(Last updated 07.11.2023)
End User License Agreement (EULA) — License agreement and terms of business for Openframe ApS.
1. Introduction
1.1 This License and User Agreement applies to all users and customers of Openframe ApS (hereinafter "Openframe") both by using the online developed and owned online management and calculation tool for sustainability in construction (hereinafter "the Tool") and in the other collaboration with Openframe on the implementation of development processes and other services.
Openframe's customers, whether they are businesses, organizations, associations or private individuals, are hereinafter referred to as "Users".
2. Acceptance of the user agreement
2.1 The "Agreement" (as entered into between Openframe and the Users) means acceptance of the entire contractual basis consisting of the User Agreement and Privacy Policy (and any subsequent versions, cf. section 11 herein), as published on openframe.org.
2.2 The Agreement gives the User access to use the Tool for business purposes in accordance with the legislation in force at any given time.
2.3 By using the Tool, the User agrees to be subject to the Agreement. The Agreement constitutes the complete and final agreement documents between the parties and supersedes all proposals or prior agreements between the parties which relate to the content of the Agreement.
3. The tool
3.1 Openframe provides the Tool as software in the form of an online platform with associated templates, guides, etc.
3.2 The Tool, including all intellectual property rights and documentation, is Openframe's property. Openframe retains ownership of the Tool and any further developments or adaptations.
3.3 The User has a non-exclusive, non-transferable, non-sublicensable right to use the Tool for the purposes agreed with Openframe, for as long as a contractual relationship exists between the User and Openframe.
3.4 Openframe has the right to continuously upgrade the Tool with new features and designs and make changes and adjustments in order to make the Tool generally better for all Users.
3.5 The User may not copy the Tool, and the User may not use the Tool for purposes other than those described by Openframe.
4. Conditions and obligations of the User
4.1 The User undertakes to provide complete and correct information when entering into the Agreement and when creating a user profile on www.openframe.org.
4.2 The User is responsible for ensuring proper and confidential storage of any login/username and password. If the User becomes aware of misuse or unauthorized use, the User must immediately notify Openframe.
4.3 Openframe is entitled to monitor the User's use of the Tool and to terminate use or take other appropriate measures if the Tool is used in violation of the Agreement or relevant legislation.
4.4 The User must be a person or company. Neither machines nor automated services can use the Tool.
4.5 The User may only use the Tool by using Openframe's software and website.
4.6 The User must have internet access and an e-mail address in order to use the Tool.
4.7 The User must not attempt to break into the underlying database or other system resources, reverse engineer source codes, or use the Tool in a way that could harm Openframe or third parties.
4.8 The User may not modify, translate, rent, lease, sell, distribute, or create derivative works based on the Tool without separate written permission from Openframe.
4.9 The User warrants that their use of the Tool is legal in every respect and undertakes to comply with all applicable legislation.
4.10 The User agrees to indemnify Openframe against any claim, loss or expense arising out of the User's use of the Tool in breach of the Agreement or applicable law.
4.11 The Tool may only be used by persons directly employed by the User or whom the User has authorized to grant access.
5. Obligations of Openframe
5.1 Openframe stores confidential customer information securely and will not disclose this information without the written permission of the User.
5.2 For web-based access and use of the Tool, Openframe provides periodic backups of uploaded data.
5.3 In the event of a system breakdown, Openframe will restore the Tool as soon as possible.
5.4 Openframe acknowledges that non-publicly known information and data entered or uploaded into the Tool by the User is the exclusive property of the User. However, Openframe reserves the right to analyze the User's use of the Tool in order to improve it.
5.5 Openframe acts solely on the instructions of the User in relation to the processing of personal data via the Tool.
6. Price and payment
6.1 The price for access to the Service is stated in the Agreement and on www.openframe.org. Ongoing payments are automatically adjusted annually in January in relation to Statistics Denmark's consumer price index.
6.2 Subscription payments are made in advance via invoicing.
6.3 Invoiced amounts are due for payment 14 days after the invoice date unless otherwise stated in the Agreement.
6.4 All prices are given in Danish kroner (DKK) excluding VAT, unless otherwise stated.
6.5 In the event of late payment, Openframe has the right to terminate the User's access to the Tool after the first reminder.
6.6 In the event of late payment, interest will be charged in accordance with the Danish Interest Act, plus a reminder fee of DKK 100 per reminder letter (maximum three).
7. License period
7.1 The license is valid for as long as Openframe provides the User with access to the Tool.
The license agreement is non-cancellable for the first 12 months. Thereafter, the User may terminate the license agreement at the end of each license period (3 months at a time) with 30 days' notice.
Openframe may terminate the cooperation with 30 days' notice if changes in Openframe's business or the Tool make this relevant.
7.2 The license is pre-invoiced for 3 months at a time unless otherwise agreed.
8. Safety and operation
8.1 Openframe will endeavour to make the Tool available without defects and with adequate safety and stability (target uptime: 98%).
8.2 Openframe will seek to perform maintenance between 20:00 and 06:00 and provide advance notice of planned downtime where possible.
8.3 Openframe does not guarantee and cannot be held liable for specific uptime, security against hacker attacks, uninterrupted availability, or the speed experienced when using the Tool.
9. Intellectual property rights
9.1 Openframe has all rights to the Tool and its components, including name, logo, programming, databases, design, and texts. The User retains all rights to their own data and files uploaded to the Tool.
9.2 The User may not use material belonging to Openframe for any other commercial purpose without written agreement.
10. Disclaimer and limitation of liability
10.1 The Tool is delivered "as is". Openframe does not guarantee that the Tool will be uninterrupted or free from defects, or that it will be suitable for the User's purpose.
10.2 Openframe's liability is limited to the amount invoiced to the User in the preceding 12 months.
10.3 Openframe is not liable for indirect or consequential loss, including loss of data, revenue, or business.
11. Force majeure
11.1 Neither party shall be liable if compliance with the Agreement is not possible due to force majeure, including strikes, lockouts, acts of war, disease epidemics, natural disasters, and fire beyond the reasonable control of the parties.
11.2 Force majeure may only be invoked if the other party is notified in writing no later than 5 working days after the event.
11.3 If force majeure prevents a party from fulfilling its essential obligations for more than 30 calendar days, each party is entitled to terminate the Agreement with 7 calendar days' written notice.
12. Amendment of terms
12.1 Openframe may amend the License Agreement and terms at any time, with 30 days' notice to the User before changes take effect.
13. Termination and default
13.1 The Agreement enters into force on the start date specified in the Agreement.
13.2 The Agreement is non-terminable for both parties for the first 12 months. Thereafter it can be terminated with 30 days' notice to the end of a license period. The Agreement is automatically extended for one license period if not terminated in time.
13.3 The Agreement may be terminated immediately in the event of material breach by the other party, including using the Tool contrary to its purpose, attempting reverse engineering, copying Openframe content, or non-payment.
13.4 Upon termination, Openframe is obliged — for 60 calendar days — to provide a copy of the User's data upon written request and against payment of reasonable costs.
14. Jurisdiction and applicable law
14.1 Any dispute between the parties arising out of this agreement shall be governed by Danish law. The place of jurisdiction shall be the City Court of Copenhagen (as the court of first instance).