These General Terms and Conditions of Service (the "Agreement") are entered into between the entity set forth in the Order Confirmation to obtain access to The Services (the "Customer") and Contractbook ApS ("Contractbook"), collectively referred to as the “Parties” or each a “Party”.
This Agreement includes all operating rules, policies, and guidelines that are referred to herein or that may otherwise be published by Contractbook at contractbook.com, including, without limitation: (i) the Order Confirmation, which contains details of the Customer's order (the "Order Confirmation"); (ii) Contractbook's terms and conditions for the use of the Site ("Terms of Use for the Site"); (iii) Contractbook's guidelines on how the Customer’s data is used, disclosed, and managed ("Privacy Policy"); (iv) Contractbook's list of subprocessors ("Sub-processors"); and (v) Contractbook’s guidelines on how the Customer’s data is processed (“Data processing agreement”) (collectively “The Agreements”). Occasional changes may occur to the Agreement and its rules, policies, and guidelines for valid reasons, such as improving existing functions or features or to ensure the continued compliance with any existing laws. If material changes are made to the Agreement, Contractbook will provide the Customer with notice as appropriate under the circumstances.
1. Definitions
1.1 Authorized User: the intended beneficiaries (e.g. employee, contractor, agent of the Customer) who is registered and permitted by Contractbook to use The Services subject to this Agreement and any restrictions in an applicable Order Confirmation.
1.2 Contract Templates: the standard forms, which serve as suggestions of what a standard agreement commonly consists of, that are available on the Platform. The purpose of the templates is to improve the ease of use of the site, by making contractual work more efficient, as opposed to providing any actionable legal advice. Accordingly, Contractbook's Services and Contract Templates does not constitute any form of legal advice, and the Customer is at all times encouraged to request external specific legal advice in respect of the execution of legal documents, cf. also the below under Section 9.
1.3 Order Confirmation: Specification and details of the given subscription that the customer wishes to order. An Order Confirmation is not binding until it is duly executed by both Contractbook and the Customer in accordance with section 2, at which point it becomes incorporated into and part of this Agreement.
1.4 The Platform: Contractbook’s hosted online contract drafting and management system.
1.5 The Services: All features and functionalities, including websites and user interfaces, as well as all content and software applications, associated with Contractbook’s all-in-one contract management platform, where users can draft, send, sign and automatically store all agreements electronically in one place.
1.6 User Content: Content created by the Customer on the Platform.
2. Acceptance
2.1 The Agreement becomes binding and effective for any use of the Services by the Customer upon the Customer’s acceptance of the OrderConfirmation, when: I. When the Customer electronically or physically signs the Order Confirmation and/or the Agreement via the Contractbook Platform; or II. the Customer clicks on the designated "accept" button via a web form or similar.
2.2 The Term of the Agreement
The Agreement becomes effective on the date that a valid Order Confirmation is executed in accordance with section 2.1 (the "Effective Date") and remains in force for the duration of the subscription specified in the Order Confirmation (the "Initial Term") or until terminated in accordance with section Section [2.3.1] and[/or] 13 (the Initial Term and any subsequent renewal of the Agreement shall be defined as the “Term”).
2.3 Automatic Renewal
2.3.1 On the last day of the Initial Term and on each subsequent anniversary of that date, the Agreement will automatically be renewed at Contractbook’s then-current, standard non-discounted price for an additional period of the same duration as the preceding subscription period, in accordance with the terms referenced to in the applicable Order Confirmation, unless one of the Parties notifies the other Party of its intent not to renew no less than thirty (30) days prior to the end of the then-current term. The Customer's notification of non-renewal must be made to: support@contractbook.dk. Any such non-renewal shall be deemed to be a termination of the Agreement for the purposes hereof.
3. Payment terms
3.1 Prices and Tax
3.1.1 Unless otherwise specified in the Order Confirmation, all fees are stated in Euros, or as specified in the Order Confirmation, exclusive of any taxes. The price for the Customers purchase of The Services are to be added any applicable VAT (in Danish: "moms") and any other mandatory taxes. Such mandatory VAT and taxes will be informed by Contractbook when signing up for The Services and the Customer is obligated to pay any such VAT and taxes upon Contractbook’s invoicing of The Services
3.1.2 The prices, features, and options of The Services depend on the subscription plan selected by the Customer (including any usage or overage fees). Contractbook does not guarantee that the Customer’s particular subscription plan will be offered indefinitely. Contractbook reserves the right to change the prices, features, or options included in a particular subscription plan without notice, provided that such changes shall not take effect until the Customer’s next Term.
3.1.3 Contractbook will inform the Customer of any changes in Contractbook's prices for the subsequent renewal term by written notice no later than 45 (forty-five) days prior to the expiration of the previous term.
