Terms of Service

Last updated: May 18, 2018. Version 1.0

NOTICE: These Terms of Service below will become effective May 25, 2018, and supersede prior Terms.

By using Expeni or signing up for an account, you agree with these Terms. It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. These terms are so important that we cannot provide our products and services to you unless you agree with them. By using the Subscription Service, you agree to these terms.

Expeni and all of its brands, websites, apps, products, services and technologies (“Services”) are governed by these terms. By using the Services, you agree to these terms, our Privacy Policy and any supplemental terms provided to you (collectively, “Terms”).

Please read the Terms carefully, as they form the entire Agreement between Expeni IvS (hereinafter Expeni, the “Supplier”, “we”, “our” or “us”) and the buyer (hereinafter the “Customer”, “you”, or “your”). If the Customer is a legal person, these Terms are accepted on behalf of the Customer. This service is business to business (B2B).

In case of any questions about the Terms, please contact Expeni at support@expeni.com.

We will start with the basics, including a few definitions that should help you understand this Agreement.

These Terms contain data processing terms related to EU/EEA and Switzerland customers in section 22. If you are located in the European Economic Area (EEA) or process/share data (by using the Services) in the EEA or subject to comply with the EU General Data Protection Regulation (GDPR) then you agree that you have read and agreed to the Data Processor Agreement – Appendix A when you accept these Terms of Service.

1. DEFINITIONS

“Agreement” means these Terms of Service and all materials referred or linked to in here.

“Contact Information” means the name, email address, phone number, avatar, photos, address and similar information submitted by you or on your behalf on the Subscription Service or uploaded by you or on your behalf to the Subscription Service.

“Customer Data” means any data, information, content, records, and files that Customer (or any of its End User) loads, receives through, transmits to or enters into the Services or otherwise provides to the Supplier, including any and all intellectual property rights in any of the foregoing.

“End User” means a single individual, for example, your employee, consultant, contractor or agent who is authorized to use the Subscription Service for your benefit and have a unique user identification and password for the Subscription Service, whose Contact Information is stored by you or on your behalf in the Subscription Service.

“Storage Limit” means the amount of computer storage included with your chosen subscription plan.

“Subscription Fee” means the amount you pay for the Subscription Service.

“Subscription Service” means all of our web-based and mobile applications and Add-ons that you have subscribed to or that we otherwise make available to you, and are developed, operated, and maintained by us, and any products and services that we provide to you.

“Subscription Term” means the initial term of your subscription to the applicable Subscription Service, typically between one (1) month to one (1) year, unless otherwise specified on your invoice.

“Users” means you (Customer), End User or any Website visitor.

“Website” means any websites used by the Supplier to provide the Services, including the websites located at www.expeni.com, app.expeni.com, demo.expeni.com or similar, and the associated mobile app(s).

2. ACCEPTANCE OF TERMS

By using the Services or signing up for an account or by ticking “I have read and agree to the Terms of Service” on the sign up form or any other section in the Website, the Customer acknowledges that the Customer has read, accepts and agrees to be bound by and comply with the Terms and conditions set out in this Agreement, as amended from time to time in accordance with section 19. If the Customer does not accept and agree to be bound by this Agreement, the Customer will immediately cease any further use of the Services. The Customer represents and warrants to the Supplier that the Customer has the capacity to enter into this legally binding Agreement. If the Customer is using the Services on behalf of another person, company or entity, the Customer hereby represents and warrants to the Supplier that the Customer has the authority to bind such person, company or entity to this Agreement.

3. GENERAL TERMS

You must be 18 years or older to use the Services
You must complete the signup process
You must agree to the Terms
You must provide true, complete, and up to date contact information
Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as your plan allows.
You are responsible for all Customer Data posted and activity that occurs under your account (even when content is posted by others who have accounts under your account such as End User)
You understand that we use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.

4. SERVICES

4.1 Provisioning of the Services: Subject to Customer’s compliance with the Terms and conditions of this Agreement, the Supplier will make the Services available to the Customer on the Terms and conditions set out in this Agreement.

4.2 Operational stability: The Supplier strives for maximum operational stability but is not responsible for breakdowns or malfunctions, including operational malfunctions caused by factors beyond the control of the Supplier. This means, inter alia, power failure, equipment failure, Internet connections, telecommunications connections or the like. The Services are provided as they are and the Supplier disclaims any warranty, insurance, indemnity, claim or other terms, whether directly or indirectly.

