Applicable from 1 March 2019
1.1 These conditions govern the relation between Auto Orbis and the Customer insofar as the delivery of Auto Orbis’ services are concerned, including but not limited to the Auto Orbis system (for among others fleet administration and customer administration), the Auto Orbis website, data deliveries, website solutions, programming, hosting etc.
1.2 The conditions apply unless any other separate written agreement between the parties exists.
1.3 The conditions can be changed by Auto Orbis with a 14 day warning by means of publication at Auto Orbis’ website (auto-orbis.dk) and/or by approaching the Customer directly. Should the Customer not be able to accept significant changes, until such a time as the changes become effective, the Customer is entitled to discontinue the cooperation agreement with effect from the effective date. However, this applies only to significant changes.
2. The scope of the agreement
2.1 The service provided by Auto Orbis to the Customer is a non-exclusive and non-transferable right of use limited to the Customer as a legal entity. The right of use does not entail the right to further develop and/or change Auto Orbis’ data and software.
2.2 By right of use the Customer gains access to utilise the services in the agreement in force at the time in question.
2.3 The Customer has the opportunity to purchase extra functionalities as required and the extent of these will be evident from the Customer’s invoicing.
2.4 Auto Orbis reserves the right to change functionality at any time, including removing functionalities from and adding functionalities to the system. Auto Orbis’ right concerns any functionality, no matter if it might be considered significant. In such an event, the Customer cannot claim compensation, proportional discount or specific performance.
2.5 The service provided by Auto Orbis can only be utilised in the location(s) stated in the agreement and by means of the mentioned IP-address or at the specified website. As a consequence, the Customer cannot undertake or permit the undertaking of complete or partial copying, publication, resale etc. of Auto Orbis’ service or data made available. Likewise, the Customer cannot utilise Auto Orbis’ services in any other way than what is agreed upon without previous written consent from Auto Orbis.
3. Effective date and termination
3.1 The Customer’s acceptance renders the Agreement effective. Either party can discontinue the Agreement in writing with 1 month’s warning at the end of a quarter.
3.2 Insofar as special adaptations, solutions or developments are concerned, the agreement is in effect from the moment the Customer reports his/her acceptance of the solution in question, or starts using the delivered, cf. subsection 4.3.
3.3 Should the Customer breach the agreement, Auto Orbis retains the right to immediately revoke the Customer’s access to the Auto Orbis system as well as any software, coding or other data. In the event of re-opening the access to the Auto Orbis system, an administrative fee of DKK 1,000 shall be placed upon the Customer.
3.4 Subject to the rights the Customer might have in relation to the data protection legislation in force at any given time, at the termination of the agreement the Customer can, regardless of cause, demand own data to be delivered against payment for the work connected and time spent, at an hourly rate of DKK 1,500, which is Auto Orbis’ consultancy fee at any given time. Auto Orbis defines the format in which the data in question will be delivered to the Customer.
3.5 At the termination of the agreement, regardless of cause, any rights for the Customer to utilise the services included in this agreement will be discontinued.
4. Special adaptations and development
4.1 Should Auto Orbis undertake to carry out specific development and/or special adaptations for the Customer this will be carried out in relation to the requirements specification filled in by the Customer and subsequently accepted by Auto Orbis.
4.2 In any event, the Customer is responsible for all information within the requirements specification.
4.3 Upon delivery of the development/special adaptation, the Customer must carry out a test and notify acceptance of the solution in question. If the Customer fails to report back no later than two weeks after Auto Orbis has informed about the delivery, it will be considered an acceptance of the delivered solution. Hereinafter, the Customer cannot take exception to or lay claim to the special adaptation in question.
5. Prices and terms of payment
5.1 Fees in relation to deliveries of programmes and standard solutions are invoiced at delivery.
5.2 Fees to be paid for consultancy services and special adaptations are invoiced proportionally at the acceptance of the agreement as well as any monthly payments at the consultancy fees in force at the time.
5.3 Ongoing fees encompassing such services as data extracts are invoiced in advance on a quarterly basis.
5.4 Payments must be received by Auto Orbis no later than 8 days from the date of invoice.
5.5 In case of late payment, a monthly interest rate of 1.5 % is added to the amount owed at any time. If payment reminders are sent out, reminder fee is added to the amount owed.
