1. Definitions

1.1 The Platform: The Platform is a B2B eCommerce platform that allows the User to digitally handle its wholesale sales to its regular resellers. The Platform is offered as “software as a service” and exists in both a free and paid subscription.

1.2 The User: The User and his or her employees, but no more than the number of users that apply to the selected subscription type at any given time.

2. The obligations of Turis ApS

2.1 Turis ApS undertakes to give the User access to the subscription type selected by the user. For paid subscriptions, the User’s access starts from the date of receipt of the User’s payment via the payment redemption stripe, cf. 3.11.

2.2 The Platform is made available to the User’s employees, but only the maximum number of users that apply to the selected subscription type at any time.

2.3 When Turis ApS has received the User’s payment for any paid subscription, Turis ApS is not entitled to change the price during the current subscription period.

2.4 Turis ApS has the right to use the User’s name and brand as a reference on their website and in any other marketing material of Turis .

2.5 In the event that Turis ApS voluntarily terminates its operation, Turis ApS undertakes to continue operating the Platform in its latest version for a minimum period of 12 months, or until there are no longer actively paying customers. However, should Turis ApS cease operations as a result of bankruptcy, compulsory resolution or similar situations, Turis ApS shall not be obliged to continue operating the Platform, but the Platform may be terminated immediately and without notice.

2.6 Turis ApS attempts to ensure the highest possible operational stability but is not responsible for crashes or disruptions on the Platform, including operational disruptions caused by factors beyond Turis ApS’s control. This means, inter alia, power failure, equipment failure, Internet connection, telecommunications connection or the like.

2.7 In the event of a breakdown or disturbance, Turis ApS strives to restore normal operation as soon as possible and without unnecessary delay.

3. The Users obligations and license terms

3.1 The Platform is available as both free and paid ongoing subscription. The paid subscription is prepaid, and the form of payment can be on a monthly or yearly basis respectively. All prices are excl. VAT.

3.2 The User does not acquire the Platform or any copy or part thereof and does not obtain a license to run the Platform except as “software as a service”.

3.3 For Paid subscriptions, the User is obliged to pay for the chosen subscription type (Pro or Enterprise) prior to commissioning or renewal.

3.4 Once the selected subscription period has expired, an automatic renewal of the subscription will take place unless the User has requested cancellation of the subscription for the Platform minimum during the preceding month.

3.5 The User can upgrade the subscription at any time.

3.6 If the User defaults on his payment obligation, a reminder will be sent 7 days after the date of the payment default. If payment is still not received 10 days after this, reminder no. 2, including a remuneration fee of DKK 150, will be sent. If the payment is still not received within 7 days after reminder no. 2, the User’s access to the Platform is suspended.

3.7 Failure to fulfill the User’s obligations under the Contract shall be deemed to be a breach of the Contract and shall entitle Turis ApS to terminate the Contract immediately and without prior notice.

3.8 In the event of the User’s breach of the contract, the User is not entitled to receive a refund for any prepaid subscription of any kind.

3.9 For paid subscription, the User’s payment information is stored by Turis ApS’s third party service provider for payment services, Stripe. This payment information is automatically used for future payments for renewals of the Platform purchase. In the event of changes to the User’s payment information, the User must inform Turis ApS of this without undue delay. The User is responsible for timely payment at all times.

3.10 It is the responsibility of the User to ensure that the correct prices of the User’s goods are uploaded on the Platform and that the prices are correct at all times when using the Platform. It is also the responsibility of the User to ensure that amounts and VAT are settled correctly, including the User’s responsibility to comply with VAT and other tax rules at all times. The User is entirely responsible for the use of the Platform in accordance with applicable Danish and international law.

3.11 The User is granted access to the Platform during the period of the selected subscription. For paid subscriptions, the User’s access is valid from the date of payment. When paying for a 1-year subscription, the period runs for 365 days starting from the time of receipt of payment via Stripe. When purchasing a monthly subscription, the period runs for a calendar month, starting from the time of receipt of payment via Stripe.