4.3 Limitation, Suspension, Termination of Access, Services Upgrades and Scheduled Downtime: The Supplier may, at its discretion and without notice: (i) suspend, terminate, or limit the Customer’s access to or use of the Services or any component thereof; or (ii) Modify the Services. The Supplier will use commercially reasonable efforts to provide reasonable advance notice of such suspension, termination, or limitation.

4.4 Breakdown: In case of breakdown or interference, the Supplier aims to restore normal operation as soon as possible.

4.5 Bandwidth: If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by us) of our other customers, we reserve the right to disable your account immediately or throttle your access and storage until you can reduce your bandwidth consumption.

4.6 Storage Usage Terms: If your data exceeds storage limit of 2GB then we may ask you to pay an additional one-time fee for another 2GB. Depending on your data size you may not need any extra storage ever. We can also help you to clean up your old not-in-use data to free up some space.

5. SUBSCRIPTION SERVICE DURATION AND BILLING

5.1 You will need an account to use our Services. The subscription will enter into force upon signing up for an account with us and expire until terminated in accordance with these Terms.

5.2 First billing period runs from the 15th day from the signup date. The Customer is billed monthly or annually in advance unless otherwise agreed specifically in writing with the Supplier.

5.3 After signup, new customers have a free cancellation right of 30 days from the signup date.

5.4 The Services is billed in advance on a monthly or annually basis and is non-refundable (except the first subscription month). There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

6. SUBSCRIPTION SERVICE SCOPE

6.1 In accordance with these Terms, the Customer obtains a non-exclusive right to use the Supplier’s purchase order management program and selected additional modules made available online as “software as a service”. The Customer does not acquire the Services or a copy or part thereof and does not obtain a license to settle the Services except as software as a service.

6.2 The Subscription Service allows the Customer to use the Services for the agreed number of data entries (such as purchase orders), users, add-ons, etc., which either appear in the specific products or is agreed with the Supplier in writing for example via email. If the Customer requires additional capacity or functionality, the subscription must be upgraded using such additional entries, users, additional modules, etc., and Customer agrees that the Subscription Fee will be increased and charged accordingly.

6.3 For some features, services and additional modules, there may be associated self-contained additional terms that must be accepted in addition to these Terms before they can be used.

6.4 The access to the Services applies exclusively to the Customer and its End Users, and the Services must not be used by any other than the Customer or to provide data processing or provide other services to anyone other than the Customer.

6.5 The Customer agrees and is fully responsible for the third parties to whom the Customer gives access to the Services or as the Customer’s Login Details.

6.6 The Customer is not entitled to transfer the Subscription Service to third parties, either in whole or in part, or to grant access to the Services to third parties.

6.7 The Customer may add additional End User accounts under the same Subscription Service. Additional Subscription Fee applies for each End User. These End User accounts are typically for use by individuals who are employees or contractors of the Customer that Customer wishes to have access to and use of the Services. The Customer will ensure that Users only use the Services through the Customer’s subscription account.

6.8 The Customer shall ensure that the Services are not used in such a way as to damage the name, reputation or goodwill of the Supplier or which violates applicable laws or regulations.

6.9 In the event of any disputes between the Customer and its End User, the account owner will have final control over the use of the program which must be according to these Terms.

7. SUBSCRIPTION SERVICE TERMINATION / SUSPENSION

We are constantly innovating, changing and improving the Services. We may, without notice, add or remove functionalities or features, create new limits to the Services, or temporarily or permanently suspend or stop a Subscription Service.

7.1 From the date the Customer signs up for the Subscription Service; the Customer may try the software for 14 days. From the moment the Customer starts its trial period, the Customer will be able to use the software for 14 days. Then the use of the software costs money unless agreed with the Supplier in writing. If the Customer cancels the subscription within 30 days of signing up, a full refund would be issued to the Customer. After 30 days, there will be no refund right. For example, if a Customer pays for a 12-month subscription in advance, this amount cannot be refunded if the Customer cancels the subscription after 30 days of signing up.

7.2 The Supplier may suspend the Customer account at any time, with or without cause. If the Supplier terminates the Customer’s account without cause, the Supplier will refund a prorated portion of your monthly/yearly prepayment. The Supplier will not refund or reimburse you if there is cause, like a violation of these Terms. Once terminated, the Supplier may permanently delete the Customer account and all the Customer Data associated with it.

