General Terms and Conditions of the Subscription
The Client and Barma will be referred to individually as “the Party” and collectively as “the Parties”.
1. PURPOSE AND BACKGROUND
1.1. Barma Int ApS (”Barma”) delivers the services as described on Barma’s website (“Service”). The Service may include one or more of the following services: Learning Management System (”LMS”), Onboarding, Barma Academy (”Academy”), Content Production (“Content”), and Consultation.
2. CONCLUSION OF THE AGREEMENT
2.1. Agreements between Barma and the client in question (“the Client”) are valid and concluded when the agreement (“the Agreement”) regarding the Service has been signed physically or digitally by the Parties.
2.2. These Terms and Conditions (”Terms and Conditions”) supplement the Agreement and automatically apply unless otherwise specified in the Agreement.
2.3. These Terms and Conditions take precedence to the Client’s terms and conditions regardless of whether the Client’s terms and conditions stipulate that the Client’s terms apply to the delivery of the Service.
2.4. Barma reserves the right to update and/or change the Terms and Conditions at any point.
3. INFORMATION AND PRODUCT/SERVICE DEVELOPMENT
3.1. Barma reserves the right to change the information regarding Barma’s Services, including information used in marketing material and on Barma’s website.
3.2. Unless another arrangement is in place with the Client, LMS Service is delivered as a Cloud solution, i.e. on an online IT platform to which Barma grants the Client access.
3.3. Barma reserves the right to develop and improve the relevant Services at Barma’s discretion at any time.
3.4. Barma may not limit, suspend, amend, or otherwise cause downtime of or changes to the Client’s Services without the Client’s consent unless this is necessary to maintain or update the Service and its relevant IT systems etc. Likewise, the Client agrees to accept maintenance/updates that Barma’s subcontractors may carry out.
3.5. Barma endeavours to inform the Client of planned downtime whenever possible, but Barma reserves the right to carry out the actions described in Clause 3.4 without warning and resulting compensation to the Client.
4. PAYMENT
4.1. Payment will take place in advance, and the Client is bound to the Agreement throughout its entire term based on the number of users who need access to the relevant Service. “Users” refers to the employees or other individuals due to get access to the Service through the Agreement with the Client.
4.2. In the event that the Client uses the Service to activate more Users than specified in the Agreement, an invoice will be issued as Barma reserves the right to demand payment for one year for the additional number of Users.
4.3. Prices are always listed in Danish kroner (DKK) unless otherwise specified. All prices include VAT, taxes, fees, and charges levied on the Service by the authorities.
4.4. Barma may increase its prices by up to 7% with 30 days’ notice.
4.5. The payment term is 8 days from the invoice date. If the Client is signed up for automated payment, Barma debits the amount directly. Barma receives the right to charge 2% interest per month in the event of late payment. Barma also reserves the right to block the Client’s access to the Service in the event of late payment.
4.6. If Barma is hired for Content or Consultation, an estimated price will be calculated, and 80% of the estimated price will be paid upfront before the start of the project. The remaining cost will be paid at the project’s conclusion, per Clause 4.5.
5. CANCELLATION OF PLANNED CONTENT OR CONSULTATION PROJECTS
5.1. In the event that the Client cancels any project, the Client will cover the start-up costs as outlined and estimated in Barma’s project description so that the Client is familiar with the amount in question.
6. FAIR USE
6.1. Barma reserves the right to limit or block access to the Service (including via Barma’s subcontractors) if the Client’s use of the Service results in a disproportionate level of resource consumption for Barma and/or Barma’s subcontractors that exceeds the average level. The same applies to the use of hard-drive storage space.
6.2. To whatever extent possible, Barma will contact the Client and warn them of a reduction in resource consumption if this is possible and fair to Barma’s other clients and if this is possible in relation to Barma’s subcontractors.
6.3. Barma may limit or block the Client’s access to the Service until the Client’s consumption has been reduced to an appropriate level in relation to the Services that the Client has purchased.
7. CONTRACTUAL BREACH
7.1. In the event that the Service is lacking or delayed, the Client must submit a written complaint to Barma immediately to invoke contractual breach.
7.2. In the event of a contractual breach from Barma’s side, Barma has 1 (one) month from receipt of the Client’s complaint to rectify the relevant breach. If this does not occur within the specified timeline, this is considered a considerable breach, in which case the Client reserves the right to terminate the Agreement for up to 7 days. If the Client does not do so within this timeframe, the Client’s forfeits their right to termination.
