1. Definitions

1.1.The definitions used below in these terms and conditions have the following meaning, unless the specific context provides other definitions:

“Account Owner” Means, should a User create a Plytix Account in the name of a physical or legal person, such physical or legal person.

“Content Provider” Means any User providing content to the Platform.

“Content User” Means any User using or gaining access to content provided by Content Providers or otherwise available on the Platform.

“Index” Means the product information management (PIM) system, including ancillary products, services, solutions etc., provided or made available by Plytix via the Platform.

“Platform” Means online http://www.plytix.com/, all related platforms and websites as well as any other websites managed by or associated with Plytix, including API access.

“Plytix” Means Plytix.com ApS, company reg. (CVR) no. 35 85 81 80, Linnésgade 25, DK-1361 Copenhagen K, and parents, subsidiaries and affiliates

“Plytix Account” Means the account created by Users on the Platform upon registration on the Platform and accepting these Terms.

“Platform Services” Means Index, Scope and such other services provided or made available by Plytix via the Platform.

“Scope” Means the (product specific metric providing Users with cross-domain product analytics enabling Users to make better merchandising decisions,  control inventory, run price tests etc., including ancillary products, services and solutions), provided or made available by Plytix via the Platform.

“Terms” Means these terms and conditions (as amended from time to time by Plytix) and any other document referred to in these Terms or otherwise made available by Plytix on the Platform.

“User” Means any physical or legal person who uses or visits the Platform (irrespective of the intention behind and irrespective of the way in which the use or visit has taken place) and/or who registers a profile on the Platform

 

2. Introduction

2.1. These Terms apply to the Users’ access to and use of the Platform and the Services and govern the relationship between Users and Plytix in connection with Users registering a Plytix Account on the Platform and thus accepting these Terms.

2.2. The User is considered to have accepted these Terms when using the “I accept” function available on the Platform as part of the registration process for accessing the Platform and creating a Plytix Account. Registration of a Plytix Account is not completed until confirmed by Plytix in writing, e.g. by email..

2.3. Each User warrants that such User is fully able and authorised to enter into register a Profile on the Platform, including accepting these Terms on behalf of any Account Owner if relevant

2.4. If a User does not accept these Terms, such person must refrain from creating a Plytix Account or in any other way access or use the Platform.

2.5. Unless otherwise agreed in writing, these Terms shall prevail against any other documents etc. forming part of the relationship between Plytix and each User. In case of any discrepancy between these Terms and any other documents etc. forming part of the relationship with a User, these Terms shall prevail.

2.6. Plytix explicitly reserves the right to make amendments to these Terms at any time. Users are responsible themselves for keeping up to date with the Terms. Any use of the Platform is subject to the Terms applicable at the time of the use of the Platform. Any change or amendment will apply from the point of time at which Plytix introduces such changes to the Platform. Any User consents to being bound by any amendment to the Terms by using the Platform.

2.7. The latest version of the Terms is always available on the Platform.

2.8. Any deviations from these Terms or undertaking of other terms not stipulated herein shall be in writing in order to be applicable, e.g. electronically through the Platform.

 

3. General

3.1.  Index is a software as a service that allows Users to store, organize and distribute product information and assets. The information stored in the product information management (PIM) system is only visible and available to the relevant User and will not be distributed, released or published without prior consent from the relevant User. If a User wish to distribute, release or publish all or part of the information, such User may choose to create a catalogue with selected information to share with such User’s retailers, or export and synchronise information to other distribution outlets, including ERP systems, e-commerce platforms etc.

3.2. Scope is a product analysis software module available on the Platform allowing Users to sell, track, segment, group and receive facts and analytics about their products online across multiple domains and platforms.

3.3. Plytix operates exclusively as the provider of the Platform and the Services and shall at no time be regarded as a party to, or otherwise be responsible for, any arrangement between the Users or towards end-users of their products, including in relation to merchandising decisions, inventory, liability, defects etc. Users acknowledge and accept that Plytix is not to be regarded as a party to any arrangement between Users or towards end-users of their products and, consequently, cannot be held accountable for the fulfilment of any obligation in that regard.

3.4. The Platform and the Services may to the extent allowed thereon provide access to certain information enabling Users to contact each other and prepare and enter into arrangements with each other. Such arrangements must not depart from these Terms in any way and in case of discrepancies between such arrangements and these Terms, these Terms shall prevail.