7.3 The account owner is responsible for cancelling the Subscription Service. Termination by the Customer must be by written or telephone inquiry to our support center, which will be confirmed subsequently by mail. Upon termination, the Supplier undertakes no further obligation to the Customer.

8. SUBSCRIPTION FEE AND PAYMENT TERMS

8.1 The Subscription Fee (including total number of End Users) must be agreed in writing between the Customer and the Supplier – primarily via mail or on the Website.

8.2 The Subscription Fee is based on the agreed total number of End Users and/or customization of the Subscription Service. If the Customer needs additional or fewer End Users, the Customer will contact the Supplier to make the changes in the Subscription Fee. The Customer should not add more End User accounts into the system than previously agreed with the Supplier in writing.

Your initial subscription period will be for one (1) month, unless otherwise specified in your order or invoice, and your subscription will automatically renew.

8.3 Payment terms are 7 days net from invoice date.

8.4 If the Subscription Fee is not timely paid, payment reminder 1 without fine is sent 3 days after the due date of the invoice. If the Subscription Fee is still not paid, payment reminder 2 with fine of USD $12 is sent after 7 days. If payment is still not received within 10 days after the payment reminder 2, the access to the Services will be blocked. Access to the Services will resume after receiving payment unless the Supplier has previously cancelled the subscription.

8.5 The Customer agrees that invoices and payment reminders are sent by email. E-mail to the e-mail address specified by the Customer / account owner (who signed up) in its account details must be considered delivered when sent by the Supplier.

8.6 The current prices can be found on the Website or in the email conversations between the Supplier and the Customer. The supplier reserves the right at any time to adjust the price with two months notice. Changes in exchange rates, taxes, insurance, net price index, freight and purchase costs mean that the Supplier can adjust prices so that the Supplier is kept unchanged. All prices are excl. VAT.

8.7 With annual payment, a discount is obtained. If you choose an annual payment, the money cannot be refunded in case of any withdrawal of the purchase.

9. ACCOUNT AND PASSWORD

You are responsible for all activity that happens on or through your account. To protect your account, keep your password confidential. Do not reuse your account password with other services. Without prejudice to your statutory rights, if you forget your password and otherwise cannot validate your account to us, you acknowledge and agree that your account may be inaccessible to you and that all data associated with the account may not be retrievable. You are responsible for keeping your login details confidential. The Customer will immediately notify the Supplier (primarily via email) of any unauthorized use of the Customer accounts. The Supplier is not responsible for any losses due to stolen or hacked passwords. We do not have access to the Customer accounts’ current password, and for security reasons, we may only reset the Customer accounts’ password.

10. COMPLIANCE WITH LAWS

10.1 You represent and warrant that your use of Services will comply with all applicable laws and regulations. You are responsible for determining whether the Services is suitable for you to use in light of any regulations like HIPAA, GLB, EU Data Privacy Laws, or other laws. You must not use the Services for any unlawful or discriminatory activities.

10.2 You have complied, and will comply, with all regulations, as well as data protection, electronic communication, and privacy laws that apply to the countries where you’re sending any form of data and information through the Services.

10.3 You have collected, stored, used, and transferred all data relating to any individual in compliance with all data protection laws and regulations. You have the necessary permission to allow the Supplier/Services to receive and process data and send communications to that individual on your behalf.

10.4 You agree to indemnify and hold us harmless from any losses, including attorney fees that result from your breach of any part of these warranties.

10.5 It is the responsibility of the Customer that the use of the Services is in accordance with applicable law.

11. CUSTOMER DATA

11.1 The parties agree that the Customer is a data controller for any personal information the Customer uploads and processes in the Services, and that the Customer owns and freely disposes of their own data in the Services.

11.2 The Services allows the Customer to export its data etc. through the export functions, and the Customer agrees that such exports must be carried out by the Customer prior to the termination of the subscription. In the event that the subscription expires or is terminated by the Customer, the Supplier shall use commercially reasonable efforts to provide the customer with a period of 10 days after termination where the export functions may be used. Customer may also seek the Supplier help to export their own data.

11.3 The Supplier reserves the right to delete Customer’s data 30 days after the end of the subscription for any reason, and the Supplier has no obligation to store data after this date.

