These terms and conditions apply between Cookie Information A/S, Danish business registration no. 38758292 with registered address on Nyhavn 16 A, 2. th., 1051 Copenhagen K, Denmark (“Cookie Information”) and you, the customer, who has agreed to receive the Services from Cookie Information (“Customer”), (“You”) and (“Your”).
1.1 “Acceptable Use Policy” has the meaning set out in clause 4.
1.2 “Affiliate” means any entity controlled by a Party, controlling a Party, or under common control with a Party, and for the purposes of this definition: “control” shall exist through direct ownership of more than fifty per cent (50%) of the share capital.
1.3 “Agreement” means these Terms and the Enterprise Agreement.
1.4 “Cookie Information Platform” means the self-service platform available on app.cookieinformation.com where Customer can configure, try and purchase the Service(s) and have an account profile.
1.5 “Cookie Information Domains” means all domains owned by Cookie Information, including but not limited to:
1.6 “Customer Data” means the data provided by the Customer to Cookie Information to enable provision of the Services, which may include domain URLs and test domain URLs where Customer implements the Services. The Customer exclusively owns the rights and title to the Customers IPR.
1.7 “Service Data” means the data collected and generated by Cookie Information by our Cookie Information Platform, such as the configuration of content and appearance, including scan data from Customer’s website(s), domain(s) and the data generated by End Users browsing Customer’s website(s) using the Service, including End User’s cookie consents.
1.8 “Confidential Information” has the meaning as set out in clause 8.1.
1.9 “End Users” means any person or entity other than Customer with whom Customer interacts with while using the Service.
1.10 “Party” means either of Cookie Information or the Customer and “Parties” for both.
1.11 “Services” means the services described in section 2.1. and as described in the applicable Service Specifications.
1.12 “Service Specifications” means the description of the Services, available on Cookie Information’s website.
1.13 “Subscription Fee” means fees payable by the Customer to Cookie Information under the Agreement, as specified in the sign-up procedure or as otherwise agreed upon with Cookie Information.
1.14 “Term” means the term for the Services set out in section 13.1, and as renewed automatically.
1.15 “User” means an individual who is authorised by the Customer to use or access the Services. A User shall only include (i) the employees of Customer or Customer’s Affiliates, as well as third party consultants and agents of the Customer or of its Affiliates, that are rendering services to the Customer and that need access to the Services in relation to the rendering of such services.
2.2 Provision of Services. Subject to the sign-up and configuration procedure on our website and payment of the Subscription Fee, Cookie Information will deliver the Services to you.
2.4 Support. Cookie Information provides support services as described in the Service Specification or as otherwise agreed upon with Cookie Information.
2.5 Upgrades. Customer acknowledges that from time to time during the Term, Cookie Information may apply upgrades to the Services and that such upgrades may result in changes to the functionality of the Services. No upgrade shall disable, delete or impair the functionality provided through the Services. Some upgrades are not mandatory.
2.6 Information. The Customer shall provide Cookie Information with all information, access and co-operation reasonably necessary to enable Cookie Information to provide the Services.
2.7 Correct implementation of the Services. it is the Customer’s responsibility to ensure correct implementation and provide correct information and relevant input to the Services, including drafting an appropriate wording of the request for consents and providing the necessary information to the End-Users in order to obtain an “informed”, “prior” and “explicit” consent as appropriate.
2.9 Users. The Customer is responsible for identifying and authenticating all Users and to ensure Users’ compliance with this Agreement.
2.10 Customer Affiliates. The Agreement is also for the benefit of the Customer’s Affiliates. The Customer must ensure that each of its Affiliates using the Services will comply with the Agreement.
It is the Customer only, that can amend and enforce the Agreement with Cookie Information, and any changes do not require the consent of the Customer’s Affiliates.
Any changes or enforcement by Cookie Information towards the Customer’s Affiliates are made only directly with Customer.
2.11 Acceptable Use Policy. When using the Services, both free and payable, You agree to use the Services only for the purposes permitted by (a) this Agreement and (b) applicable laws. Customer must further more comply with the following restrictions:
2.11.1 Save to the extent expressly permitted by applicable law, the Customer shall not: (i) permit any third party who is not a User to access the Services, including, without limitation, in any form by a rental, service bureau, hosting, time-sharing arrangement or demonstration of the Services to any third party; (ii) copy, frame or mirror any part or content of the Services, other than for its own internal business purposes; (iii) reverse engineer the Services; or (iv) access the Services in order to build a competitive product or service, (v) sell, resell or sublicense the Services.
