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Subscription Agreement for Docendo

This document describes the general conditions that apply in the relationship between:

Docendo ApS
Gravensgade 10, 1. th.
9000 Aalborg
CVR 39171074
(hereinafter "Docendo")

and buyers of Docendo's services (hereinafter "Customer" or "the Customer").

This document constitutes the complete contractual basis, including data processing agreement between Docendo and the Customer (hereinafter "the Agreement").

1. General

Docendo develops and operates the service "Docendo - Flexible Scheduling" (hereinafter "the Service") specifically targeted at schools. The service is available through the internet.

It is a prerequisite for entering into this Agreement that the Customer is a legal person. The agreement is concluded between Docendo and the Customer, and it is the Customer's responsibility that the persons the Customer creates or grants access to the system ("Users") are informed of the relevant terms and conditions of the Agreement.

The Customer may not produce, sell or otherwise market systems that provide scheduling or planning.

2. Subscription

The Customer can purchase access to the Service by signing up for a subscription (hereinafter "Subscription"). The subscription will run and renew until terminated.

3. Termination

The subscription can be terminated by both parties. Termination must be in writing in order to be valid.
When the Subscription is terminated, and the period paid for expires, the Agreement terminates. Prepaid subscriptions are not refunded.

4. Payment Terms

The customer may choose to pay either monthly or annually. Docendo bills the Customer prior to the beginning of the period.

In case of late payment, Docendo charges interest in accordance with the current interest rate law.

5. Price

All prices are excl. VAT. The current prices can be found on the Docendo website.

Docendo may change the price at any time, however, not for the portion of the subscription already paid. There will not be made any refunds to the Customer if the subscription price is reduced.

Docendo also reserves the right to regulate subscription prices annually in relation to the Consumer and Net Price Index, with a minimum of 2%.

6. Contact regarding the Agreement

The Customer designates a physical person with the Customer who is responsible for contact concerning the Agreement ("Contract Manager"). The customer must ensure that it is possible for Docendo to contact the Contract Manager via email and telephone.

Docendo can be contacted via email and telephone, as shown on the Docendo website.

7. Change of Agreement

Docendo may make changes to the Agreement with 30 days’ notice. Changes are notified at docendo.dk by login and sent to the Contract Manager. If changes are made to the Agreement that are for the benefit of the Customer only, such changes may enter into force without notice.

8. Trial period

Docendo offers a free trial under the following conditions:

The Customer may subscribe to the Service at any time throughout the trial period. The remaining time of the trial period will be added to the subscription period.

9. Scope and application of the subscription

In accordance with the Agreement, the Customer obtains non-exclusive access to use the Service during the subscription period. The Customer does not acquire the Service or a copy or part thereof and does not obtain a license to terminate the Service.

The access to use the Service is exclusively for the Customer and its employees and the Service may not be used for anyone other than the Customer or to provide data processing or provide other services to anyone other than the Customer.

The Customer shall ensure that the Service is not used in such a way as to damage Docendo's name, reputation or goodwill or which violates applicable laws or regulations.

Docendo owns all intellectual property rights to the Service and their content, including, but not limited to, the copyrights of all text and other material, programming and codes. The customer obtains no intellectual property rights to the products or their content. Any copying of all or part of the products and their content is not permitted unless there is a separate written agreement between the Customer and Docendo.

Customer may not decode the products or otherwise attempt to access the source code or documentation belonging to the Service, including the structure and composition of the Service.

The customer is not allowed to demonstrate the Service to other providers of scheduling and substitute planning systems.

10. Transfer

Docendo may at any time transfer the agreement or part thereof to a company incorporated with Docendo, or as part of a total transfer of Docendo's activities to a third party.

The Customer is not entitled to transfer the subscription to third parties, either in whole or in part.

11. Support

The customer has access to support by phone, web and e-mail.

12. Violations

In the event of a violation of the Agreement, Docendo may temporarily close for access and use of the Service until the violation ceases.

By violation is meant:

If the Customer substantially violates its obligations, Docendo may terminate the Subscription with immediate effect without refunding the price for the remaining period of the Subscription Period.

By serious violation is meant:

13. Responsibility

Docendo is not liable for losses due to indirect damage or consequential damage, including operating loss, expected savings, data loss or data recovery costs. Docendo's liability is, in any case, limited to what the Customer has paid - but the maximum is equivalent to one year's subscription.

14. Updates of the Service

The service is constantly updated with new features, and unless otherwise stated, these are freely available as part of the subscription. Docendo has the right to make changes to the design of the Service or of functions and thereby of the user interface.

15. Availability of the Service

It is Docendo's ambition that the Service is available 24 hours a day all year round.

Changes that may render the Service unavailable are performed outside normal working hours if possible. Changes that render the Service unavailable for a long time are announced in advance in the Service and performed outside normal working hours if possible.

In the event that an unannounced interruption renders the Service unavailable to the Subscriber for a continuous period of at least 24 hours, the Subscriber may, in this case, claim a relative extension of the subscription corresponding to the time the product has been unavailable.

