Terms and Conditions
1. The Contract
1.1 Perplant ApS, CVR-no. 43396331, Gl. Kongevej 11-13, 1610 Copenhagen V (hereinafter "Perplant") provides a range of software services (hereinafter collectively the "Application") to customers (hereinafter the "Customer") wishing to use the software. The Application consists of a range of products (or packages) selected individually. Some products have an associated physical product (hereinafter collectively "Hardware") included in the overall product. A software agreement is entered into for each product (or several), which is paid in advance for a period (hereinafter "Software Agreement Period"), as specified when ordering the product.
1.2 These terms and conditions (hereinafter "Terms and Conditions") apply between Perplant and the Customer.
1.3 The terms are accepted by (i) use of the application at www.perplant.com, smartphone, or tablet, or by (ii) consent in connection with user registration, or (iii) other express acceptance thereof. If you do not accept the terms, you must immediately cease using the application.
2. Duration
2.1 The Software Agreement enters into force from the time of ordering—or on a later date agreed upon in writing—and runs until terminated in accordance with the terms. If the product includes Hardware, the Software Agreement enters into force when the Hardware is delivered.
2.2 If the Software Agreement is terminated or otherwise ends, the Customer must return the Hardware to Perplant in accordance with clause 10.2.
2.3 If the agreement concerns the rental of a sensor, the Hardware rental and Software Agreement shall terminate no later than the agreed expiry date for the rental as specified in writing. Rented Hardware must be returned in a condition that does not impair the value of the Hardware more than what can reasonably be expected after the period of use.
3. Prices and Changes
3.1 The current agreement prices for the products will be displayed upon ordering. For some products, there may be a setup fee. All stated prices are exclusive of VAT.
3.2 Perplant may revise prices and other agreement terms with 1 month's notice to the start of a calendar month, including content, number of included hectares, number of users/units, functionality, etc.
3.3 Perplant constantly works to improve the application and the services provided to the customer. It is therefore necessary that the Application is continuously updated or changed. Such updates or changes may be made without prior notice.
3.4 Continued use of the application after the Terms and Conditions have been revised constitutes acceptance of such revisions. The Customer is obliged to stay updated regarding revised Terms and Conditions, which are regularly made available on Perplant's website.
3.5 In the event of updates to the Application or revisions to the Terms and Conditions that significantly affect the application's functionality, or a change in agreement prices, the Customer may terminate the Agreement until the beginning of a new Agreement Period with a shorter notice of one month to the beginning of a calendar month.
4. Payment Terms
4.1 Invoices and other communication with the customer are sent to the email address registered by the customer. The Customer is responsible for updating their own contact information and ensuring it is correct at all times.
4.2 Payment terms are 50% upon order confirmation and 50% upon delivery. The due date appears on the order confirmation and invoice. Additionally, there will be an expiry date for the order confirmation. In the event of late payment, a reminder will be sent, and interest will be charged according to the rules of the Danish Interest Act, as well as a reminder fee of 100 DKK.
4.3 If payment is still not received within 14 days after the first reminder, the Customer's access to the Application and all services will be disconnected. Access to the Application will not be restored until all overdue payments (including interest and costs) are paid. Perplant reserves the right to require prepayment after access to the application has been disconnected.
5. Software Agreement
5.1 Subject to the terms and conditions, Perplant grants the Customer non-exclusive and time-limited access to use the application provided online as software-as-a-service. Access to the Application and the product is conditional upon the Customer's regular payment. The Customer acquires no rights to the application or parts thereof, and the use of the application is strictly limited to the customer's own business.
5.2 The Customer's Software Agreement gives the Customer access to use one or more products in the Application for the number of users, hectares, analyses, etc., as specified in the chosen solutions.
5.3 The Customer may purchase additional software agreements. Some solutions/services may be subject to individual terms that must be accepted when purchasing such services. These specific terms take precedence over these terms.
6. Customer's Use of the Application
6.1 The Customer is not entitled to grant third parties access to the application if that third party is not part of the Customer's business activities. The Customer is responsible for any use or misuse of their login information. The Customer guarantees and is responsible for any (mis)use of their login information.
6.2 If the Software Agreement is for a number of different accounts, the Customer is solely entitled to create accounts for third parties working directly with the Customer's business activities.