11.4 The Supplier is entitled to retain the Customer’s data after termination for use in anonymous form for statistics and analysis of the Services.

11.5 The Supplier may, in exceptional cases where it is deemed reasonable, for example on the basis of a loss of value, provide third parties and authorities with access to Customer’s data, but only in accordance with the relevant data protection legislation in connection with judgment, authority requirements, bankruptcy, death of the Customer or the like.

11.6 If you are located in the European Economic Area (EEA) or process/share data (by using the Services) with anyone in the EEA then additional conditions apply for processing personal data:

The parties have entered into a data processing agreement (hereinafter “Data Processing Agreement”), which is referred to as additional conditions for processing personal data.

12. PRIVACY POLICY

We may use and disclose your information according to our Privacy Policy. Our Privacy Policy will be treated as part of these Terms.

13. EMAIL AND WEB SUPPORT

Customer will generally have access to the Supplier’s technical support from 9:00 am to 07:00 pm (UTC) through email at support@expeni.com, or through live chat or contact form on the website: www.expeni.com.

We attempt to respond to your questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.

14. AMENDMENTS TO THE SERVICES

The Supplier is entitled to make updates and improvements to the Services continuously. The Supplier is also entitled to change the composition and structure of the Services. Such updates, improvements, and changes may occur with or without notice and may affect Services, including information and data uploaded to or submitted by the Services.

15. PROPRIETARY RIGHTS

15.1 Our Proprietary Rights. This is an Agreement for access to and use of the Subscription Service (Purchase order management program), and you are not granted a license to any software by this Agreement. The Subscription Service is protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Supplier content, the Subscription Service or Services in whole or in part, by any means, except as expressly authorized in writing by us.

15.2 Your Proprietary Rights. As between the parties, you own and retain all rights to the Customer Data. This Agreement does not grant us any ownership rights to Customer Data. You grant permission to us and our licensors to use the Customer Data only as necessary to provide the Subscription Service to you and as permitted by this Agreement. If you are using the Subscription Service, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

15.3 There is no transfer of intellectual property to the Customer.

15.4 Customer takes responsibility that the material being uploaded does not infringe third party rights and does not contain material that may be offensive or violates applicable laws or regulations.

16. LIMITATION OF LIABILITY

16.1 The Supplier disclaims any liability in relation to these Terms, Services or use of the Services, whether arising in contract or non-contractual terms, including for operating loss, consequential damages or other indirect loss, loss of data, loss due to product liability or loss, which has arisen as a result of simple negligence.

16.2 The Supplier is not responsible for the third party solutions that are available and/or integrated with the Services. Thus, the Supplier cannot be held responsible for the accuracy, completeness, quality and reliability of the information, nor the results obtained through these third-party solutions. Similarly, the Supplier cannot be held liable for the availability, security or functionality of third-party solutions, including possible damages and/or loss caused by third-party solutions. It is incumbent upon the Customer to prove that a loss suffered by the Customer cannot be attributed to third-party solutions.

16.3 Regardless of the type of loss or liability, the Supplier’s total liability is limited to the Customer’s payment for one (1) month prior to the assumption of liability, in any case, maximum DKK 1,000. The Customer undertakes to waive the Supplier for product liability damages, third party losses and other third-party claims as a result of Customer’s use of the Services.

16.4 The supplier takes reservation for programming errors and Services crashes (e.g. server crashes). In the case of software or equipment update, the Supplier has the right to close access for a limited period of time, as typically, the lowest possible Customer will be affected. Access to the Supplier’s software is continuously developed, and the Supplier gives access to the software as it is available and without warranty. The supplier cannot be held liable for direct or indirect loss that has occurred in connection with the use of the Supplier’s Services. The Supplier is also not responsible for hacker attacks, viruses, ash clouds over Iceland or any other form of force majeure.

16.5 It is the Customer’s responsibility to take local backup, at your own discretion, with the Export features available after login or with the help of the Supplier’s support team.

16.6 It is the Customer’s responsibility to inform the Supplier if changing: address, phone number, email address, CVR/Tax number, and other personal information that may be associated with the account and that are relevant for payment or communication with the Supplier.

