(Last updated 26.01.2023)

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 when using the online management and calculation tool for sustainability in construction developed and owned by Openframe (hereinafter “the Tool”) and in other cooperation with Frame 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 allows the User 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 bound by the Agreement. The User also agrees that the Agreement constitutes the complete and final contractual documents between the parties and that it supersedes all proposals or prior agreements between the parties relating to the content of the Agreement. The User’s breach of the Agreement entitles Openframe to terminate the User’s access to the Tool without the User being entitled to compensation.

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 the property of Openframe. Openframe retains ownership of the Tool and any further developments or customizations. The Openframe tool is supplied without exception in accordance with these terms and conditions.

3.3 The User has a non-exclusive, non-transferable, non-sublicensable right to use the Tool for the purposes agreed with Openframe. This right exists as long as there is a contractual relationship between the User and Openframe, including as long as the User has logged in to the Tool and has accepted this license agreement and terms of business.

3.4 Openframe has the right to continuously upgrade the Tool with new features and designs and make changes and adjustments in order to seek to make the Tool generally better for all Users and potential 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. Openframe shall be informed without undue delay of any changes to this information. To the extent required or relevant for the provision of the Tool, Openframe is entitled to request additional information from the User.

4.2 The User is responsible for ensuring the safe and confidential storage of any login/username and password in relation to the User’s subscription. If the User becomes aware that login/usernames or passwords are being misused or other unauthorized use of the license, the User must immediately notify Openframe.

4.3 Although Openframe has no obligation to monitor the User’s use of the Tool, Openframe is entitled to do so. If Openframe hereby or otherwise becomes aware of use of the Tool in violation of the Agreement or relevant legislation, Openframe is entitled to terminate the use or, at its own discretion, take other appropriate measures.

4.4 If any username and/or password is forgotten, Openframe can be contacted to send a new login/username and password via openframe.org.

4.5 The user must be a person or a company and neither machines nor automatic services can use the Tool.

4.6 The User may only use the Tool by using Openframe’s software and website.

4.7 The User must have Internet access and an e-mail address in order to benefit from the use of the Tool.

4.8 Openframe does not warrant the accuracy of the information provided by Openframe partners for use with the Tool.

4.9 Openframe develops and updates the Tool on a regular basis. Openframe welcomes suggestions for improvements and upgrades to the Tool from Users. Openframe does not undertake to make such updates and incorporate such enhancements, but in the event that Openframe does make such updates and incorporate such enhancements, they shall belong to Openframe and not to the User.

4.10 The User shall not attempt to break into the underlying database or other system resources of the Tool. The User is further obliged to refrain from attempting to derive or in any way discover source codes, object codes, algorithms, data or similar trade secrets in the Tool. The tool must also not be used in such a way that it may damage Openframe or third parties.

4.11 User may not, without separate permission from Openframe, modify, translate, rent, lease, lease, loan, sell, distribute, create derivative intellectual property rights or create products based in whole or in part on the Tool.

4.12 The User warrants to Openframe that the User’s use of the Tool is lawful in every respect. The User thus undertakes to comply with the legislation, including in particular the Marketing Act and the Personal Data Act in connection with the use of the Tool. In particular, there must be no unlawful data processing. The User shall be fully liable for any claims by third parties arising from the User’s use of the Tool. Openframe cannot in any way be held liable for the User’s use of the Tool, including, for example, unauthorized use of sensitive personal data.

4.13 Openframe reserves the right to close the Customer’s account if project and/or marketing activities are carried out for Users of a generally objectionable nature, if there is otherwise a breach of the Agreement or if Frame suspects or has evidence that the User violates applicable law in connection with the User’s marketing and project activities of any kind.

4.14 The User may only use the Tool in relation to the Agreement concluded for the specific project specified therein.

4.15 The user undertakes not to disclose information about Openframes and its pricing policy to third parties.

4.16 The User agrees to indemnify Openframe against any claim, loss or expense (including reasonable legal fees) arising out of (a) objections or claims by third parties arising from the User’s use of the Tool; or (b) the User’s other use of the Tool in breach of the Agreement.

4.17 The User accepts that Openframe sends service and newsletters to the User’s specified contact person when the content thereof is of importance to the User’s use of the Tool, e.g. when updates occur. The user agrees to the sending of these service and newsletters until the end of the contract.