5.6 Auto Orbis usually performs fee regulations at the turn of the year every year, but reserve the right to perform ongoing fee regulations. Any fee regulations will be announced on Auto Orbis’ website.
5.7 Payments due to Auto Orbis constitute significant breach of the agreement and entitle Auto Orbis to stop delivery cf. subsection 3.3, and revoke the agreement effective immediately.
6.1 At any time, Auto Orbis is entitled to carry out technical reorganisations and changes seen to be suitable for Auto Orbis’ systems and services. Auto Orbis shall strive to limit the inconvenience related to such reorganisations and changes experienced by the Customer.
6.2 Under no circumstance is Auto Orbis liable to the Customer for carrying out changes as a consequence of direct or indirect losses.
7. System demands and technical conditions related to the Customer
7.1 Auto Orbis is not responsible for satisfactory utilisation of deliveries in relation to the Customer’s systems configuration. Auto Orbis is happy to contribute with information should the Customer so desire. The Customer alone carries the risk regarding own hardware and technical conditions. At any time, it is the Customer’s responsibility to ensure that system demands are met to ensure the service bought can be satisfactorily run.
7.2 Auto Orbis can make software demands to the Customer in relation to delivering Auto Orbis’ service.
7.3 Should the need arise to reinstall software or in case of a new installation, this work including hours spent shall be invoiced according to the price list for consultancy services in force at the time.
7.4 Auto Orbis offers no operational guarantee. Auto Orbis strives to deliver the best possible operations and rectify any problems as soon as possible.
7.5 Significant operational disruptions/technical problems are only considered as breaches if Auto Orbis has not been able to rectify the issues within a period of 3 weeks, and the operational disruption/the technical issues can be verified as being ascribed to Auto Orbis.
8. Limitation of liability
8.1 None of the parties are responsible for indirect losses of any kind, such as but not limited to loss of production, sales, revenue etc.
8.2 In every sense, Auto Orbis’ responsibility is limited to the overall amount paid by the Customer for the Auto Orbis subscription for the two-month period immediately ahead of the incurring compensation claim.
8.3 In the event of a breach caused by Auto Orbis, the Customer’s breach remedy is limited to discontinuing the agreement once Auto Orbis has had the opportunity of remedying/rectifying the breach pleaded by the Customer.
8.4 Under no circumstances can Auto Orbis be held responsible for the content procured by the Customer. Auto Orbis makes data backups on a regular basis; the backup is stored in the Auto Orbis system (backup is stored for up to 14 days). Subject to the obligations imposed upon Auto Orbis as a consequence of the data protection act as a data processor, cf. subsection 11.1, Auto Orbis assumes no responsibility for the Customer’s data, including inadvertent loss of data. Regardless of the previously mentioned, Auto Orbis will attempt to assist the Customer in restoring the Customer’s data.
9. Amount of traffic
9.1 As a rule, traffic between the Customer’s computer and Auto Orbis is free in relation to the Customer’s right of use. Should Auto Orbis estimate that, for a period of time, the amount of traffic is significantly larger than what can be conceived as normal for the service in question, Auto Orbis is entitled to demand separate payment.
9.2 Should the amount of traffic be estimated by Auto Orbis to resemble abuse or exploitation outside the framework of the agreement, this will constitute significant breach.
9.3 For system technical and safety reasons, Auto Orbis likewise reserve the right to close off third party access to Auto Orbis’ service if the Customer’s data extraction increases significantly compared to what is precluded to be normal for the service in question, be conceived as data crawling or appear to be abuse, without Auto Orbis breaching the agreement with the Customer.
10. Maintenance and updating
10.1 Auto Orbis maintains and carries out ongoing updates. The Customer will obtain access to updates of Auto Orbis’ services to the extent that such an update is considered by Auto Orbis to be ready for launch.
11. Treatment of personal data
12.1 Any rights to Auto Orbis’ services, including data, database, advertisements, software, special adaptations, changes and similar are owned by Auto Orbis. The Customer recognises that Auto Orbis’ data collection is a database and is covered by copyright legislation. In accordance with the agreement, the Customer receives a limited right of use to Auto Orbis’ services once the agreement is entered into.