FEES AND PAYMENT
2.12 Fees. The Customer shall pay all Fees as specified in the Agreement, and as agreed to by Customer in the sign-up process or by subsequent add-on purchases or notified increased prices, or as otherwise agreed upon with Cookie Information. Except as otherwise specified, all Fees are quoted and payable in euros, payment obligations are non-cancellable and Fees paid are non-refundable.
2.13 No set-off. All amounts due under this Agreement from Customer to Cookie Information shall be paid in full without any set-off, counterclaim, deduction or withholding.
2.14 Fee changes. The Subscription Fees are adjusted annually with 2,5 % of the previous Subscription Fee on the anniversary of the Term without prior notice.
2.15 Payment. Subscription for Services is billed monthly or yearly in advance subject to the type of Service and are payable by credit card. Subscriptions paid by bank transfer are billed yearly. You must provide us with valid and updated credit card information or invoicing information when signing up for the Services. You authorize us to recurrently charge such credit card or bank account for all Services You have accepted. You are responsible for keeping Your payment details up to date. You can renew Your payment authorization via the “My Account” menu on the Cookie Information Platform or by contacting us.
2.16 Due Payment. The Subscription Fee, including any applicable VAT, will be charged after the domain(s) has/have been added to Your account. If You pay by bank transfer, standard payment terms are 30 days for invoice.
2.17 Added Services. Any additional domains added to Your account on the Cookie Information Platform during the yearly payment term will be billed separately in their own billing cycle.
2.18 Invoices. Whether the Subscription Fee is paid by bank transfer or credit card, invoices will be sent to the email address registered on your account on the Cookie Information Platform. When you log onto the Cookie Information Platform, you can view and download invoices issued to you under the “My Account” menu.
2.19 Disputed invoices. If the Customer disputes an invoice, it shall provide Cookie Information written notice of such dispute within ten (10) working days of receipt of such invoice stating the reasons for disputing the invoice and Fees payable.
2.20 Payment method. You may change the payment terms on your user account on the Cookie Information Platform at any time or by contacting us. If you pay by credit card, we will defray all transaction fees. If you pay by bank transfer to our accounts in Denmark, you are required to defray all transaction costs.
2.21 Late payment. If any amounts invoiced are not received by Cookie Information by the due date, Cookie Information may charge default interest in accordance with the Danish Act on Interest (“Renteloven”), from the date such payment was due until the date paid.
2.22 Taxes. Fees are exclusive of all applicable taxes, levies or duties imposed by taxing authorities, including without limitation value-added and withholding taxes. The Customer shall be responsible for payment of all such taxes, levies or duties.
2.23 VAT. The local VAT will be charged from Customers situated in the EU except for companies that have registered a valid VAT number with us (“reverse charge”). The exception does not apply to Danish companies. Customers outside the EU will not be charged VAT. If you are a company situated in the EU and qualify for VAT exemption, and your VAT number is not valid according to the European Commission’s VIES VAT number validation system on the date of invoice (order and/or recurring order), we will charge VAT which will not be refunded. Any assessment on VAT applicability is a Customer responsibility and You are liable for such correct assessment.
3.1 Acceptable Use Policy. If the Customer does not comply with the Acceptable Use Policy or uses the Services illegally, Cookie Information reserves the right to suspend the Services with 24-hour notice before suspension.
3.2 Suspension for late payment. If any Fees are thirty (30) days or more overdue, Cookie Information may, without limiting its other rights and remedies, suspend its provision of the Services until such amounts are paid in full.
3.2.1 Cookie Information shall notify the Customer in advance of its intention to suspend the Cookie Information Service for non-payment of undisputed Fees seven (7) days prior to any such suspension.
3.2.2 Any such suspension of services shall not entitle the Customer to any refunds of prepayments, or if no prepayments are made, not be an excuse for payment of full Fees.
3.2.3 Cookie Information will reinstate the services upon Customer’s payment of the outstanding Fees.
3.2.4 Notwithstanding the foregoing, Cookie Information shall not suspend the Services if the unpaid charges are subject to a reasonable and good faith dispute notified to Cookie Information in accordance with clause 5.8 and the Customer is cooperating diligently to resolve the dispute.
