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e.tool

Terms & conditions

The following provisions apply to: All Customers/users

Version: October 2nd 2024

1. Definitions

In this Agreement, the following terms will have the meanings set out below:

◊ “Platform” refers to Rejoose’s e.tool
◊ “Customer” means the individual or entity that has entered into this agreement to access and use the Platform.
◊ “Confidential Information” refers to all non-public information disclosed by one party to the other.

2. License Grant
Rejoose grants the Customer a non-exclusive, non-transferable, revocable license to access and use the online Platform for the Customer’s internal business purposes. This license is subject to compliance with the terms of this Agreement. The Customer may not resell, distribute, or transfer access to the Platform without prior written consent from Rejoose.

The licence to access e.tool is granted on a per-seat basis and is strictly personal to the individual user. It must not be shared, transferred, or distributed to any third parties, either within or outside the organisation to which this licence applies.

3. Services

Rejoose will provide maintenance, and support for the Platform.

4. Service Level Agreement (SLA)
Rejoose agrees to maintain a 99% uptime for the Platform, excluding scheduled maintenance or events beyond our control (e.g., force majeure). Critical issues will be addressed within 24 hours of notice. If the service fails to meet these performance standards for two consecutive months, the Customer may terminate the Agreement with 30 days’ written notice.

5. User Conduct

The Customer agrees to use the Platform solely for lawful purposes. Any unauthorized use, including but not limited to reverse engineering, unauthorized copying, or sharing access credentials, is prohibited. The Customer must not use the Platform to conduct any illegal activities, distribute malware, or compromise the security of the system.

6. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or non-public information exchanged under this Agreement. Confidential Information does not include information that:

◊ is publicly available;
◊ was known to the receiving party before disclosure;
◊ is disclosed by a third party not under confidentiality obligations; or
◊ is independently developed by the receiving party without using the disclosing party’s confidential information.

Each party agrees to use the other party's Confidential Information only to perform obligations under this Agreement and to take reasonable steps to protect it.

7. Personal Data Processing
The Parties acknowledge that they are each independent data controllers with respect to any personal data exchanged under this Agreement. In the event that Rejoose processes personal data beyond usernames and corresponding email addresses for platform user control and administration on behalf of the Customer in the future, the Parties shall enter into a separate Data Processing Agreement in accordance with applicable data protection laws.

8. Proprietary Rights

Rejoose retains all ownership rights to the Platform, including all modifications, enhancements, and improvements.

The Customer is granted a non-exclusive, non-transferable license to use data generated via the Platform  for the following purposes:

Internal business reporting within the Customer’s organization, and
Delivery of reports generated via the Platform to the Customer’s end customers for informational purposes only.

Systematic extraction of data from the Rejoose database, whether manual or automated, is strictly prohibited. This does not restrict the generation of individual reports for permitted use cases.

Manipulation, redistribution, or resale of data to any Third-Party without Rejoose’s prior written consent is prohibited.

9. Pricing & Payment Terms

The Customer agrees to pay Rejoose the fees as outlined in the accepted quote. Payment is due 30 days from the invoice date. Late payments are subject to a 5% monthly finance charge. Rejoose reserves the right to adjust pricing with 90 days' notice. Any pre-agreed fixed price shall supersede the right to amend pricing for the duration of this Agreement.

10. Security

Rejoose will implement appropriate technical and organizational measures to protect the confidentiality, integrity, and availability of the Customer’s data. In the event of a security breach, Rejoose will notify the Customer within 48 hours and work to mitigate any impact.

11. Termination

Either party may terminate this Agreement for any reason with 90 days' written notice. Additionally, either party may terminate immediately if the other party materially breaches this Agreement and fails to remedy the breach within 14 days of notice. Rejoose reserves the right to terminate if the Customer fails to pay on time on three separate occasions. Any amounts prepared for periods extending beyond the 90-day termination notice period shall not be eligible for refund.

12. Indemnification

Each party agrees to indemnify the other against any claims, damages, or losses arising out of a breach of this Agreement or any unlawful actions related to the use of the Platform.

13. Limitation of Liability

Neither party shall be liable to the other for any indirect, incidental, or consequential damages, including but not limited to loss of profits, business interruption, or data loss, arising out of or related to the use of the Platform, even if advised of the possibility of such damages.

Rejoose’s total aggregate liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to an amount not exceeding the total fees paid by the Customer to Rejoose for the six months immediately preceding the event giving rise to the claim.

14. Modifications to Terms

Rejoose reserves the right to modify these Terms & Conditions at any time. Changes will be communicated to the Customer via email and will take effect 30 days after notification.

15. Force Majeure

Neither party will be liable for delays or failures in performance due to causes beyond their reasonable control, including natural disasters, strikes, pandemics, government regulations, or other unforeseeable events.

16. Governing Law

This Agreement will be governed by the laws of Denmark. Any disputes arising from this Agreement will be resolved by arbitration in Copenhagen, in accordance with the rules of the Danish Chamber of Commerce.

17. Dispute Resolution

All disputes under this Agreement will be settled by arbitration under the jurisdiction of Copenhagen, Denmark. The arbitration tribunal proceedings will be conducted in English unless otherwise agreed.

18. Miscellaneous
◊ Assignability: Neither party may assign its rights or obligations under this Agreement without the other party’s written consent.
◊ Severability: If any provision of this Agreement is held invalid, the remainder of the Agreement will continue in full force.
◊ Entire Agreement: This document represents the entire Agreement between the parties and supersedes all prior agreements or understandings.