3.5. Plytix may at its sole discretion and without incurring any liability of whatever kind choose to temporarily or permanently modify, suspend, discontinue, replace or add new services, products, solutions etc. made available on the Platform and/or under the Services at any time for any reason. Plytix may also impose certain limitations on terms of data and features available on the Platform and/or under the Services subject to minimum 14 calendar days’ prior written notice. Users acknowledge and accept that the contents and functionality of the Platform and/or the Services may be amended by Plytix from time to time.

4. Access and Content to the Platform

4.1. Plytix provides Users with access to the Platform via specific usernames and passwords. The passwords are confidential, and it is the responsibility of the Users to safeguard and ensure their correct use. Users must choose a strong and secure password and keep such password secure and confidential.

4.2. Users undertake to notify Plytix immediately in writing upon learning of any unauthorised use of a User’s Plytix Account or any other breach of security known to a User.

4.3. The Content Providers have the sole responsibility for all Content that such Content Provider uploads on the Platform and/or in connection with the Services.

4.4.  Users must at all times comply with applicable law, rules regulation, and general practices applicable from time to time in relation to any arrangement.

4.5. Plytix is entitled, but not obliged, to delete any content that Plytix deems inappropriate. If a User uploads content that repeatedly is deleted Plytix, Plytix is entitled to ban the User from entering the Platform.

4.6. Plytix expressly reserves the right to limit any User’s use of the Services or access to the Services and/or the Platform.

4.7. Plytix may carry out an initial control of any content provided by Content Providers to be posted on the Platform prior to publication of such in order to ensure that the content is appropriate. Plytix expressly reserves the right to restrict access, interrupt, block, temporarily suspend, cancel or definitively delete any content for any reason, including if content is not found appropriate or if Plytix is notified by any third party or administrative or judicial authority of any actual or potential breach of third party rights or applicable law.

5. Fees and Payment

5.1. Use of and access to the Platform and the Services are subject to payment of fees to Plytix as set out in this clause 5. Further instructions are available on the Platform.

5.2. The amount of fees that the Users has to pay to Plytix are depending on payment method selected by each individual User, i.e. (i) flexible payment, cf. clause 5.3, or (ii) fixed payment, cf. clause 5.4. Each of the payment methods and fee models, including fees and prices, are further described on the Platform.

5.3. Flexible Payment: Users will be committed to pay for access to and use of the Platform and the Services on an ongoing basis on a monthly basis (i.e. not for a fixed term). The fee shall be based on (i) a minimum fixed fee and (ii) a variable fee based on each User’s actual monthly usage of the Platform and the Services based on consumption, including stock keeping units (SKU’s) and modules subscribed for, during the preceding month, each as further set out on the Platform. Payment of the minimum fixed fee is invoiced by Plytix on a monthly basis in advance and payment of the variable fee is invoiced by Plytix on a monthly basis retrospectively. Access to the Platform and the Services will automatically be renewed each month until cancelled by the User or by Plytix in accordance with these Terms.

5.4. Fixed Payment: Users will be committed to pay a fixed fee to use the Platform and the Services for a fixed term for such number of months as subscribed for directly by the User via the Platform. Each User may in exchange receive a discount as further described on the Platform. Plytix will invoice the User upfront for the whole fixed term. Upon expiry of the fixed term, the term will unless otherwise agreed in writing automatically be extended for a new term identical to the foregoing fixed term.

5.5. If Users pay by credit card or debit card, as applicable, Plytix will automatically charge all applicable fees when due, whether according to the flexible payment schedule, cf. clause 5.3, or the fixed payment schedule, cf. clause 5.4. Payment is due on the first day of the month for which Users gets access to the Platform and the Services. Plytix will forward a specification cost for the use of and access to the Platform and the Services for the forthcoming period no later than at the time when the User’s credit or debit card is charged for the monthly usage. Users are responsible for promptly updating its account information with any changes (for example, a change in billing address or credit card expiration date) that may occur.

5.6. Other payment methods than credit card or debit card are available through the Platform. Such payment methods may be subject to additional terms which Users may have to accept prior to using the other payment method.

5.7. All prices are in USD and exclude VAT, customs duties and other taxes, levies or duties unless otherwise indicated on the invoice. Plytix reserves the right to change prices due to material changes in freight, customs duties and similar charges.