7.3. In the event of the Client’s termination due to contractual breach, the Client reserves the right to stop future payments to Barma as well as receive a refund of any automated charges levied after the time of termination.
7.4. Aside from the right to terminate the Agreement, the Client has no remedial measures per the disclaimer in Section 9.
7.5. The Client understands that the Service is in a constant state of development and improvement and that this may result in minor software errors, changes in appearance, and/or unintentional events. These events are not considered contractual breaches.
8. INTELLECTUAL PROPERTY
8.1. The Client accepts and recognises that Barma and/or Barma’s subcontractors own the rights to the Service, the underlying software, and other intellectual property. The Client’s use of the Service is limited, non-exclusive, and non-transferable.
8.2. The Agreement does not give the Client the right to use the materials in question beyond the specified duration of the Agreement.
8.3. The Client owns the rights to all data and content that they provide the Supplier, which is collected, stored, processed, created, and generated as a result of the Partnership and completion of the supply contract.
8.4. Barma owns the rights to all data and content created by Barma in connection with Barma Academy and which is collected, stored, processed, created, and generated as a result of the Partnership and completion of the supply contract. The Client is not permitted to sell or otherwise market Barma Academy.
9. DISCLAIMER
9.1. The Agreement is subject to a full disclaimer, and thus the Client cannot claim damages from Barma as a result of the Agreement.
9.2. The Client recognises and accepts that no matter the reason they may want to claim damages, Barma is not liable to pay damages to the Client for issues with the Service rendered, including errors, shortcomings, delays, product liability, and downtime cf. Clause 3.4, no matter the extent of these issues and other kinds of contractual breach.
9.3. Aside from Barma, the disclaimer extends to all companies and persons associated with Barma, including Barma’s employees, management, and owners, as well as to all claims submitted by the Client. This includes, but is not limited to, damages for operational losses, loss of profit and other financial losses, whether the claim arises directly, indirectly, or through derivation—such as through a third party—as the result of physical or intellectual damages, data loss, data recovery, damages resulting from unauthorised access to the data, and other kinds of data/security breaches pursuant to the current legislation regarding the handling of personal data.
9.4. In the event that the Parties agree that Barma is liable and a court of law elects to overrule the limited liability outlined above, the maximum liability is no greater than an amount equal to the past three months’ subscription fee as paid by the Client to Barma.
10. TRANSFER OF RIGHTS
10.1. Barma reserves the right to transfer all rights and obligations per the Agreement to a third party without the Client’s prior consent. The Client does not reserve the right to transfer rights and obligations per the Agreement without Barma’s prior consent.
11. CONFIDENTIALITY
11.1. The Parties are mutually responsible for maintaining confidentiality regarding all information obtained by one Party about the other Party. This confidentiality remains in force indefinitely following the termination of the Agreement.
11.2. Barma reserves the right to use the Client’s name on the list of references on Barma’s website or in similar marketing material. Should Barma desire a dedicated testimonial/recommendation, Barma must request this directly from the Client.
11.3 Barma offers various discounts and advantages that the client and the Client’s employees can use through Barma. The Client, therefore, gives Barma permission to get the Client’s employees’ consent to contact them in writing or directly through emails, letters, texts, and calls in connection with consultation, sales, statistics, surveys, marketing of products in Barma’s or Barma’s partners’ product portfolios, and/or in connection with optimisation of/consultation surrounding Services. An employee’s consent is voluntary, and they reserve the right to withdraw consent at any time.
11.4. Barma reserves the right to place logo and text in the intro and outro of educational content created by Barma for the Client.
12. TERMINATION
12.1. Regardless of Clause 2.4, Barma cannot amend its termination policy except as outlined in Section 7 about contractual breaches, where both Parties reserve the right to terminate the Agreement with 45 days’ notice.
13. DISPUTES
13.1. In the event of a dispute that cannot be resolved by the Parties alone, the matter will be directed to the Danish court. The default venue will be the court in Aarhus.
14. TERM INFRINGEMENT
14.1. Should the court overseeing a dispute deem any clause in this Agreement illegal, invalid, or otherwise unenforceable, the court reserves the right to amend the clause to reflect the intent of the Parties and enforce the clause in its edited version.
14.2. All other clauses of the Agreement will remain in force and must be interpreted in compliance with the amended clause.
15. APPENDIX: MEASUREMENTS, AIMS, AND UPTIME REPORTS
15.1. The subcontractor aims for 95% uptime 24/7/365, but this cannot be guaranteed.
