SHELTR

Terms & Conditions

Last modified April 30th, 2024

These Terms & Conditions apply between Cookie Information A/S, Danish Business Registration no. DK38758292 with the second name Sheltr A/S with a registered address on Købmagergade 19, 4th floor, 1150 Copenhagen K, Denmark (”Sheltr”) and the customer, who has agreed to receive the Service from Sheltr (“Customer”), collectively referred to as “the Parties” and individually “the Party”.

1. DEFINITIONS

1. Agreement means these Terms and conditions, the Order Form and the Data Processing Agreement, which the Customer has accepted when receiving the Service from Sheltr.
2. The Service means the service specified in the Order Form or by the Sign-Up process.

1.3 Customer Data means the data provided by the Customer to Sheltr to enable the provision of the Service. Categories of Customer Data may vary depending on the Services provided and as described in the relevant Order Form. The Customer exclusively owns the rights and title to the Customer’s intellectual property rights.

1.4 Service Data means the data collected and generated by Sheltr by operating the Service and through the Customer’s use of the Service. Categories of Service Data may vary depending on the Services provided.

2. THE SERVICE

1. Sheltr provides the Customer with a license to access and use the Service described in the Order Form.
2. Sheltr provides support to the Customers. The Customer can contact Sheltr via the contact information on the product page if the Customer wishes support.
3. The Customer authorizes individuals (Users) to use or access the Service. Users can be employees or third-party consultants of the Customer.
4. If the Customer registers for a free trial, Sheltr will make the applicable Service available to the Customer on a trial basis free of charge until (1) the end of the free-trial period (if not terminated earlier), or (2) the start date of the Customer’s paid subscription.
5. Unless the Customer purchases a subscription to the applicable service before the end of the free trial all Customer data will be permanently deleted 30 days after the end of the free trial, and we will not recover it. If we include additional terms on the free trial registration page those will apply as well. General information on retention can be found in the Data Processing Agreement, Section 11.1.
6. The Customer acknowledges that Sheltr may apply upgrades to the Service and that such upgrades may result in changes to the functionality of the Service. No upgrade shall disable, delete, or impair the general functionality provided through the Service. Some upgrades are not mandatory.
7. The Customer grants a non-exclusive, revocable, non-transferable right to access and use the Service solely for internal business operations. The foregoing access and use grant does not constitute a sale and does not convey any rights of ownership in or to the Service, documentation or any related materials to Customer or any third party. The right of access and use is only granted for the term outlined in the applicable Order Form or the trial period. 

3. DELIVERY

1. The delivery of the Service is specifically agreed between the Parties in the Order Form.

4. THE CUSTOMERS RESPONSIBILITIES

1. The Customer is responsible for fulfilling the Agreement, including payment for and acceptable use of the Service, cf. below.
2. The Customer shall provide Sheltr with all information, access and cooperation reasonably necessary to enable Sheltr to provide the Service.
3. The Customer shall cooperate with Sheltr in relation to the implementation of the Service at the Customer.
4. The Customer is responsible for identifying and authenticating all Users and for ensuring users’ compliance with this Agreement.

5. ACCEPTABLE USE

1. The Customer agrees to only use the Service for the purposes permitted by (a) this Agreement and (b) applicable laws and regulations.
2. 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 Service; (ii) copy, frame or mirror any part or content of the Service, other than for its own internal business operations; (iii) reverse engineer the Service; or (iv) access the Service to build a competitive product or service, (v) sell, resell or sublicense the Service.

