1. The Extent of the Agreement

1.1
The present terms of sale substitute all additional agreements between the parties concerning the services outlined in the offer. Collective reference is made to the offer and the present terms of sale as the “Agreement”.

 

2. Services and Add-On Services

2.1
The services to which the customer is given access are specified in the offer.

2.2
Additional services or amendments to the agreement can only happen in the shape of a written agreement between the customer and ATS.

 

3. Duration and Cancellation

3.1
The services will be provided in the specified period which appears from the offer.

3.2
The agreement may be terminated at sixty (60) days' notice to the expiry of the specified period in 3.1.

3.3
The agreement is automatically renewed on the same terms.

If the customer does not wish to maintain the access to the services, the agreement is terminable at sixty (60) days' notice as mentioned in article 3.2.

3.4
One time-services are paid per purchase – hence no term of notice on one-time services.

3.5
The general right of cancellation within 14 days of purchase no longer applies as soon as the customer has started using the digital product. A product is considered in use when the customer has completed the purchase and received an invoice which grants access to the online training platform.

 

4. Access to Services

4.1
When placing an order, the customer must fill out ATS’s User Template, which must contain the names and initials of the users who will be given access to the platform. Additionally, the customer must define the users that will serve as facilitators on the platform (provided that the customer facilitates the users). Email addresses for facilitators are necessary for login as facilitator.

On this basis, ATS will set up the users and the facilitators and ensure that all users and facilitators have the necessary rights within the platform.

4.2
The customer is granted access to the platform and the defined tools and scenarios set forth in the offer, after the payment has been received.

4.3
The platform is browser-based and can be accessed from any computer or tablet with internet access and a compliant browser installed.

4.4
The facilitators will be able to access the services from their own computers with internet access.

4.5
Users will be able to access the games by using the game codes which are created when the facilitators set up games.

4.6
The customer is responsible for the timely delivery of the agreed information and materials in order for ATS to set up the user portal. The customer will not receive a proportional reduction in the fee due to missing or insufficient submission of the agreed information and materials.

4.7
If there are changes to the number of users within the contract period, the customer must submit a new complete User Template containing all of the users. If the new User Template contains more users than the original submission, ATS will forward a new invoice corresponding to the number of users added compared to the original invoice. The new invoice will be for the full original 12-month access for the added number of users, and the fee will not be reduced based on the remaining duration of the agreement. If the total number of users is reduced within the duration of the agreement, the customer will not be credited, but the price will be adjusted according to the actual number of users when the agreement is renewed.

 

5. Rights and License

5.1
The customer acquires a non-exclusive right of use/license to the service, for in-house use only, within the customer’s company, and for the named users to which the customer has bought access. In-house use is defined as use of the services for internal training purposes. Only users identified in the customer’s User Template and registered in the customer’s portal are allowed to use the services. Any other use of the services is prohibited, including, but not limited to, granting access to users not registered in the customer’s portal, or using services to teach external persons, thereby operating a commercial business on the basis of the services provided by ATS.

5.2
All intellectual property rights, including the right to serial production, copying, creation of new scenarios, and dispersion of the services to the general public are solely entitled to ATS. Hence, the customer is not allowed to take such measures on the basis of their access to the services, except from the identified users’ personal access to the services.

5.3
All licenses granted the customer are individual and personal and can therefore not be transferred. The customer must ensure that employees do not transfer or give game codes or the like to other users, or that employees in any way put the products at the disposal of users who do not have the required license.

5.4
If the customer or the employees violate the contract by granting access to the services for users for whom they have not paid licenses, ATS has a legitimate claim for damages and reimbursement according to Danish law.

5.5
If the employees of the customer want access to additional tools or scenarios in the customer’s portal, a written agreement between ATS and the customer must be signed. This concerns both the period of application and other conditions not mentioned in the agreement.

 

6. Payment and Price Regulation

6.1
Invoicing occurs immediately after the signing of the agreement and continuously when registering new users. A one-time implementation fee must be paid by the customer before any other action is initiated.

6.2
On the basis of the total number of users in the customer’s User Template, ATS makes out an invoice in accordance with the price per user defined in the offer. Payment of the invoice must happen immediately after submission, and before the users are granted access to the services. All prices are exclusive of VAT and other charges which must be paid by the customer.

6.3
If the access to the services to which the customer has acquired the right of use is either renewed automatically and/or renewed with new conditions via additions to this contract, ATS is entitled to use indexation on the annual payment and hosting fee. All regulations will be based on the net price index published by Statistics Denmark.

6.4
Pricing for the use of MAYDAY may be adjusted every year in January. This involves a maximum 8% price increase, taking inflation and other price considerations into account.

 

7. Operation, Maintenance, and Liability

7.1
Since the services are web-based and operated from a server under the auspices of ATS, the services do not have to be installed internally in the customer’s operation environment or on the customer’s servers.

7.2
If the customer has requested ATS to run operation on the special portal website of the customer, this also takes place from a server under the auspices of ATS. If it is agreed upon that ATS must develop a special portal website, this will happen in accordance with the agreed delivery description.

7.3
The services are carried through the users’ browser without installations on the computer. ATS is responsible for the operation, update, and maintenance of the portal to an ordinary extent. ATS reserves the right to temporarily render the services inaccessible with a view to perform updates and maintenance work deemed necessary in ATS’ estimation.

7.4
ATS is not liable for conditions caused by the customer’s IT-systems and network, lacking or no internet connection and so forth.

7.5
ATS cannot be held liable for indirect loss, consequential loss, including operating loss and loss of data as a result of this agreement. Any liability to compensate can in no case exceed the annual fee that the customer must pay for access to the services.

 

8. Support and Teaching

8.1
Support which is not featured in the agreement is paid per hour.

8.2
Training of how to use the platform is featured in the individual customer agreement.

 

9. FORCE MAJEURE

9.1
In case the customer or ATS experience an event, which under Danish law is characterized as force majeure, or which affects the party’s ability to fulfill the obligations set forth in the agreement, the affected party is exempt from fulfilling their obligations. The concept of force majeure must encompass professional disputes.

9.2
The stipulation of exemption must also apply in cases, where force majeure affects a third party that provides the service to the customer or ATS.

 

10. Conveyance, etc.

10.1
ATS is entitled to transfer their rights and obligations pursuant to the agreement wholly or partly to a third party without the customer’s consent, provided that ATS continues to deliver or guarantees that a third party can deliver the services to the customer in accordance with the agreement.

10.2
ATS is entitled to employ subcontractors when preparing the services and in compliance with the agreement.

10.3
The customer is not entitled to transfer the agreement to a third party without the written consent of ATS.

 

11. Formation of the Contract

11.1
All registrations, allonges, amendments and specifications of data, and content regarding the agreement must be entered into writing between ATS and the customer as a protocol, signed by both the customer and ATS. The protocol will subsequently be included in the agreement.

 

12. Applicable Law and Venue

12.1
The agreement is governed by Danish law. Any dispute pertaining to or emanating from the agreement must be decided by a Danish court of law, more specifically Retten i Kolding.

Valid from October 30, 2024
Terms of Sale for MAYDAY Digital Training Tools Revision: 04