3.1.4 As specified in the Order Confirmation, the Customer will be billed through invoicing or credit card payment. Unless otherwise specified in the Order Confirmation: (i) The Services are non-cancellable during the Term and all fees are non-refundable; and (ii) Payment for The Services and all applicable taxes is due upon acceptance of the Agreement and will be payable in advance as specified in the Order Confirmation for each period that the Agreement is in force. In case of late payment, any unpaid amounts will bear interest at the rate of 1.5% per month as well as an administration fee equivalent to DKK 100 for every reminder sent to the Customer with notification of late payment. In addition, Contractbook may suspend the Customer’s access to the Contractbook Service, with immediate effect, if the Customer fails to pay any fees invoiced by Contractbook pursuant to this Agreement. Suspension will not relieve the Customer of its obligation to pay such invoices or any other fees payable to Contractbook for the relevant Order Confirmation.
4. Using the services
4.1 Eligibility to Use.
The Customer represents and warrants that the Customer is of legal age (18 years of age or older or otherwise of legal age in the Customer’s resident jurisdiction) and has the legal capacity or agree to the Agreement. If the Customer is agreeing to this Agreement on behalf of an organization or entity, the Customer represents and warrants that the Customer/and or the specific actual used signee used for acceptance of this Agreement and/or the Order Confirmation, is authorized to agree to this Agreement and/or the Order Confirmation on that organization or entity’s behalf and bind them to the Agreement and/or the Order Confirmation.
4.2 Access to Contractbook Content
Subject to the Agreement, Contractbook grants to the Customer a limited, non-exclusive, revocable, non-transferable license to access and use The Services during the Term and exclusively for its internal business purposes.
4.4 Access to the Customer’s Content
Contractbook does not screen content uploaded to the platform but reserves the right (but not the obligation) to remove any User Content that violates the Agreement or otherwise violates third-parties’ intellectual property rights or any applicable laws in the jurisdictions Contractbook offer The Services and/or is represented. The Customer acknowledges and agrees that Contractbook does not verify, adopt, ratify, or sanction User Content and the Customer agrees that the Customer must bear all risks associated with the Customer’s use of its User Content.
4.5 Obligations
4.5.1 Contractbook’s Obligations
Upon acceptance to this Agreement, Contractbook will:
4.5.1.1 Provide The Services to the Customer, in accordance with the information provided in the Customer’s Order Confirmation, to use The Services and its content and materials to the applicable limits or maximums.
4.5.1.2 Employ best industry standards, such as a safe SSL connection, two-step verification, confirmation tokens, token authentication, encrypted information storage, unique keys and security protocols, to safeguard the Customer’s data.
4.5.1.3 Make reasonable efforts to ensure that the Service will be online, usable and accessible 99.5 % of the time (“Uptime”) each month and prevent any disruptions to the Service. If any disruptions were to occur, Contractbook is committed to remedying the cause of the disruption with great haste and always makes reasonable efforts to promptly notify the Customer.
4.5.2 The following circumstances are excluded from the Uptime definition: I. Service work which is notified and agreed between the parties outside of normal work time; II.Force majeure conditions; or III.The Customer’s own circumstances that makes it impossible to use Contractbook or substantially complicates the provision of Services.
4.6 During the Term, Contractbook will provide Support Services during the Support Hours (between 09:00 - 17:00 during regular business days in Denmark) to maintain the Service Levels, provided that: where required, the Customer assists with investigating and ascertaining the cause of the fault and provides Contractbook with all necessary information relevant to the fault. All notices shall be delivered to support@contractbook.com or alternatively via phone on +45 25 94 39 33.
4.7 The Customer’s Obligations
Upon acceptance to this Agreement, the Customer will: I. Cooperate with Contractbook by providing such information and materials as Contractbook may reasonably require in order to supply the Service, and ensure that such information is complete and accurate in all material respects; and II. Notify Contractbook of any unauthorized use the Customer might become aware of.
4.7.1 The Customer must not (and must not allow any third party to) directly or indirectly: I. Rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to The Services to a third party; II. Modify or create a derivative work of the Contractbook Service or any portion of it; III. Reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to the Contractbook Service, except to the extent expressly permitted by applicable law and then only with advance notice in writing to Contractbook; IV. Break or circumvent any security measures of the Contractbook Service, or configure the Contractbook Service to avoid incurring fees or in any way disrupt the integrity, performance or security of the Services; V. Exceed the usage limits specified in the Order Confirmation without prior notification to Contractbook and payment of the associated fees; VI. Access The Services for the purpose of building a competitive product or service or copying its features or user interface; VII. Use or permit The Services to be used for any illegal or misleading purpose, or any manner inconsistent with the Agreement; VIII. Collect, use, and disclose data that violates any third-party rights, including privacy, publicity rights and intellectual property, (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights); IX. Breach requirements that may be imposed by consumer legal protections in relation to the use of electronic signatures. The Customer is solely responsible for ensuring that the documents, agreements or contracts it uses with The Services are appropriate for electronic signatures, and Contractbook is not responsible or liable for any such determination.
