (“Additional support”) and product support required outside of normal business hours from 8:00 to 17:00 CEST (“Support outside business hours”), is subject to a surcharge.
The surcharge for “Support outside normal business hours” is charged per day and is dependent on which day of the week the support is required. The surcharge for “Additional support” is subject to an hourly rate. In case a customer requires “Support outside normal business hours” and “Additional support” simultaneously the prices are added on top of each other.
Currently, the prices are as follows:
“Support outside business hours”:
Monday to Friday – 1.000 DKK / 135 € per day Saturday to Sunday – 1.500 DKK / 200 € per day
“Additional support” – 400 DKK / 55 € per hour
Caseflow cannot be made liable for any damages or losses incurred directly or indirectly in connection to our product support.
3.12 As stated in clause 3.2, Caseflow will send its invoice(s) upon having concluded an agreement regarding an Assignment for the Client to pay up-front. If the parties have agreed on payment in tranches, Caseflow will invoice in tranches accordingly. Caseflow is at all times entitled to send an invoice immediately after an offer has been accepted by the Client.
Payment terms are 30 days from invoicing date unless a different payment term has been agreed with Caseflow and this has been confirmed in writing.
3.13 All Offers given by Caseflow expire within 30 days after it has been sent.
4. Intellectual Property
4.1 Caseflow is the owner of all design on the Caseflow Platform, including but not limited to texts, graphic elements, audio, software, logos and all copyright, trademarks and additional intellectual property and the Client acknowledges and agrees that it is not granted and shall not receive any right, title or interest in or to any intellectual property rights of Caseflow and no such right, title or interest shall be inferred or implied, except for the license rights set out in clause 4.3 and 4.4.
4.2 The Client may not reverse engineer, decompile, or disassemble any intellectual property, including software code, disclosed or provided by Caseflow to the Client.
4.3 Caseflow grants the Client a limited, non-exclusive, non-sublicensable, non- transferable and revocable license to access and use the Caseflow Platform in accordance with these Terms.
4.4 Caseflow offers to supply case material for a fee to be used in the Client’s Events on the Caseflow platform, including but not limited to any cases, questionnaires, personality tests, explanations, scoreboards, judging criteria, feedback to participants (“Caseflow Case Material”). Unless otherwise agreed in writing, the rights to the Caseflow Case Material belong solely to Caseflow. Caseflow grants the Client a non-exclusive, non-sublicensable, non-transferable, revocable license to use the Caseflow Case Material on the Caseflow Platform. For the avoidance of doubt, the Client is not permitted to (i) use the Caseflow Case Material outside of the Platform, (ii) copy the Caseflow Case Material partly or in full, or (iii) redistribute, share or sell the Caseflow Case Material to any third party.
4.5 The Client retains the rights to content created by the Client and/or Client’s Users, including but not limited to any cases, questionnaires, personality tests, explanations, scoreboards, judging criteria, feedback to participants or any other material supplied in connection with an event all copyright, trademarks and additional intellectual property (“Client Content”). The Client is entitled to supply its own cases to be used in the Client’s Events on the Caseflow Platform (“Client Case”) subject to Caseflow's case quality assessment. The Client shall send the Client Case to Caseflow at least [10 days] in advance of the Client’s Events, thereby giving Caseflow the opportunity to perform the case quality assessment. In the event that Caseflow rejects the Client Case based on the result of the case quality assessment, the Client shall not be entitled to use the Client Case on the Caseflow Platform.
4.6 The Client grants Caseflow and its subcontractors a non-exclusive license to access, store and make available Client Content on the Caseflow Platform for the purposes of performing the agreement and grants Caseflow and its subcontractors a non- exclusive, perpetual license to use the Client Case for the purposes of business development.
4.7 The Client warrants that it has secured the necessary rights to Client Content, and the Client undertakes to hold Caseflow harmless against any liability whatsoever which Caseflow may be subject to in connection with any claims against Caseflow based on a claim that the information and material made available by the Clientto Caseflow or which otherwise are part of the delivery infringes any third party’s intellectual property or other rights.
5. Liability and Force Majeure
5.1 Caseflow is solely responsible for any loss that the Client may suffer as a direct result of Caseflow's documented non -compliance with its obligations or neglect in the performance of the Assignment. Any liability for Caseflow to pay damages to the Client is limited to direct and documented damages only, while indirect losses and consequential damages, including loss of profits, goodwill or increased operating costs, are excluded. Further, Caseflow is not liable for damages of the Client or any third party arising out of the Client’s use of the Caseflow Platform or Services.