6. FEES AND PAYMENT

1. Depending on the Service the Customers shall either pay the fee for using the Service specified in the Sign-Up Process (Whistleblowing) or in the Order Form (Data Discovery, Data Subject Request).
2. Except as otherwise specified, all fees are quoted and payable in Euros (EUR) or Danish Kroner (DKK), payment obligations are non-cancellable and Fees paid are non-refundable.
3. The Subscription fees are adjusted annually with 2,5 % of the previous subscription fee on the anniversary of the Term without prior notice. Sheltr may adjust the subscription fees by providing 30 days’ notice.
4. Subscription for services is billed monthly or yearly in advance and is payable by credit card or bank transfer depending on the Service.
5. The Subscription Fee, including any applicable VAT, will be charged after the subscription has been enabled in the Customer’s account. If the Customer pays by bank transfer, standard payment terms are 30 days for the invoice.
6. Any additional Services added to the Customer’s Sheltr account during the monthly or yearly payment term will be billed separately in their own billing cycle.
7. Invoices will be sent to the email address registered on the Customer’s account on the Sheltr Platform. Invoices can also be viewed and downloaded on the Sheltr Platform.
8. If the Customer disputes an invoice, it shall provide Sheltr 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.
9. Late payment. If any amounts invoiced are not received by Sheltr by the due date, Sheltr may charge default interest in accordance with the Danish Act on Interest (“Renteloven”), from the date such payment was due until the date paid.
10. 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.
11. The local VAT will be charged from Customers situated in the EU except for companies that have registered a valid VAT number with Sheltr (“reverse charge”). The exception does not apply to Danish companies. Customers outside the EU will not be charged VAT. If the Customer is a company situated in the EU and qualifies for VAT exemption, and the Customer’s 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), Sheltr will charge VAT which will not be refunded. Any assessment on VAT applicability is a Customer's responsibility and the Customer is liable for such correct assessment.

7. SUSPENSION

1. If the Customer does not comply with the acceptable use of the Service, cf. Section 5 or uses the Services illegally, Sheltr reserves the right to suspend the Services with 24-hour notice before the suspension.
2. If any fees are thirty (30) days or more overdue, Sheltr may suspend its provision of the Service without limiting its other rights and remedies until such amounts are paid in full.

• Sheltr shall notify the Customer in advance of its intention to suspend the Service for non-payment of undisputed fees seven (7) days before any such suspension.
• 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.
• Sheltr will reinstate the services upon the Customer’s payment of the outstanding Fees.
• Notwithstanding the foregoing, Sheltr shall not suspend the Service if the unpaid charges are subject to a reasonable and good faith dispute notified to Sheltr in accordance with Section 6.8 and the Customer is cooperating diligently to resolve the dispute.

8. INTELLECTUAL PROPERTY RIGHTS

1. All content and materials available in the Service and on Sheltr domains, including but not limited to text, graphics, website name, code, images, and logos, are the intellectual property of Sheltr 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 Sheltr.
2. These terms of the Agreement do not grant the Customer 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. Sheltr 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 the Agreement or agreed to in writing.
3. Except for the limited rights expressly granted to the Customer hereunder, Sheltr reserves all intellectual property rights, title and interest in and to the Service.
4. As between Sheltr and the Customer, the Customer exclusively owns all rights, title, and interest in and to all Customer Data (incl. Personal Data, see further regarding Privacy in Section 9).
5. Sheltr may aggregate and analyze Customer Data in order to provide statistical information to the Customer. Sheltr may also analyze Customer Data for security and operations management.
6. Sheltr may conduct further statistical analysis on aggregated (non-personal identifiable) Customer Data to improve the solutions offered by Sheltr.
7. Sheltr exclusively owns all rights, title and interest in and to all Service Data.

9. CONFIDENTIALITY

1. All information disclosed between the Parties, whether orally or in writing, is confidential. Confidential information is information 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 & Conditions of this Agreement, the pricing of any Service.
2. 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 Party disclosing it; (ii) was known to the Party receiving it prior to its disclosure by the Party disclosing it without breach of any obligation owed to the Party disclosing it; (iii) is received from a third party without breach of any obligation owed to the Party disclosing it; (iv) was independently developed by the Party receiving it.
3. The Party receiving confidential information shall protect the confidentiality of it, not to disclose or use any confidential information of the Party disclosing it for any purpose outside the scope of this Agreement.
4. The Party receiving confidential information from the other Party may disclose confidential information of the Party disclosing it if the confidential information is compelled by law or the regulator, provided the Party receiving it gives the other Party prior notice of such compelled disclosure (to the extent legally permitted).

10. PRIVACY

1. The Customer acts as data controller and Sheltr acts as data processor in relation to Customer data which constitutes personal data in accordance with the definition in Article 4 of the GDPR.
2. The Data Processing Agreement in Appendix A regulates the relation between the Parties as data controller and data processor respectively in accordance with Article 28(3) of the General Data Protection Regulation (GDPR).