3.12 Cancellation of the subscription must be in writing via contact@turis.app. The cancellation must be confirmed by Turis ApS before it is valid.

3.13 There is no right of withdrawal from the purchase of subscriptions to the Platform, this applies to both new purchases of subscriptions to the Platform and ongoing subscription agreements.

3.14 Turis ApS is entitled to assign its rights and obligations to the User to a group company or third party.

4. Service Level Agreement

4.1 Turis ApS undertakes to provide maximum uptime for the Platform, but is not responsible for crashes or disruptions caused by factors beyond Turis ApS’s control. This means, inter alia, equipment failure, power failure, Internet connection, telecommunications connection or the like.

4.2 No compensation is provided for any direct or indirect loss due to Platform downtime, including operating loss, loss of profit or any other consequential loss.

4.3 Reference is made in whole to section 9 on limitation of liability.

5. Third party services

5.1 Turis ApS may recommend, provide access to, and enable third party software, applications, products, services, or website links via the Platform. Any third party service offered via the Platform is only made available as a convenience for the User, and the purchase, access, or use of any third party service is strictly between the User and the third party service provider.

5.2 If the User makes use of any third party services via the Platform, the User is subject to and agree to the third party’s terms of service (or other applicable terms and conditions).

5.3 Any use of third party services offered via the Platform is entirely at the risk of the User. Under no circumstances shall Turis ApS be liable for any direct, indirect, or consequential damage or loss that results from any third party service.

6. Intellectual property rights

6.1 The Platform and all information provided from the Platform, with the exception of the User’s data, are covered and protected by copyright and other intellectual property rights and belong to or licensed to Turis ApS. Any individually prepared software also belongs to Turis ApS, unless otherwise agreed in writing between the Parties. The User must notify Turis ApS of any actual or potential infringement of Turis ApS’s intellectual property rights or unauthorized use of the Platform that the User is aware of.

6.2 No intellectual property rights are transferred to the User.

6.3 All material uploaded to the Platform by the User and all of the User’s data, is granted to Turis ApS and its suppliers, as a license and global license sufficient to enable Turis ApS to properly run and operate the Platform and fulfill its obligations. The User warrants that all material uploaded to the Platform does not infringe any third party’s rights and does not contain material that may be offensive or in violation of any applicable law or other regulation.

7. Data processing

7.1 Turis ApS stores and processes data in accordance with the data processing agreement provided.

7.2 Turis ApS retains all the User’s data for up to 12 months. All backup beyond this period is the customer’s own responsibility and Turis ApS cannot be held responsible for lost data after this period.

7.3 Turis ApS is entitled to retain the User’s data upon termination of the subscription agreement in order to use the data in anonymous form for statistics and analysis of the service.

8. Changes of the Platform

8.1 Turis ApS is entitled to continuously make updates and improvements to the Platform. Turis ApS is also entitled to change the composition and structure of the Platform, services, and subscriptions. Such updates, enhancements and changes may occur with or without notice and may affect services.

9. Compensation

9.1 The Parties are liable for damages in accordance with the general rules of Danish law.

9.2 In no case shall Turis ApS be liable for any operating loss, consequential damage or other indirect loss. Loss of data is considered indirect loss.

10. Limitation of liability

10.1 Please refer to the Disclaimer following these Terms of Service.

10.2 At the conclusion of the contract, the User has read and accepted the Disclaimer as applicable as part of these Terms of Service.

11. Law choice and venue

11.1 The Terms of Service and the offer are governed by Danish law, whatever may be the result of international private law rules. The Parties agree to exclude the application of the United Nations Convention on International Purchase Agreements (“CISG”).

11.2 In the event of disagreement between the Parties regarding a legal or technical matter arising from the Terms of Service, either Party may request that an independent expert’s opinion be obtained on the basis of the legal/technical opinion in IT matters of the Arbitration Institute at all times.