4.18 The Tool may only be used by persons directly employed by the User or to whom the User has given the right to grant access.

5. Obligations for Openframe

5.1 Openframe stores confidential customer information in a secure manner and does not disclose this information without written permission from the User. Confidential customer information is considered to be information that identifies the User and information about the User’s projects, users and partners.

5.2 For web-based access and use of the Tool, Openframe provides periodic backups of uploaded data.

5.3 If the User loses its own data due to its own circumstances, Openframe will, as soon as possible after the User’s request, make the relevant information contained in the backup copy available. This will be invoiced separately in relation to the service provided by Openframe.

5.4 In the event of a system failure, Openframe will as soon as possible begin repairing the Tool. Openframe cannot be held liable for losses directly or indirectly attributable to a system failure or other downtime at Openframe.

5.5 Openframe acknowledges that non-publicly known information and data that the User inserts or uploads into the Tool 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 the Tool.

5.6 The User may carry out personal data processing via the Tool. In relation to the processing of personal data, Openframe acts solely on the instructions of the User. Openframe assumes no liability in relation to the User’s compliance with legislation on the processing of personal data.

5.7 Openframe undertakes to comply with the law in force at any time, including the law on the processing of personal data.

6. price and payment

6.1 The price for access to the Service is stated in the Agreement and www.openframe.org. Current payments are automatically adjusted in relation to the development of Statistics Denmark’s consumer price index once a year in January.

6.2 Depending on the agreement concluded, subscription payments are made in advance via invoicing.

6.3 The User agrees that invoices and any reminders will be sent by e-mail to the contact person provided by the User. Invoiced amounts are due 8 days after the invoice date unless otherwise stated in the Agreement.

6.4 All price information is given in Danish kroner without VAT and other possible taxes, unless otherwise stated in the Agreement.

6.5 In the event of late payment, the first reminder will be sent one week after the invoice is due. If this reminder is not paid within 8 days of the due date, Openframe has the right to terminate the User’s access to the Tool.

6.6 In the event of late payment, interest will be charged in accordance with the provisions of the Interest Act. In addition, a reminder fee of DKK 100 per reminder letter will be charged, but no more than three reminder letters in relation to the specific claim.

7. License period

7.1 The non-exclusive, non-transferable, non-sublicensable license to the Tool is valid for as long as Openframe provides the User with access to the Tool.

Unless otherwise expressly agreed in a written agreement between the parties, Openframe may at any time terminate the cooperation with the User and thus the license with 14 days’ notice if changes in Openframe’s business or changes in the Tool otherwise make this relevant to Openframe.

Openframe may also deny a User access to parts of the Tool or to use the entire Tool if special circumstances of the User make this relevant to Openframe.

If Openframe ceases to provide the services that the Tool supports, the license will terminate without notice. The user may terminate this license agreement and the general terms and conditions at any time in writing to Openframe, also with 14 days’ notice.

In the event of termination of the license for whatever reason, Openframe is still entitled to use the User’s information in anonymized form for statistical, computational and advisory purposes, just as Openframe is still entitled to use general information also in anonymized form that Frame has received in relation to the User’s circumstances.

7.2 Subscription tests are pre-invoiced for 3 months at a time (the license period). Invoices are sent 1 month before the start of the license period.

8. Safety and operation

8.1 Openframe will endeavor to make the Tool available to the User without errors and omissions and with appropriate security and stability. In doing so, Openframe will always seek to ensure that the Tool has a high uptime (the target is 98% uptime, but Openframe is not responsible to Users for the uptime of the Tool.

8.2. Furthermore, Openframe will seek to perform servicing and maintenance of the Tool between 20:00 and 06:00. Openframe will also endeavor to provide the User with advance notice of planned downtime.

8.3 However, Openframe does not guarantee and cannot be held liable for:

a) Some specific uptime;

b) The security of the Tool in relation to hacker attacks or other unauthorized access to the Tool, e.g. in the form of breaking into the IT systems on which the Tool is based, although Openframe has generally designed the Tool to resist hacker attacks and other unauthorized access;

c) that the Tool is operational and accessible to the User at any given time or point in time;

d) that concrete activities can be initiated and/or completed on the Tool at any given time or point in time;

e) the speed experienced by the User when using the Tool, as this is affected by a number of factors beyond Openframe’s control.