16.7 It is the responsibility of the Customer that the use of the Services is in accordance with applicable laws.

16.8 The Customer agrees to indemnify the Supplier against any claim or loss arising from Product Liability, Third Party Loss or Third Party Liability, to the extent that it arises from Customer’s use of the Services.

17. CONFIDENTIALITY AND DATA SAFETY

17.1 The Supplier has confidentiality of all information that the Supplier may acquire about the Customer and is not entitled to disclose such information to third parties, unless such information is publicly available or where the Supplier has received the information from a third party outside confidentiality or where the Supplier is required to disclose the information in accordance with legislation or upon instructions from an authority or court.

17.2 To the extent that the Customer uses information, usernames or passwords relating to third party information or services in relation to the Supplier, the Customer agrees that the disclosure of such information and the Supplier processing of such information does not infringe rights or agreements with third parties. The Customer shall indemnify the Supplier for any loss arising from this provision.

18. USE AND LIMITATIONS OF USE

Account Information. You will need an account to use our Services. You must ensure that your Contact Information (that is, the information you provided when you registered for a Subscription Service) remains current, complete, accurate and truthful.
Prohibited and Unauthorized Use. You agree not to use our Services:

to obtain or attempt to obtain unauthorized access to the Services or to our servers, systems, network, or data;
to make available any content that is harmful to children, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another person’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
to impersonate any person or entity; or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Subscription Service;
to make available any content that you do not have the right to make available or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person or entity;
to make available viruses or any other computer code, files, programs or content designed to interrupt, destroy or limit the functionality of the Services or affect other users;
to upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages;
to interfere with or disrupt the Services or servers, systems or networks connected to the Services in any way;
if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service. The Subscription Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or the Federal Information Security Management Act (FISMA), so you may not use the Subscription Service where your communications would be subject to such laws.
against any other law and / or regulation that applies to you or us.
against the Terms specified in this Agreement.

19. CHANGES TO TERMS OF SERVICE

The Supplier is entitled to change these Terms in every respect. The current Terms and conditions will be available on the Supplier website. Amendments or changes to these Terms will not be effective until we post revised Terms on the Website. If we do not immediately take action on a violation of these Terms, we are not giving up any rights under the Terms, and we may still take action at some point. The Supplier intends to provide notice in connection with any change, by posting on the Website or via email. Use of the Services after a change of these Terms constitutes acceptance of such changed Terms. It is the Customer’s obligation to keep up to date on changes to Terms.

20. DISPUTES

These Terms are subject to Danish law and any dispute arising from the subscription, including these Terms, must be reported to Copenhagen City Court.

21. COPYRIGHT

All material contained on the Supplier’s website and software belongs to the Supplier. This applies to designs, texts, functionality, code and overall impressions. If you wish to quote or otherwise mention the Supplier, please ask the Supplier for written permission.

22. JURISDICTION SPECIFIC TERMS

If you are located in the European Economic Area (EEA) or send/share data (by using the Services) with anyone in the EEA:

The processing of personal data that the Customer uses as data controller in the Services, the Data Processor Agreement applies between the Supplier and the Customer. Regarding the Supplier’s processing of personal data, please refer to the Privacy Policy.

EU/EEA and Switzerland Data Processing

Expeni recognizes the importance of compliance with the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of Personal Data (as defined in the Expeni Data Processor Agreement) transferred from the European Economic Area and/or Switzerland, as applicable, to the U.S. For additional detail on our commitments with respect to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks, see our Privacy Policy. To the extent that Expeni processes any Personal Data as part of Customer Data that is subject to the General Data Protection Regulation (the “GDPR”), on Customer’s behalf, in the provision of the services hereunder, the terms of the Expeni Data Processor Agreement, which are hereby incorporated by reference, shall apply. For customers that are located in the European Union or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission shall apply. You acknowledge in all cases that Expeni acts as the data processor of Customer Data, and you are the data controller of Customer Data under applicable data protection regulations in the European Union and European Economic Area. Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement. If you are subject to the GDPR, you understand that if you give an integration provider access to your Expeni account, you serve as the data controller of such information and the integration provider serves as the data processor for the purposes of those data protection laws and regulations that apply to you. In no case are such integration providers our sub-processors.

23. PUBLICITY

You grant us the right to add your company name and logo to our customer list and website.

Contact Us

For assistance with questions regarding this Agreement, Services or other issues, please contact us at support@expeni.com or using the contact form or details located at www.expeni.com.