6.3 The Customer may grant their consultants access to their data via the application. Such access is conditional upon such consultants having their own Perplant account. It is a prerequisite that the Advisor has their own Perplant account.
6.4 The Customer does not have the right to transfer their rights under the terms and conditions, in whole or in part, to a third party.
6.5 The Application may only be used for its intended purpose, and no automated extraction of data from the Application may be performed, nor may any other online access be given to the Application and the data it contains. The Customer cannot disclose or publish large amounts of data from the Application to a third party unless it is done solely for internal use for the Customer's own business operations.
7. Data
7.1 The Customer owns and has an unlimited right to dispose of their own data entered into the application. Perplant cannot guarantee that the Customer can export their data upon termination of the agreement.
7.2 Data collected by the hardware, etc., made available to the Customer via the Application, belongs to Perplant and is made available to the Customer for the purpose of using the Application. Some data may originate from external sources where Perplant has the rights to make such data available to the Customer via the Application.
7.3 Analyses and maps made available to the Customer via the Application belong to the Customer and are made available to the Customer for the purpose of using the Application.
7.4 Perplant assumes no obligation to store or secure the Customer's data after the termination of the agreement. However, Perplant will strive to ensure that the Customer's data is stored for up to 30 days after the termination of the agreement. It is the Customer's responsibility to perform the necessary extractions of the Customer's own data before the agreement ends.
7.5 Perplant is entitled at any time to use the Customer's data, analyses, and maps in anonymized form for the purpose of improving the Application and the products, as well as to use the data for statistics and analysis purposes, including the sale of anonymized statistics and data to third parties.
7.6 Perplant is entitled to use subcontractors for the operation, development, and updating of the Application, including the storage of the Customer's data.
8. Data Security
8.1 Perplant has taken reasonable and normal technical and organizational security measures against intentional or unlawful destruction, loss, or degradation of the Customer's data in the Application and against disclosure to unauthorized third parties or misuse in any other way.
9. Operating Time
9.1 Perplant strives for an uptime for the application of at least 98%, but does not guarantee this. The Application is provided "as is," and Perplant disclaims any liability for the application's operational stability. Reservations are also made for lost or slow data connection to the Hardware, as damage or defects may occur to the Hardware, or the connection itself may be unstable or interrupted.
9.2 Scheduled interruptions, including maintenance and updates, will primarily take place between 00:00-04:00 CET. Perplant will endeavor to provide at least 24 hours' prior notice of any interruptions outside this period. In case of interruptions outside this period, Perplant endeavors to provide prior notice with at least 24 hours' notice.
9.3 Regardless of clause 9.2, Perplant may, with very short notice, e.g., for security reasons, be forced to suspend access to the application or certain functions due to necessary updates, etc., of the application and/or Perplant's operating environment to avoid loss and damage. Perplant will, as far as possible, inform about this by email, including the expected duration of the hindrance.
10. Hardware
10.1 The Customer owns all the hardware included in the products, unless Hardware rental has been agreed upon. In that case, the Customer has a right of use to the Hardware part within the agreed rental period.
10.2 Hardware is delivered to the Customer at the agreed address. Transport costs to the Customer are borne by Perplant. Costs for any transport of Hardware from the Customer to Perplant, e.g., in connection with updating, repair, or replacement of Hardware, are borne by Perplant regardless of the reason for the return. Unless otherwise agreed in writing, Hardware is sent to the address of Perplant's head office. The return of the Hardware is at Perplant's risk.
10.3 Some types of hardware, such as batteries and special sensors, have a limited lifespan. Perplant is responsible for determining when Hardware needs to be serviced or updated to ensure the desired functionality. Perplant sends a notification to the Customer either via email or in the Application when the Hardware that the Customer has in connection with the Application needs to be serviced or updated. The Customer is responsible for sending the Hardware to Perplant within 45 days after this notification. Once Perplant has received the hardware, Perplant sends the replacement hardware. Shipping takes place in accordance with clause 10.2.
10.4 In the event that Hardware is damaged during normal use, the Customer must report this to Perplant support. The Customer must then return the Hardware to Perplant for replacement in accordance with clause 10.3.