8.4 Openframe may close access to the Tool in whole or in part for security or operational reasons. Where reasonably possible for Openframe, appropriate notice shall be given to the User in advance.

9. Intellectual property rights

9.1 In the relationship with the User, Openframe has all rights to the Tool and its individual components, including name, logo, programming, databases, catalogs, design, graphics, concepts and texts, unless it is material that originally belongs to the User. However, the User has all rights to the User’s own data and files (entries, drawings and documents, etc.) uploaded by the User in the Tool.

9.2 The User may not use material that forms part of the Tool and belongs to Openframe for any other commercial purpose without written agreement with Openframe.

10. Disclaimer and limitation of liability

10.1. Openframe does not warrant that the Tool will be uninterrupted, free of downtime or free of errors or defects. Similarly, Openframe does not warrant that the Tool will be suitable for the User’s purposes. The tool is delivered as is and as available.

10.2 Openframe’s liability under the Agreement is limited to the amount (excluding VAT) that Openframe has invoiced the User under the Agreement in the preceding 12 months.

10.3 Openframe is in no case liable for:

a) Indirect or consequential loss or damage, such as loss of data or programs, the cost of restoring or reproducing such data or programs, and loss of revenue and business.

b) Losses or costs resulting from the use of the Tool in breach of this Agreement or instructions made available as part of the Tool.

11. Force majeure

11.1 The parties are in no case liable if compliance with or performance of the Agreement is not possible due to force majeure. In accordance with Danish jurisprudence and theory, force majeure means such circumstances as strikes, lockouts, riots, acts of war, disease epidemics, natural disasters and fire, which are beyond the reasonable control of the parties and which the parties should not have taken into account at the time of the conclusion of the Agreement, nor should they have avoided or overcome.

11.2 Force majeure can only be invoked if the invoking party has notified the other party in writing within 5 working days after the force majeure has occurred.

10.3 If force majeure prevents a party from fulfilling its essential obligations, including for more than thirty (30) calendar days, each party is entitled to terminate the Agreement with seven (7) calendar days’ written notice.

12. Amendment of business conditions

12.1 Openframe may at any time change the license agreement and business conditions, including price changes, however, such changes must be notified to the User no later than 30 days before taking effect. Any changes to the terms and conditions, including price changes, shall take effect from the next subscription period unless the User has objected in writing within 14 days of receipt of notification of the changes.

13. Termination and default

13.1 The Agreement enters into force on the start date specified in the Agreement.

13.2. The agreement is irrevocable for both parties for the specified contract period. Either party may terminate the Agreement in writing at least thirty (30) days prior to the end of the term of the Agreement with effect from the end of the term, failing which the Agreement shall be renewed for a term of the same length and with the same termination rights for subsequent terms.

13.3 The user is aware that all users except the administrator are automatically deleted and must be re-invited if downgrading to the Openframe free solution.

13.4 The agreement may be terminated immediately in the event of a material breach by the other party. Examples of a material breach are cases where

a) The User uses the Tool contrary to its purpose;

b) The user attempts to reverse engineer or otherwise discover Openframe’s trade secrets;

(c) the user copies the name, content or other material from the website for unauthorized use;

d) Non-payment of the Tool by the User despite the 1st reminder.

e) In the event of termination due to the User’s material breach, there will be no refund of any prepaid amounts. Upon termination due to Openframe’s material breach or if the Agreement is terminated by Openframe, any prepayments will be refunded.

13.5 If the User wishes to complain about a defect in the delivered goods, this must be done without undue delay and no later than 10 days after delivery.

13.6 In connection with the termination of the Agreement and for sixty (60) calendar days thereafter, Openframe is obliged, upon written request from the User and against payment of reasonable costs, to provide a copy of the User’s specific data and information that the User has entered into the Tool. After the said period, Openframe is entitled to delete such information or data.

13.7 The license agreement and business terms and conditions shall otherwise apply to the relationship between Openframe and the User for as long as the collaboration exists, with the provisions of sections 3, 4, 6, 7, 9, 10 and 14 continuing to apply after termination of the collaboration.

13.8 An Openframe license can be terminated with 1 month’s notice to the end of a license period.

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).

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