Intellectual PROPRIETARY RIGHTS
3.3 Cookie Information Domains and Services. All content and materials available on Cookie Information Domains, including but not limited to text, graphics, website name, code, images, and logos are the intellectual property of Cookie Information and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site is strictly prohibited unless specifically authorized by Cookie Information.
3.3.1 These terms of Agreement do not grant You any ownership interest in or to such content or the Services but only a limited right of use that is revocable in accordance with this Agreement. Cookie Information does not grant any license or other rights to use any of our trademarks, service marks, copyrightable material or other intellectual property except as expressly provided in these Terms or agreed to in writing.
3.4 Reservation of Rights. Except for the limited rights expressly granted to the Customer hereunder, Cookie Information reserves all intellectual property rights, title and interest in and to the Services.
3.5 Ownership of Customer Data. As between Cookie Information and the Customer, the Customer exclusively owns all rights, title and interest in and to all Customer Data.
3.6 Analytics. Cookie Information may analyse Customer Data for security and operations management and for statistical analysis to improve the solutions offered by Cookie Information.
3.7 Ownership of Service Data. As between Cookie Information and the Customer, Cookie Information exclusively owns all rights, title and interest in and to all Service Data.
3.8 Licenses. The Customer grants Cookie Information and its Affiliates a nonexclusive, transferable, worldwide licence to access and use the Customer Data in accordance with this Agreement to provide the Services to the Customer and its Users. In turn, Cookie Information grants the Customer and its affiliates a nonexclusive, transferable, worldwide licence to access and use the Service Data in accordance with this Agreement to facilitate compliance with relevant cookie and data protection legislation and for other own internal purposes.
3.9 “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is made confidential by law or designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, the pricing of any Services. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; (iv) was independently developed by the Receiving Party.
3.10 Protection of Confidential Information. The Receiving Party shall protect the confidentiality of Confidential Information not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.
3.11 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law or the regulator, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted).
3.12 In connection with provision of the Services, Cookie Information will come into possession of and host Service Data on the Customer’s behalf. It is the parties’ assessment that such Service Data does not constitute personal data, as the data cannot in any way be attributed to a natural person, nor in combination with data solely kept by the Customer. Consequently, it is the parties’ assessment that the processing of Service Data on the Customer’s behalf falls outside of the scope of the General Data Protection Regulation (“GDPR”) and does not require a data processing agreement.
WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
3.14 Cookie Information warranties. Cookie Information warrants that:
3.14.1 it has validly entered into this Agreement and has the legal power to do so;
3.14.2 The Services do not infringe any third party intellectual property right.
3.14.3 it shall perform the Services materially in accordance with the specifications, as provided in the sign-up process and the Service Specification (the “Service Warranty”);
3.15 Exclusion from Cookie Information warranties: The service warranty shall not apply if the alleged breach has been caused by
3.15.1 any unauthorised amend-ment to or use of the Services;
3.15.2 any non-compliance by the Customer under this Agreement.
3.16 Disclaimer. Cookie Information does not warrant that the Services will operate in conjunction with any other hardware, software systems, software applications, services or data not provided by Cookie Information. Cookie Information disclaims any merchantability or fitness for a particular purpose, that the Services are uninterrupted or of satisfactory quality, timely or free from error, in each case to the maximum extent permitted by applicable law.
3.16.1 Furthermore, any content downloaded or otherwise obtained through the use of our Services is downloaded or obtained at Your own discretion and risk, and You are solely responsible for any damage to your network or devices for any loss of data that may result from the download of such content; and that
3.16.2 No information or advice, whether expressed, implied, oral or written, obtained by you from Cookie Information or through any Services we provide will create any warranty, guarantee or conditions of any kind, except for those expressly outlined in these terms of Agreement. For legally binding advice the Client should seek legal council.
3.17 General disclaimer: Unless otherwise expressed, Cookie Information expressly disclaims all warranties, guarantee, and conditions of any kind, whether express or implied, including but not limited to any implied warranties, guarantee and non-infringement.
3.18 Exclusive remedies for Cookie Information’s warranties: The Customer’s exclusive remedy and Cookie Information’s entire liability for a breach of the service warranty shall be re-performance or repair of the applicable services. If the breach is not remedied within a reasonable time, the Customer shall be entitled to a price reduction that is proportionate to the breach.