5. Intellectual property
5.1 A Party’s ownership of, or any right, title or interest in any Intellectual Property Rights or an item which exists prior to the Effective Date (Pre-Existing Material) will not be altered, transferred or assigned by virtue of this Agreement.
5.2 The Customer agrees that Contractbook retains all rights, title and interest (including all intellectual property rights) in and to The Services, and all related or underlying documentation, technology, code, know-how, logos, templates, anything delivered as part of the support of other services, and any updates, modifications, or derivative works of any of the foregoing (all of which is deemed Contractbook’s confidential information) and that Contractbook reserves any licenses not specifically granted in this Agreement. The Service is offered as an online, hosted product. Accordingly, the Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any of The Services and that Contractbook has sole discretion to make updates, bug fixes, modifications or improvements to the Contractbook Service from time-to-time. Contractbook reserves the right to change or remove features of The Services from time to time. If any material alterations are made to The Services, Contractbook will provide the Customer with 20 business days’ notice.
5.3 The Contract Templates may be distributed, copied or downloaded, provided that the Customer I. Retains all copyright and other proprietary notices on the templates; II. Uses them solely for its individual business purposes; III. Does not commercialize their distribution; and IV. Uses the templates at its own discretion and risk.
5.3.1 The Customer agrees that Contractbook may use the Customer's name and logo on Contractbook’s websites and as a part of a general list of Contractbook's customers for use and reference in corporate, promotional and marketing material.
6. No legal services
6.1 The use of Contract Templates is the sole responsibility of the Customer and is at the Customer’s discretion. The Customer acknowledges and understands that the purpose of the Contract Templates is to make the contract drafting process more efficient for the Customer. Contractbook will never apply the law to the Customer’s facts and/or act in the capacity of being a legal advisor. Contractbook is not a law firm or legal consulting firm and does not perform services performed by an attorney or other personnel that have acquired legal accreditation. The content of the templates is not specific, direct, and does not propose a course of action. As a result, the customer accepts and acknowledges that the suggestions in the templates can under no circumstances be construed as legal advice.
7. Data responsibility
7.1 The Customer owns all rights, titles and interest in and to all of the Customer’s data. Subject to this Agreement and the Data Processing Agreement entered into between the Parties, the Customer grants Contractbook and its Affiliates a non-exclusive, limited-term license to host, process, transmit and display the Customer’s data as strictly necessary (i) to reasonably provide, maintain, update and fix The Services; (ii) to prevent or address security or technical issues, including providing support; and (iii) to comply with legal requirements, the Privacy Policy, or as expressly permitted in writing by the Customer. If Contractbook is required by law to disclose Confidential Information, Contractbook will give prompt written notice to the Customer before making the disclosure.
7.2 The Customer shall be responsible for data that the Customer provides or uses in the Services. The Customer is solely responsible for complying with any regulations, laws, or conventions applicable to the data the Customer provides and the Customer’s use of the Services.
The Customer warrants that the Customer’s collection and use of any personal information or data provided while using the Services complies with all applicable data protection laws, rules, and regulations.
7.3 The Customer acknowledges that, unless agreed otherwise, any electronic agreements distributed by the Customer through the Services, will contain the Customer’s name and email address.
8. Confidentiality
8.1 Commercial information which the Parties may obtain or possess concerning the other Party, shall be considered confidential and shall not be disclosed to third parties without the relevant Party's prior written consent. Any confidentiality obligations for the Parties pursuant to this Agreement shall indefinitely survive the termination of the Agreement.
8.2 The Confidentiality obligation shall not apply to information, (i) which becomes publicly available through no fault of the receiving party, (ii) that a Party comes into possession of in good faith from a third party, (iii) that a Party is required to disclose under applicable law or to fulfil its obligations and exercise its rights under the Agreement.
9. Indemnification
9.1 The Customer will defend, indemnify, and hold Contractbook and its affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (i) The Customer’s breach of the Agreements or any one of them; (ii) the nature and content of any User Content processed through The Services; (iii) any activity in which the Customer engages in, on or through The Services; and (iv) the Customer’s violation of any law or the rights of a third party.
10. Limitation of liability
10.1 The use of the Service is the sole responsibility of the Customer. The Service is supplied "as is" and may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
10.2 All warranties, conditions and other terms implied by statute or law are, to the fullest extent permitted by law, excluded from the Agreement.