5.8. All invoices submitted by Plytix are due no later than 14 days after issuance unless otherwise agreed upon in writing. If the payment occurs after the due date of the invoice, Plytix is eligible to add 1.5 % interest (or the highest rate permitted by law, if less) of the remaining unpaid amount calculated from the due date. In case of submission of overdue payment reminder (in Danish: “rykkerskrivelse”), an administration fee will be added Plytix’s outstanding debt as will appear on the reminder.

5.9. The Users are not entitled to access the Platform or use the Services until payment has been made in full. Plytix is entitled to suspend Users’ access to the Platform and/or the Services, including any other work for a User if such User fails to pay in due time.

5.10. Each User is obligated to ensure that Plytix receives sufficient information that is necessary or which Plytix requests for the purpose of calculating the fees mentioned in this clause 5.

5.11. Plytix expressly reserves the right to change prices with prior notice.

5.12. Users are responsible themselves for any taxes and any taxes are of no concern for Plytix.

 

6. Service and Support

6.1. Plytix aim to provide the Platform and the Services on a 24/7 basis, however due to the continuous improvement of the Platform and the Services, and due to maintenance and updating, security or capacity issues, access to the Platform and/or the Services may be temporarily suspended or affected, with or without prior notice. Plytix aims to provide Users with advance notice of any scheduled maintenance and downtime.

6.2. A high speed internet connection is required for use of the Platform and the Services. The User is responsible for procuring and maintaining the network connections that connect the User’s network to the Platform and the Services, including browser software that supports protocols used by Plytix. Plytix is not responsible for notifying the User or other third parties of any upgrades, fixes or enhancements to any such software or for any compromise of data, including service data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Plytix. Plytix assume no responsibility for the reliability or performance of any connections as described in this section.

6.3. Please check our FAQs and online knowledge basis available on the Platform for information on features and services. Plytix currently provides a ticketing system for help that is accessible from online support centre. Plytix will respond as and when possible to questions relating to the Platform and/or the Services and the optimal use of the same. These questions will ideally be communicated by email or through the ticketing system.

 

7. Undertakings, Restrictions and Obligations

7.1. Upon registration on the Platform, as well as any time thereafter, each User represents and warrants that they will only use content professionally in the ordinary course of business, for legal purposes and in good faith. Further, Users undertake the following:

(i)  that all information provided to Plytix is true, complete, accurate and correct in all regards and that they are up-to-date and not misleading in any way;
(ii)  that they will refrain from participate in arrangements that, based on the User’s knowledge, will result, or is likely to result, in (a) violation of applicable law, (b) violation of any agreement, schemes, or obligations towards any third party, or (c) regulatory or ethical conflicts;

(iii)  that it will comply with any notice and/or communication from Plytix regarding use of any content and/or the Platform, including as to removal, modification or correction of any content;
(iv)  that in connection with any arrangement, the User in question will (a) comply with applicable law, (b) not participate in activities or conduct that constitutes a violation of applicable law, and (c) not take, or fail to take, any action which would cause or lead to Plytix or any third party being in violation of applicable law;
(v)  that any use of information to which the User has been given access via the Platform, including other Users’ contact details and other data, is prohibited, unless the purpose of such contacting, or attempting to contact, Plytix or other Users is in connection with services offered via the Platform, including the Services;
(vi)  that content will only be published on its User site and not be transmitted to any third party other than to end-users browsing its content User site;
(vii)  that content will not be stored permanently in any database or otherwise in a structured or unstructured manner for subsequent retrieval; and
(viii) that content will not be altered or modified (other than to resize or reformat it according to the characteristics of content User sites)


7.2. Users may not, directly or indirectly, (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (the “Software”), (b) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted in writing by Plytix or authorized within the Services), (c) use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third party, or (d) remove any proprietary notices or labels.

7.3. Users represent, covenant and warrant to use the Services only in compliance with Plytix’s instructions or authorized within the Services and all applicable laws and regulations.

7.4. Users hereby agree to indemnify and hold Plytix harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from User’s use of the Services.