3.19 Customer Warranties. The Customer warrants that:
3.19.1 it has validly ientered into this Agreement and has the legal power to do so; and
3.19.2 it will comply with the Acceptable Use Policy, and all data protection and marketing regulatory compliance applicable to the Customer in collecting, compiling, storing, accessing and using the Customer Data in connection with the Services and in its use of the Services.
3.20 No Other Warranties. Except as expressly provided herein, each Party excludes all warranties, representations, terms, conditions or other commitments of any kind, whether express or implied, statutory or otherwise.
3.21 Indemnification by Cookie Information.
3.21.1 Provided that the Customer remains in compliance with this Agreement, Cookie Information shall defend the Customer and its Affiliates against any claims made by a third party that the use of the Services, as permitted under this Agreement, infringe the intellectual property rights of a third party and shall indemnify the Customer for any damages awarded by a final court decision or to be paid pursuant to a final binding out-of-court settlement to which the Customer is a party, excluding any attorney’s fees and expenses incurred by the Customer in connection with any such claim.
3.21.2 In the event of a claim, or if Cookie Information reasonably believes the use of the Services may infringe or misappropriate the rights of any third party, Cookie Information may in its discretion and at no cost to the Customer: (i) modify the Services so that they no longer infringe or misappropriate; (ii) obtain the rights for the Customer’s continued use of the Services in accordance with this Agreement; or if neither (i) or (ii) are commercially reasonable, terminate the Customer’s rights to use such Services upon written notice and refund the Customer any prepaid fees covering the remainder of the applicable Term after the effective date of termination.
3.22 Cookie Information shall have no liability under clause 11.1 in respect of any claim which arises from: (i) the necessary implementation of an industry standard or protocol; (ii) any modification or additions to the Cookie Information Software not authorised by Cookie Information in writing and/or supported by Cookie Information; (iii) any use outside the scope of use set out in the Agreement; (iv) any third party materials used by the Customer as part of or in conjunction with the Services; (iv) the Customer’s failure to accept patches, updates and bug fixes provided by Cookie Information; (v) and the Customer’s continued use of the Services or part thereof after being notified to stop due to a third party claim.
3.23 Indemnification by the Customer. The Customer shall defend Cookie Information and its Affiliates, against any claims made by a third party that:
3.23.1 any Customer Data or third-party materials used by Cookie Information on behalf of the Customer, infringes the intellectual property rights of a third party;
3.23.2 relates to any usage of the Services which is not in compliance with the Agreement or results from the Customer’s failure to accept patches, updates and bug fixes provided by Cookie Information;
3.23.3 otherwise relate to the use, hosting and/or processing by Cookie Information of the Customer Data, any third party materials or any modifications or additions to the Services made by or on behalf of the Customer which are not authorised and/or supported by Cookie Information; and
3.23.4 arise from a violation of any applicable laws and regulations, a violation of the legal rights of others or the unauthorised access to or disruption of any service, data, account or network in connection with the use of the Services; and
3.24 The Customer shall indemnify Cookie Information for any damages awarded by a final court decision or to be paid pursuant to a final binding out-of-court settlement to which Cookie Information is a party, and for reasonable attorney’s fees and expenses (including expert fees and expenses) reasonably incurred by Cookie Information in connection with any such claim.
3.25 The Customer shall indemnify Cookie Information for all third party claims in relation to Customer’s use of the free version of the Services.
3.26 Exclusive Remedy. The indemnities in clauses 11.1 and 11.3 represent the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of claim described in the relevant indemnity in clauses 11.1 and 11.3.
3.27 Indemnification procedure. A Party that intends to claim indemnification under clause 11.1 or 11.3 shall promptly notify the other Party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Party intends to claim indemnification. No settlement of any such claim shall be made without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld.
LIMITATION OF LIABILITY
3.28 The Parties are only liable for direct damages under this Agreement.
3.29 Indirect damages are special, indirect, consequential, or incidental damages, including loss of data, loss of goodwill, loss of profit, loss of revenue, interruption of business, or for Cookie Information only losses resulting from viruses or any other consequence of using or downloading any third party materials.