10.5 [Note: Clause 10.5 is missing in the original text].
10.6 The Customer must treat the Hardware with care, use it only for its intended purpose and together with the Application, and maintain the Hardware in accordance with the description provided with the Hardware or as may have been subsequently sent by Perplant.
10.7 Perplant provides on-site service to the customer. Perplant is responsible for setup, dismantling, and troubleshooting according to the descriptions that accompanied the hardware or Perplant's subsequent updates and guidelines. On-site troubleshooting is thus performed by Perplant, and if necessary, Perplant shall dismantle, pack, and return the Hardware to Perplant's workshop.
11. Intellectual Property Rights
11.1 The Application and the information, analyses, and map data accessible via the Application, as well as all databases consisting of collected data, are protected by copyright and other intellectual property rights and belong unrestrictedly to Perplant or its partners, and the Customer acquires no intellectual property rights to the Application or underlying information, analyses, map data, databases, etc., but only a time-limited right of use in accordance with these Terms.
11.2 The Customer must inform Perplant of any infringement of Perplant's intellectual property rights of which the Customer becomes aware.
12. Transfer of Rights and Obligations
12.1 Perplant may transfer its rights and obligations under the terms and conditions to a third party without prior consent.
12.2 The Customer cannot transfer their agreement and/or their rights and obligations under the terms and conditions to a third party.
13. Disclaimer of Liability
13.1 Perplant only makes the application, including hardware and the services, analyses, and data contained therein, available "as is" and does not guarantee that the data is 100% accurate or correct. It is only a tool. The Customer is responsible for the conclusions and actions they take based on such data. Perplant assumes that application data is only used by professional and competent persons. The Application presents a range of indicative recommendations. The Customer is responsible for the actions they take based on the indicative recommendations.
13.2 Perplant disclaims any liability in connection with the use of the application, including for loss of operations, loss of production, consequential damages, or other indirect losses, loss of data, or other losses resulting from the customer's use of the available analyses, recommendations, and data.
13.3 Perplant also disclaims any liability in connection with the use of the application in connection with compensation cases and insurance cases where the application and the services and data contained therein are used as evidence.
13.3 [Note: Duplicate numbering in original] Regardless of the nature of the loss or the basis of liability, Perplant's total liability in terms of an amount cannot exceed the Customer's payments to Perplant in the 12 months preceding the event giving rise to liability.
13.4 The above disclaimer and limitations also apply in case of product liability, unless mandatory rules of law prevent such disclaimers and limitations. The limitations cannot apply when Perplant has acted with gross negligence or intent. The limitations do not apply to the extent that Perplant may have acted with gross negligence or intent.
14. Confidentiality
14.1 Perplant has a duty of confidentiality regarding all information Perplant may obtain about the Customer, unless such information is publicly available, or unless Perplant is obliged to disclose the information according to law or by a court order.
15. Duration and Termination of Software Agreement
15.1 The Software Agreement Period is 12 months, and if the agreement is not terminated before then, cf. 15.2, the agreement is automatically extended by a new agreement period. A longer period or a longer binding period for the first period may be agreed between the parties.
15.2 The Customer can contact customer service to terminate or change their software agreement with 1 month's notice to the end of the agreement period. Perplant can terminate the software agreement with 3 months' notice to the end of an agreement period.
15.3 In the event of a material breach of the terms and conditions by one party, the other party may cancel all software agreements, provided that the party who has breached the terms and conditions does not remedy the situation within 14 days after a request to do so from the other party.
15.4 In the event of a premature termination by the Customer, cf. clause 3.5, or the Customer's cancellation of the software agreement, Perplant shall as soon as possible refund the prepaid portion of the unused part of the software agreement period.
16. Jurisdiction and Venue
16.1 The terms and the legal relationship of the parties in general are subject to Danish law, and any dispute arising in connection with the parties' cooperation, including the Terms or the use of the Applications, shall be brought before the district court at Perplant's registered office.
17. Email Communication
17.1 Perplant reserves the right to send news articles, blog updates, and other marketing material via email to the Customer, e.g., when there are updates to the Application, new product launches, etc.
The terms and conditions are version 1.0 and are valid from 01-02-2024 and replace previous terms and conditions.