General Terms and Conditions of the Subscription
General Subscription Terms and Conditions
The Customer and Barma are each referred to as a “Party” and together as the “Parties”.
This content sets out the terms and conditions for the Customer's use of the software and Barma's delivery of services etc. Last updated 30/12-2024.
1. PURPOSE AND BACKGROUND
1.1 Barma Int ApS (“Barma”) provides services as described on Barma's website (hereinafter “Service”). The Service may include one or more of the following services: Learning Management System (“LMS”), Barma workspace (“workspace”) and/or Content Production (“Content”), Consulting (“Consulting”).
2. CONCLUSION OF AGREEMENTS
2.1 Agreements concluded between Barma and the relevant customer (“Customer”) are validly and finally concluded when the agreement (“Agreement”) regarding the relevant service is in writing or digitally accepted.
2.2 EXPIRED
2.3 EXPIRED
2.4 We reserve the right to change these General Subscription Terms at any time. Changes will be notified by direct communication by email or telephone. By continuing to use our services, you accept the updated terms.
3. INFORMATION AND DEVELOPMENT OF PRODUCTS/SERVICES
3.1 Barma reserves the right to continuously change information about Barma's Services, including information in marketing material and on Barma's website.
3.2 The LMS and Workspace services are provided as a cloud solution, i.e. via an online IT platform that Barma makes available to the Customer, unless otherwise specifically agreed with the Customer.
3.3 Barma may at any time further develop and improve the relevant Services as Barma may deem necessary.
3.4 Barma cannot, without the Customer's consent, limit, suspend, change or otherwise cause downtime (“downtime”) of or changes to the Customer's Services, unless this is necessary to maintain or update the Service, including the underlying IT systems etc. The Customer is similarly obliged to tolerate necessary maintenance/updates that Barma's subcontractors may perform in a similar manner.
3.5 Barma strives to inform the Customer as far as possible about planned downtime, but Barma is entitled, at its own discretion and for its own reasons, to do what is stated in section 3.4 without notice and compensation to the Customer for this.
4. PAYMENT
4.1 Payment is made (prepaid) and the Customer is bound for the term of the agreement, based on the scope defined in the contract and the agreed access to the Service.
4.2 If the Customer activates more Users or locations via the Service than agreed in the contract, this is settled in a similar manner based on the prices defined in the agreement, as Barma is entitled to charge for this additional number of Users based on the payment terms stated in the contract.
4.3 Prices are always stated in Danish kroner (DKK), unless otherwise stated. All prices are exclusive of VAT, taxes, duties and fees that the authorities may impose on the Service.
4.4 Barma may make price increases annually based on the contract renewal date up to the net price index, but minimum 3%.
4.5 The payment deadline is 14 days from the submission of the invoice. If the customer is registered for automatic payment, Barma will deduct the money itself. Late payment entitles Barma to charge 2% interest per month until payment is made. Barma also reserves the right to immediately close the Customer's access to the Service if timely payment is not made.
4.6 If Barma is hired for production and consulting services, an estimated price of the project is calculated and 80% of the estimated price is paid upfront before the start of the project and the remaining part upon completion and follows the conditions in section 4.5.
5. CANCELLATION OF PLANNED CONTENT OR CONSULTING PROJECTS
5.1 If the Customer cancels an approved project of any kind, the Customer covers the set-up costs as described and estimated in the project description from Barma in advance so that the Customer is aware of the amount.
6. FAIR USE (“FAIR USE”)
6.1 Barma reserves the right to manually or automatically, including via Barma's subcontractors, limit or cut off access to the Service if the Customer's use causes a disproportionate use of resources at Barma and/or Barma's subcontractors that exceeds average use. This also applies to the use of storage space or other use that overloads the system inappropriately.
6.2 Barma will, To the greatest extent possible, contact the Customer with notice to reduce resource consumption if this is possible and reasonable for Barma's other customers, including only if this is possible in relation to Barma's subcontractors.
6.3 Barma may limit or cut off the Customer's access to the Service until the Customer's consumption is brought to an appropriate resource level in relation to the Services purchased by the Customer.
7. BREACH OF CONTRACT
7.1 In the event of defects or delays in the Service, the Customer must immediately complain in writing to Barma to claim breach of the Agreement.
7.2 In the event of Barma's breach of the Agreement, Barma has 1 (one) month calculated from the time of the Customer's complaint to rectify the breach in question. If the breach is not remedied, it is a substantial breach, after which the Customer is entitled to terminate the agreement with Barma in writing for up to 7 days. If the Customer does not claim termination before then, the Customer's right of termination lapses.