5.2 If the Client wishes to raise a claim based on delay or defects, the Client must give written notice of the delay or defect within five days of delivery. Otherwise the Client will forfeit its remedies for breach of contract. Caseflow must always be allowed a reasonable final time limit for correcting performance and is at all times entitled to correction (in Danish: “afhjælpning”) and/or replacement. Upon proper correction and/or replacement, the Client cannot make claim for other remedies because of default. Proportionate reduction in prices is only granted in case of material defects which Caseflow has chosen not to correct and/or replace. Remedies can only be exercised for 3 months after delivery, after which date there the Client can no longer claim for defects in the delivery.
5.3 Any liability for Caseflow to pay damages to the Client cannot exceed the fee received by Caseflow, however limited to DKK 25,000, and is subject to the Client provided written notice hereof no later than 3 months after delivery by Caseflow.
5.4 Caseflow's obligations shall be excused in case of a force majeure event, meaning conditions that are beyond a Party’s control, including strike, labour dispute, IT, pandemics, epidemics, defect or delay in delivery from sub-suppliers or external consultants, fire, damage by water and natural disaster.
6. Cancellation, alterations and termination
6.1 If the parties have agreed to Services (“Pay as you go”), cf. clause 3.3, the Client’s acceptance of Caseflow's Offer constitutes a binding agreement (Assignment) that cannot be terminated for convenience. This means, among other things, that the Client cannot claim a refund of the price for the Assignment without a warranted cause. However, if the Client cancels an Assignment 30 days before the delivery date of the Assignment, the Client is entitled to a discount on the next assignment equivalent to fifty percent (50 %) of the price for the Assignment. If the Client cancels an Assignment less than 30 days before the delivery date of the Assignment, the Client is not entitled to a refund.
6.2 If the parties have agreed on a Subscription, cf. clause 3.3, the Subscription will terminate upon expiration of the current Subscription Period if a party provides a notice of 7 days for monthly Subscription, 30 days for annual Subscription, 60 days for biennial Subscription and 90 days for triennial Subscription prior to the start of the next Subscription Period. Notice of termination shall be delivered in writing. New monthly subscriptions come with a 3-month commitment that includes onboarding and support. Caseflow is entitled to adjust the Subscription price and package from time to time and will notify the Client within a reasonable time in advance. Price changes will take effect at the start of the next Subscription Period.
6.3 The Client can submit requests for alterations of an already agreed Assignment to Caseflow and clause 3.1 re. Offer and acceptance applies accordingly in such event. If the Client requests an alteration, Caseflow is entitled to adjust the price accordingly, e.g. in consideration for increased costs or extra work at Caseflow's side. Small price adjustments (at less than ten percent (10 %) of the original price) are deemed to be accepted by the Client, however price adjustments at more than ten percent (10 %) shall be accepted in writing by the Client. Clause 3.2 applies in such event. The Client is not entitled to a price reduction regardless of the nature of the alteration.
6.4 In case of breach by a party, and such breach has not been remedied by the party in breach within 7 days from having written notice by the party not in breach, the non-breaching party may terminate the Assignment/agreement in writing with immediate effect.
7. Data Protection
7.1 Caseflow has access to the personal data uploaded by the Client and the Client’s users on the Caseflow Platform delivered by Caseflow. Caseflow acts as data processor and the Client acts as the data controller when processing data in the Caseflow Platform. Caseflow and the Client shall enter into a data processing agreement governing Caseflow's processing of personal data on behalf of the Client.7.2 Notwithstanding Clause
7.2, Caseflow acts as independent data controller for the user profiles on the Caseflow Platform which may be used by the user for multiple Events on the Caseflow Platform.
7.3 Caseflow also collects certain data about the Client and the Client’s users outside the Caseflow Platform in the role of independent data controller for its own purposes, including for the performance of the agreement with the Client. All information regarding this processing is described in Caseflow's Privacy Policies available in the Caseflow Platform and on Caseflow's website. The Client is required to familiarize itself with Caseflow's Privacy Policies.
8. Miscellaneous
8.1 The parties agree that any confidential and/or proprietary information of the other party shall be kept confidential and used, accessed and disclosed (e.g. to sub- suppliers) solely for and in connection with the use of the Caseflow Platform and provision of Services. The parties may not, without the prior express written consent of the other party, disclose or transfer confidential information to any third party.
8.2 Caseflow is entitled to loyally and as part of Caseflow's general marketing activities (e.g. by using the Client’s logo etc.) to refer to the fact that the Client is a customer of Caseflow as well as to use the delivery for marketing purposes without paying any fees to the Client.
8.3 These Terms shall be governed by and construed and enforced in accordance with Danish law, without regard to any choice of law principles. Any dispute or matter arising out of, or related to, these Terms shall be subject to the exclusive venue and jurisdiction of the Danish ordinary courts.