11. WARRANTIES

1. Sheltr warrants that:

• it has validly entered into this Agreement and has the legal power to do so; that the Service does not infringe any third-party intellectual property right within the venue set out in Section 17, and; it shall perform the Services materially in accordance with the specifications, as provided in the sign-up process.

2. The service warranty shall not apply if the alleged breach has been caused by any unauthorized amendment to or use of the Services or any non-compliance by the Customer under this Agreement.
3. Sheltr does not warrant that the Service will operate in conjunction with any other hardware, software systems, software applications, services or data not provided by Sheltr. Sheltr disclaims any merchantability or fitness for a particular purpose, that the Service is uninterrupted or of satisfactory quality, timely or free from error, in each case to the maximum extent permitted by applicable law. Furthermore, any content downloaded or otherwise obtained through the use of our Service is downloaded or obtained at the Customer’s own discretion and risk, and the Customer is solely responsible for any damage to the Customer’s network or devices for any loss of data that may result from the download of such content; and that no information or advice, whether expressed, implied, oral or written, obtained by the Customer from Sheltr 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 the Agreement. For legally binding advice, the Customer should seek legal counsel.
4. Unless otherwise expressed, Sheltr expressly disclaims all warranties, guarantees, and conditions of any kind, whether express or implied, including but not limited to any implied warranties, guarantee and non-infringement.
5. The Customer’s exclusive remedy and Sheltr’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.
6. The Customer warrants that:

• it has validly entered into this Agreement and has the legal power to do so; and will comply with the acceptable use (cf. Section 5), 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.

12. INDEMNIFICATION

1. The failure of Sheltr to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. The Agreement constitute the entire agreement between the Customer and Sheltr, and governs the Customer's use of the Service, superseding any prior agreements between the Customer and Sheltr (including, but not limited to, any prior versions of the Terms & Conditions).

13. LIMITATION OF LIABILITY

1. In the case of Sheltr’s failure to perform under this agreement, the Customer must notify Sheltr of the alleged non-performance in writing and Sheltr will be entitled and obliged to remedy the non-performance without undue delay.
2. Sheltr’s liability to pay damages in the case of any non-performance shall not encompass any indirect loss, consequential loss, business interruption, loss of business opportunities, loss or corruption of data, or loss caused by non-availability of the software. However, if the non-performance is due to Sheltr’s gross negligence, the Customer shall be entitled to damages in accordance with Danish law. The damages cannot exceed an amount equal to the Customer's aggregate payments to Sheltr (exclusive of VAT) in the last 12 months before the non-performance. In the event that 12 months have not yet passed this limit, it shall instead be the expected aggregate fee for the first 12 calendar months of the cooperation.
3. Sheltr is entitled to perform the agreement wholly or partly through sub-suppliers, however, Sheltr’s obligations and liability shall not be reduced thereby.

14. TERM AND TERMINATION

1. The Agreement and the Customer’s subscription to the Service will be effective from the moment the Customer signs up (both paid and free trial) for Sheltr Services (Whistleblower) on the webpage or Sign the Order Form (Data Discovery/Data Subject Request) and until the subscription and the Agreement are terminated by the Customer or Sheltr, or as otherwise agreed upon with Sheltr.
2. The Customer may cancel the Agreement with one (1) month notice prior to the yearly payment of the subscription fee.
3. The Customer may remove the Service from the Customer’s configuration at any time on the Service Portal.
4. 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 the such material breach from the non-breaching Party; or (ii) if the other Party becomes the subject of an insolvency event.

15. FORCE MAJEURE

1. Neither Party shall be responsible nor 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 an 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.

16. ASSIGNMENT

1. A Party may only assign or transfer this Agreement with the prior written consent of the other Party, which it cannot unreasonably withhold. Notwithstanding the foregoing, upon prior reasonable notice.
2. 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.

17. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

1. This Agreement and its 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.
2. 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.

18. GENERAL PROVISIONS

1. Each Party confirms that this represents the entire understanding and constitutes the whole agreement between the Parties. 
2. Sheltr reserves the right to change the Agreement from time to time. If such changes are considered material, Sheltr will inform the Customer about the changes by email, and the changes will take effect one month after such email has been sent. The Customer’s continued use of the Service after such changes will constitute acknowledgement and acceptance of the modified Agreement.
3. 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.