7.3 In the event of the Customer's justified termination due to breach, the Customer is entitled to stop future payments to Barma and to receive back prepayments for the period after the time of termination.
7.4 Apart from the right to terminate the agreement, the Customer has no other remedies for breach, with reference to section 9 on disclaimer.
7.5 The Customer understands that the Service is constantly being developed and improved and that minor software errors, changes in appearance and/or unintended events may occur in such processes. These events do not constitute a breach of contract.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Customer accepts and acknowledges that Barma and/or Barma's subcontractors own the rights to the Service and the software used for it and other intellectual property rights in relation to it. The Customer's use is thus limited, non-exclusive and non-transferable.
8.2 The Agreement does not constitute any right or access for the Customer to use the materials in question beyond the term of the Agreement.
8.3 The Customer at all times owns all rights to all data and content that the Customer provides to the Supplier and which is collected, stored, processed, produced and generated as part of the Collaboration and the performance of the delivery.
8.4 Barma has at all times all rights to all data and content that Barma produces or has produced in connection with Barma that is collected, stored, processed, produced and generated as part of the Collaboration and the performance of the delivery. The Customer may not resell or commercialize the Barma platform or courses in any form.
9. DISCLAIMER OF LIABILITY
9.1 The Company cannot be held liable for any direct, indirect, incidental, special or consequential damages arising from the use of the Service.
9.2 The Customer acknowledges and accepts that regardless of the basis on which a claim or claim for damages may arise, Barma is not liable to the Customer as a result of the Services provided, including as a result of errors, defects, delays, product liability, downtime cf. section 3.4 and regardless of the degree of such and other forms of breach of the Agreement.
9.3 In addition to Barma, the disclaimer includes all companies and persons affiliated with Barma, including Barma's employees, management and owners and applies to all types of claims the Customer may incur. This includes - but is not limited to - claims for compensation for operating losses, loss of profit and other financial losses, whether the claim arises directly, indirectly or as a derivative claim - including from third parties - as a result of physical or intellectual property damage, loss of data, restoration of data, consequential damage in general, unauthorized access to the data and other forms of data / security breaches in accordance with the applicable rules for handling personal data.
9.4 The Parties agree that to the extent that there may be liability-inducing behavior - and a court may choose to set aside the above limitations of liability - any liability for damages may not exceed an amount corresponding to the last 3 months' remuneration paid by the Customer to Barma.
10. ASSIGNMENT OF RIGHTS
10.1 Barma is entitled to transfer all rights and obligations under the Agreement to a third party without the Customer's prior consent. The Customer is not entitled to transfer rights and obligations under the Agreement without Barma's prior consent.
11. CONFIDENTIALITY
11.1 The parties are mutually obliged to maintain confidentiality with respect to all information each party obtains about the other party. The confidentiality obligation applies indefinitely after termination of the agreement.
11.2 However, Barma is entitled to use the Customer's name in a reference list on Barma's website or similar form of marketing material. If Barma wants an actual testimonial / recommendation, this is agreed separately with the Customer.
11.3 Barma has and receives various discounts and benefits that the Customer and the Customer's employees can make use of through Barma. Therefore, the Customer confirms that it is necessary for Barma to obtain the consent of the Customer's employees for written or direct inquiries by e-mail, letter, text message and telephone for the purpose of advice, sales, statistics, surveys, and marketing of products in Barma's product portfolio or those of its partners and/or in connection with optimization of / guidance on services. The employee's acceptance of the consent will be completely voluntary and can revoke his consent at any time.
11.4 Barma is entitled to insert logo and text in intro and outtro on educational content produced by Barma for the customer.
12. TERMINATION
12.1 Notwithstanding section 2.4, Barma cannot change termination policies. In addition to what is stated in section 7 regarding default, both parties are entitled to terminate the agreement with 45 days' notice.
13. DISPUTES
13.1 In case of disputes that cannot be resolved amicably between the parties, Danish law shall apply. The court in Aarhus is the court of first instance.
14. BREACH OF TERMS AND CONDITIONS
14.1 If, in the event of a dispute, the courts find that any provision of the Agreement is illegal, invalid or unenforceable, the court shall be entitled to modify the provision in such a way as to reflect the intention of the Parties and to enforce the provision as modified.
14.2 All other provisions of the Agreement shall remain in force and shall be construed in accordance with the amended provision.
15. APPENDIX: MEASUREMENT, TARGET SETTING AND REPORTING OF UPTIME
15.1 Subcontractor's target uptime is 95% 24/7/365 but cannot be guaranteed.