16. Data processing agreement

16.1. Background and Purpose

Applicable data protection legislation (defined below) requires that a Data Controller (the Customer) and a Data Processor (Docendo), who processes data on behalf of the Data Controller, enter into a written agreement that determines the scope and requirements of the processing concerned. This section ("Data Processing Agreement") is therefore agreed between the parties as part of the Agreement.

16.2. Scope

As part of Docendo's delivery of the Service, Docendo will process personal data on behalf of the Customer.

Docendo can only process personal data in accordance with the purpose of complying with this Agreement in accordance with applicable data protection legislation.  

Docendo's processing of personal data may relate to the Employees of the Customer.

Docendo's processing of personal data can relate to the following types of personal data; name, email, phone number.

The personal data may be subject to the following basic processing: collection, registration, organisation, systematisation, storage, customisation, retrieval, search, compilation, deletion.

16.3. Docendo's obligations as the Data Processor:

Applicable data protection legislation (defined below) requires that a Data Controller (the Customer) and a Data Processor (Docendo), who processes data on behalf of the Data Controller, enter into a written agreement that determines the scope and requirements of the processing concerned. This section ("Data Processing Agreement") is therefore agreed between the parties as part of the Agreement.

16.3.1. Technical and organisational security measures

Docendo is responsible for implementing the necessary technical and organisational measures to ensure an appropriate level of security. The measures must be implemented taking into consideration the current technical level, implementation costs and the nature, extent, composition and purpose of the processing concerned, as well as the risks of varying probability and seriousness in relation to the rights and freedoms of natural persons. Docendo takes the category of personal data into account when defining these measures.

Docendo implements the appropriate technical and organisational measures in such a way that the processing of personal data meets the requirements of data protection legislation currently in force.

16.3.2. Employees

Docendo ensures that employees who process personal data have committed to confidentiality or are subject to appropriate statutory confidentiality.

Docendo ensures that access to personal data is limited to the employees for whom it is necessary to process personal data in order to fulfil the delivery obligations to the Customer under the Agreement.

Docendo ensures that employees handling personal information for the Customer treat these solely in accordance with the Agreement.

16.3.3. Security Breach

Docendo notifies the Customer without undue delay of any personal data breach that may potentially lead to accidental or illegal destruction, loss, alteration, unauthorised disclosure or access to the personal data processed for the Customer.

In addition, Docendo shall assist the Customer in ensuring compliance with the Customer's obligations to (i) document any breach of personal data security, (ii) report any breach of personal data security to the competent supervisory authority (s) and (iii) notify the registrants of such breach of personal data protection, all in accordance with Articles 33 and 34 of the Data Protection Regulation.

16.3.4. Assistance and documentation of compliance with obligations

Docendo shall, on request, provide the Customer with sufficient information to ensure that the requirements of the applicable data protection legislation are complied with. Docendo shall also authorise and contribute to any audits, including inspections made by an auditor authorised by the Customer.

Docendo shall immediately notify the Customer if Docendo believes that a request according to the above is in violation of the applicable data protection legislation.

Docendo assists the Customer as necessary and reasonable in fulfilling the Customer's obligations in the processing of personal data in accordance with applicable data protection legislation covered by this Agreement, including:

16.3.5. Sub-Data Processors

Docendo may only use a third party for the processing of personal information for the Customer ("Sub-Data Processor") to the extent that this is stated in the list of Sub-Data Processors on Docendo's website.

Docendo's Sub-Data Processors are subject to a written agreement which as a minimum imposes on the Sub-Data Processor the same data protection obligations and terms and conditions to which Docendo is subject according to this Data Processing Agreement.

Docendo is directly responsible for the Sub-Data Processor's processing of personal data in the same way as if Docendo itself did it.

16.3.6. Transfers to third countries and international organisations

Docendo can only transfer personal data to third countries or international organisations to the extent that this is stated in this agreement.

The transfer of personal data can in all cases only be done to the extent permitted by the data protection legislation currently in force.

16.3.7. Data processing outside the agreement

Docendo may process personal data outside of the Agreement in cases where it is required by EU or national law to which Docendo is subject.

When processing personal data outside the Agreement, Docendo shall notify the Customer of the reason for this. In such case, Docendo shall, to the extent permitted by law, notify the Customer of such an order and, as far as possible, allow the Customer to object.

16.3.8. Termination

The Data Processing Agreement terminates automatically in connection with the termination or expiration of the Agreement or at the Customer's request.

At the termination or expiry of the Agreement, Docendo and its Sub-Data Processors delete all personal data that Docendo has processed under this Agreement, where there are no storage obligations under the Telecommunications Act.

At the Customer's express request before the termination or expiry of the Agreement, Docendo and its Sub-Data Processors shall, however, return all personal data Docendo has processed under this Agreement to the Customer to the extent that the Customer does not already own the Personal Data and where there are no obligations to store this by virtue of telecommunications legislation.

Docendo is subsequently required to delete all personal information from the Customer. The customer may request the required documentation for this.

17. Disputes

The agreement is governed by Danish law, and any dispute deriving from the agreement shall be tried at the Municipal Court in Aalborg.

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