12.2 As a consequence, Auto Orbis retains the copyright and any other rights completely, and the Customer cannot make any changes in delivered software or code.
12.3 When transferring data to Auto Orbis’ services, the Customer awards Auto Orbis unlimited, cost-free, irrevocable and transferrable rights to make accessible, alter and produce examples of all or parts of the advertisement content in question including data, text and pictures. Auto Orbis utilises this right in relation to e.g. storing and displaying the Customer’s advertisements as well as for marketing purposes.
12.4 Furthermore, the Customer entitles Auto Orbis to obstruct and take action in the event of third party copying or utilisation of some or all of the data within Auto Orbis’ systems, regardless of whether it is (i) information transferred by the Customer to Auto Orbis’ systems by entry, upload or in any other way, or (ii) the data is otherwise available in Auto Orbis’ systems, including cases where crawling is carried out on Auto Orbis’ services or third party services (dealership websites etc.) to which the data in question has been transferred.
12.5 Nothing in these terms limits the Customer’s rights to utilise the information, including text and images, which the Customer transfers to Auto Orbis’ services, insofar as this does not take place by means of complete or partial copying of advertisements or other material created via Auto Orbis. This prohibition includes copies made by a third party on behalf of the Customer.
12.6 The Customer warrants that the data transferred to Auto Orbis’ services adhere to Auto Orbis’ rules about advertising, does not violate any legislation (including the Danish Marketing Practices Act) and does not violate the rights of any third party.
12.7 Should the Customer make a request to Auto Orbis to carry out manual or automatic transferral of data or content by copying from a website or other digital medium, we stress that the Customer must gather all necessary consent/licenses from third parties before Auto Orbis is requested to carry out the copying.
12.8 Subject to the obligations imposed upon Auto Orbis in relation to the data protection act as a data processor, cf. subsection 11.1, Auto Orbis is entitled to remove data and content without warning if Auto Orbis considers it to be necessary to bring to a close the violation of a third party right, avoid such a violation or otherwise adhere to the legislation. Auto Orbis likewise reserve the right to remove data and content estimated to damage Auto Orbis’ goodwill or is otherwise found to be offensive.
12.9 The Customer carries the burden of proof that the transferred data does not violate the rights of a third party. The Customer must keep Auto Orbis indemnified for any loss and compensate for any costs, including reasonable costs for advisors, should data or other content prove to violate third party rights or otherwise be in violation with current legislation.
13.1 Should any of the parties be found in significant breach of the agreement, the other party is entitled to terminate the agreement, as long as 8 days have passed in which the violator has not informed the violated party in writing of the wish to annul the agreement and that the breach has not been brought to an end. The aforementioned is not valid for delays on the part of Auto Orbis.
13.2 The Customer’s right of use is rendered void upon termination.
13.3 Significant breaches include but are not limited to; lack of appropriate data storage, lack of timely payment, the Customer’s report of bankruptcy filing or bankruptcy.
13.4 Should Auto Orbis suspect abuse of Auto Orbis’ services (such as but not limited to intentional statement of incorrect price and vehicle information as well as creation of fictive cars) at Auto Orbis’ discretion and regardless of the underlying reason, Auto Orbis has discretionary access to closing the individual Customer’s access to the service in question without the Customer being able to lay claims to Auto Orbis as a consequence.
14. Force majeure
14.1 Auto Orbis is not responsible to the Customer insofar as the responsibility is due to events outside Auto Orbis’ control. Force majeure includes but is not limited to; natural disasters, war, terrorist attacks, sabotage, strikes, lockout, fire, damage by water, explosions, power failure, extensive IT break-downs and break-down of communication and cable lines.
15.1 Auto Orbis is entitled to transfer any rights and obligations in relation to this agreement with the Customer partially or entirely to a third party.
15.2 The customer cannot without written consent from Auto Orbis undertake assignment of rights and obligations according to the present agreement. Assignment includes but is not limited to; restructuring, equity holdings sales or asset sales, or any other demerger of the Customer’s company, also including outsourcing.
16. Dispute resolution
16.1 Any dispute that might arise between the parties and cannot be resolved amicably must be settled according to Danish law at the municipal court in Copenhagen as the first authority, with the option of appealing to the Danish Eastern High Court.