3.30 The Parties’ maximum liabilities, whether in contract or tort, shall be limited to the last 12 months of paid Fees. If there is not yet a history of 12 months fees, then the maximum shall be the average monthly payments x 12.
3.31 Any warranties and indemnifications shall not be limited in amount, but are however subject to the agreed exclusive remedies set out in this Agreement. Notwithstanding the forgoing, indemnification by Cookie Information shall be limited to the last 12 months of paid Fees.
3.32 The Parties’ liability is not limited in relation to:
3.32.1 death or personal injury caused by the other Party’s negligence;
3.32.2 fraudulent misrepresentation, wilful misconduct, breach of confidentiality or gross negligence;
3.33 The foregoing clauses 12.4 and 12.5 shall not apply to any claim by Cookie Information related to the Fees provided for under this Agreement.
3.34 To the extent permitted by law, Cookie Information excludes all liability for damages in relation to the Customer installing, using or downloading third party materials in connection with the Services. Cookie Information makes no representations and provides no warranties in relation to third party materials. In particular, to the full extent permitted by law, Cookie Information excludes all liability for any damage (including, without limitation, loss of data, interruption to business and loss of profits) resulting from viruses or any other consequence of using or downloading any Third Party Materials.
TERM AND TERMINATION
3.35 Term of Agreement. The Agreement and your subscription to the Services will be effective from the moment You sign up for our Services and until the subscription and the Agreement is terminated by You or Cookie Information, or as otherwise agreed upon with Cookie Information.
3.36 Termination for convenience: You may cancel Your subscription with one month’s notice by contacting us at firstname.lastname@example.org and may remove a domain from Your configuration at any time on the Cookie Information Platform.
3.36.1 Any termination for convenience is conditional upon the Customer removing the Cookie Information scripts when the termination takes effect as the Services will still be in effect until such scripts are removed.
3.36.2 In case of termination for convenience, any advance payments will not be refunded.
3.37 Termination for cause. A Party may terminate this Agreement for cause by notice in writing: (i) if the other Party is in material breach of this Agreement, including – without limitation – by failing to comply with applicable law, and fails to cure such breach within thirty (30) days of receipt of written notice of such material breach from the non-breaching Party; or (ii) if the other Party becomes the subject of an insolvency event.
3.38 Neither Party shall be responsible or liable for any failure or delay of performance under this Agreement if caused by a force majeure event, such as an act of war, cyberattack, government restrictions or regulations including sanctions and trade embargos or any other event outside the reasonable control of the obligated Party (“Force Majeure Event”). If such event continues for more than thirty (30) days, either Party may terminate the Agreement upon written notice to the other Party. A Force Majeure Event shall not excuse a Party from meeting its payment obligations under this Agreement.
3.39 A Party may not assign or transfer this Agreement without the prior written consent of the other Party, which it cannot unreasonably withhold. Notwithstanding the foregoing, upon prior reasonable notice a Party may assign or transfer this Agreement to any of its Affiliates.
3.40 For the avoidance of doubt, each Party may transfer its rights and obligations under this Agreement in connection with a business transfer, including – without limitation – a merger, demerger or sale of all or substantial parts of its activities to a third party, without obtaining the prior consent of the other Party.
GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
3.41 Governing Law. This Agreement and performance under it shall be governed by, and construed in accordance with, the laws of Denmark without regard to any portion of its choice of law principles and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods.
3.42 Venue: In the event of any dispute or disagreement arising under or in connection with this Agreement (including a dispute or disagreement as to the validity of the Terms or the Agreement), such dispute or disagreement will be referred to and resolved under the exclusive jurisdiction of the Danish courts.
3.43 Each Party confirms that this represents the entire understanding, and constitutes the whole agreement between the Parties.
3.44 Cookie Information reserves the right to change these terms of the Agreement from time to time. If such changes are considered material, Cookie Information will inform You about the changes by email and the changes will take effect one month after such email has been sent. Your continued use of Services after such changes will constitute acknowledgment and acceptance of the modified terms of Agreement.
3.45 If any term, provision or part of this Agreement is to any extent held invalid, void or unenforceable by a court of competent jurisdiction, the remainder of the Agreement, as applicable, will not be impaired or affected thereby, and each term, provision and part will continue in full force and effect, and will be valid and enforceable to the fullest extent permitted by law.
3.46 The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the Parties.