11.3 If the dispute is not resolved in accordance with the stated rules of legal/technical opinion in IT matters, the Parties are obliged to try to resolve any dispute through mediation or mediation. If a dispute cannot be resolved through mediation or mediation, the dispute must be settled by arbitration at the Arbitration Institute in accordance with the rules adopted by the Arbitration Institute that apply at the time of the commencement of the arbitration proceedings. The arbitration shall take place in Copenhagen and be filled with one arbitrator.

12. Confidentiality

12.1 The Parties are subject to confidentiality following these Terms of Service.

12.2 The Parties agrees to use the other party’s information only for the purpose of performing its obligations following these Terms of Service.

12.3 The Parties are mutually obliged not to discredit the other Party.

13. Term changes

13.1 Turis ApS has the right to change these Terms of Service in any respect. Turis ApS intends to provide reasonable notice (1 month) in connection with any change. Use of the Platform after a change to these Terms of Service constitutes acceptance of such modified contract terms. It is the User’s obligation to keep abreast of changes to these Terms of Service.

Disclaimer

In general
The Parties are liable in accordance with the general rules of Danish law, unless otherwise provided by the contract.

Product liability
Turis ApS is only liable for product damage in accordance with the provisions of the Product Liability Act, which cannot be waived by agreement, and Turis ApS disclaims product liability on any other basis.
Indirect losses and consequential damages
Turis ApS reserves the right for programming errors, including server crashes, and cannot be held responsible for any indirect or direct loss incurred in connection with the User’s use of the Product. Turis ApS disclaims any responsibility for any indirect or consequential loss incurred by the use of the product, including operating loss, loss of profit, loss and / or recovery of data, loss of goodwill, and other forms of consequential and indirect loss.
Furthermore, Turis ApS cannot be held liable for any loss incurred as a result of the User having not been able to use the Platform for whatever reason, including matters which fall outside the control of Turis ApS and whether or not Turis ApS has been advised of the possibility of that such a loss could occur. Turis ApS strives for the best possible operational stability, but is not responsible for crashes and disruptions. In the event of a breakdown, Turis ApS strives to restore normal operation as soon as possible and without unnecessary delay.
Turis ApS disclaims any responsibility for any loss or damage attributable to User’s own connection to the Product, including lack of Internet access, system crashes or other matters relating to User’s IT equipment, software and browser, etc. Turis ApS cannot be held responsible for any type of hacker attacks or viruses.

Storing and updating data
It is the Users’s responsibility to ensure that contact information such as address, telephone number, e-mail address, VAT no. at all times are correct and updated on the Platform.
It is the User’s responsibility to comply with the rules in force at any time in accordance with GDPR and other legislation, and Turis ApS cannot be held responsible for any breach of the Data Regulation or other legislation, including penalties for breach.

Use of the product
It is the User’s responsibility to ensure that correct prices are stated when the User’s products are uploaded to the Platform and that the prices are correct at all times when using the Platform. It is also the User’s own responsibility to ensure that amounts and VAT are settled correctly, including the User’s own responsibility to comply with VAT and other tax rules. The User is responsible for the use of the Platform in accordance with applicable Danish and international law.
Turis ApS cannot be held responsible for the results of the stored data and the Users use thereof.

Limitation of liability
Turis ApS’s liability for all cumulated claims under the Terms of Service is limited to the total payments due for a 12-month period immediately preceding any damaging circumstance. If the Terms of Service has not been in force for 12 months, the amount will be calculated proportionately on the basis of the agreed payment during the period in which the Terms of Service has been in force.
Turis ApS cannot be held responsible or liable for any third party, including subcontractors and customers’ errors or neglect, including but not limited to non-payment of invoices and disputed claims and defects and defects in products.

Force majeure
With the exception of payment of financial claims, neither party is liable under the Terms of Service to the other party for matters beyond its control and which the party should not have taken into account or avoided at the conclusion of the Terms of Service or overcome (force majeure). Relationships with a party’s supplier are considered to be a force majeure for that party under the Terms of Service if there is a similar obstacle for the supplier and the supplier should not have avoided or overcome this, possibly through the use of an alternative supplier.