10.3 Contractbook (or its affiliates, licensors and suppliers) shall not be liable concerning any subject matter arising from or related to this agreement, the Contractbook service or any of the websites operated by Contractbook or regardless of the form of any claim or action (whether in contract, negligence, strict liability or otherwise) for; (i) any loss of profits, contracts, revenue, business, business opportunity, loss or corruption of data or recovery of data, goodwill, security breach resulting from a failure of a third party telecommunications and/or the internet, anticipated savings or revenue (regardless of whether any of these is direct, indirect or consequential); (ii) any loss or damage arising in connection with liabilities to third parties (whether direct, indirect or consequential); (iii) any matter beyond its reasonable control; and (iv) any indirect, incidental or consequential loss or damage whatsoever; or (v) damages in the aggregate for all claims in excess of amounts paid to Contractbook by customer (hereunder during the 12-month period preceding the date on which the first claim arose), even if Contractbook has been advised of the possibility of such damages. These limitations are independent from all other provisions of this agreement and shall apply notwithstanding the failure of any remedy provided herein.
10.4 Nothing in the agreement shall operate so as to exclude or limit either party's liability to the other for death or personal physical injury arising out of negligence, fraud or fraudulent misrepresentation.
11. Force Majeure
11.1 Neither party will be liable for any delay or failure to perform its obligation under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
12. Insurance
12.1 Contractbook is required to take out customary insurance with a recognized insurance firm.
13. Termination
13.1 Either party may terminate the Agreement, including any related Order Confirmation, if the other party: (i) fails to cure any material breach of this Agreement (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).
13.2 Effect of Termination
If the term of the Agreement expires or the Agreement is terminated for any reason; (i) The Customer will pay to Contractbook any amounts that have accrued before, and remain unpaid as of the date of the termination or expiration, including those for the billing cycle in which termination occurs; (ii) any and all of Customer’s liabilities to Contractbook that have accrued before the effective date of the expiration or termination will survive; (iii) licenses and use rights granted to the Customer with respect to The Services and intellectual property will immediately terminate; (iv) Contractbook’s obligation to provide any further services to the Customer under this Agreement will immediately terminate, except any such services that are expressly to be provided following expiration or termination of this Agreement; and (v) the Customer will delete (or, at Contractbook’s request, return) any and all copies of any Contractbook code, templates, documentation, passwords or access codes, and any other Contractbook confidential information in Customer’s possession, custody.
14. Assignment
14.1 The Parties are not entitled to transfer their rights or obligations under the Agreement to any third party without prior written consent from Contractbook. Any change of direct or indirect control of the Customer (whether by sale of controlling equity interests or otherwise) will be deemed to be an assignment of the Agreement by the Customer that requires Contractbook’s prior written consent.
15. Severability
15.1 Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.
16. Agreement and variation
16.1 The Agreement constitutes the entire agreement between the Customer and Contractbook in relation to its subject matter. It replaces and extinguishes all prior agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and understandings of any nature made by or on behalf of the parties in relation to the same, whether oral or written.
16.2 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
17. Dispute resolution
17.1 Initial Dispute Resolution.
Most disputes can be resolved without resort to legal proceedings/actions. If the Customer has any dispute with Contractbook, the Parties agree that before taking any formal action, including but not limited to any legal actions and/or proceedings, the Customer will contact Contractbook at nmb@contractbook.dk and provide a brief, written description of the dispute and the Customer’s contact information (including the Customer’s username, if the Customer dispute relates to an Account). The Customer and Contractbook agree to use their reasonable efforts to settle any dispute, claim, question, or disagreement directly through amicable consultation with Contractbook, and good faith negotiations shall be a condition to either party initiating legal proceedings/actions of any kind.
18. Waiver
18.1 Contractbook’s failure to enforce or exercise any provision of the Agreement is not a waiver of that provision.
19. Choice of law and jurisdiction
19.1 The Agreement is subject to the laws of Denmark.
19.2 If any dispute arising out of or in connection with this Agreement were to be litigated, such dispute shall be settled by the City Court of Copenhagen as sole proper venue.
Only Applicable for U.S. Customers
19.3 For Customers located in the U.S., This Agreement is subject to the laws of the State of New York.
19.4 Where a dispute cannot be resolved by initial dispute resolution subject to Section 17 of this Agreement, the Parties agree that the Civil Court of the City of New York in the first instance shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
20. Notices and contact
20.1 Notices required to be given under this Agreement shall be in writing and can be delivered by email, hand, sent by pre-paid post or recorded delivery post to the other party at its address set out in this Agreement or the Order Confirmation.
20.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at 9.00 am on the first business day following delivery.
20.3 The Customer can send notices to Contractbook via email at support@contractbook.dk or at the following mailing address:
Masnedøgade 22, st.
2100 København Ø
Denmark