7.5. Users shall use the Services only for the purposes for which the right to use it has been granted. Users shall indemnify and hold Plytix harmless against and from any and all claims, damages, losses and expenses (including legal fees and expenses) arising out of or incurred by unauthorized access to or use of the Services which is attributable to the User’s breach or negligent or deliberate default of its obligations. Although Plytix has no obligation to monitor Users’ use of the Services, Plytix may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

7.6. Users shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, web servers and the like. Users shall be responsible for maintaining the security of such equipment and ancillary services, including in relation to user accounts, passwords and files, and for all use of a Plytix Account or the equipment and ancillary services.

7.7. It is the sole responsibility of the Users to ensure internet connection and to ensure and maintain all necessary software and hardware in order to access and use the Services. The User is responsible and liable for any telephone, cable or internet access and transmission charges and any other charges to third parties due to its access to and use of the Services.

7.8. Users agree and undertake (i) not to use the Services to upload or distribute in any way files that contain viruses, malware, spyware, corrupted files, or any other similar software, programs or files that may damage the operation of the Services, (ii) not to interfere or disrupt the Services or the Software or any networks connected thereto, (iii) not to use any device, software or routine or attempt to interfere with the proper functioning of the Services or any transactions being offered  under the Services, (iv) not to take any action that imposes an unreasonable or disproportionately large load on the Services, (v) not to use the Services to scrape, collect or harvest product and/or supplier information or personal information, including financial information about other Users, (vi) not to impersonate any person or entity or falsely state or otherwise misrepresent Users’ or Plytix’s affiliation with a person or entity, (vii) not to use the Services for any purpose other than the permitted use, and (viii) not to use the Services for illegal purposes. Users are responsible for ensuring that their utilization of the Services is in compliance with applicable law and that it does not infringe the rights of any third party.

7.9. Each User shall be considered solely responsible for all activities undertaken by such User or any third party under such User’s Plytix Account.

7.10. Users are not allowed to access or use the Services under any other person’s credentials.

7.11. Each User undertakes to inform Plytix in writing immediately if such User’s credentials have been compromised.

7.12. To the extent that the Platform and/or the Services allows Users to communicate with each other or end-users of their products, each User acknowledges and accepts that Plytix, provided that Plytix has reasonable suspicion of any violation of the abovementioned undertakings, obligations etc., is entitled to review any User’s correspondence with other Users via the Plytix with a view to determine whether the User in question is in breach of one or more of the undertakings, obligations etc. mentioned above.

7.13. Each User acknowledges and accepts (a) that the User itself, and not Plytix, is responsible for the fulfilment of the User’s obligations as set forth in the arrangements with other Users, as the case may be, (b) that Plytix is not a party to any such arrangement, and (c) that unless otherwise expressly stated in these Terms, Plytix waives any and all liability for damages that may arise or be related to such arrangements.

7.14. Users undertake to indemnify Plytix and its affiliates from any third party claims and any loss, liability or cost arising out of (a) such User’s breach of these Terms, (b) such User’s use of the Platform and/or the Services, (c) such User’s breach of any representations or warranties made by such User, (d) such User’s breach of applicable law in connection with use of the Platform and/or the Services, or (e) such User’s breach of any third party intellectual property right, privacy right or other third party right in connection with use of the Platform and/or the Services.

7.15. Plytix do not control or supervise any User activity, except when required to by applicable law or competent court or administrative decision. Plytix do, however, reserve the right to suspend, block, cancel or eliminate any User activity at any time in the event of a breach of these Terms.

 

8. Intellectual Property Rights

8.1. Any and all intellectual property rights connected to the Platform or the Services, including technology, software, source code, website content, site layout, graphics, logos, copyrights, patents rights, trademark rights, domain names, design rights, trade secrets, and knowhow, belong to Plytix and its suppliers with all rights reserved and Plytix shall retain any such intellectual property rights, including (a) to any improvements, enhancements or modifications thereto and (b) to any software, applications, inventions or other technology developed in connection with implementation services or support. Access to and use of the Platform and/or the Services does not imply any transfer of these rights to Users or other third parties.

8.2. Subject to confirmation of the Plytix Account, Users are granted a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use the Platform and the Services, including the software related to the Platform and to access, view and download reports stored at the Platform. Users undertakes and agrees not to or allow any third party to sublicense, distribute or use the Platform and/or the Services outside the scope of the license granted by these Terms, copy, modify, adapt, translate, prepare derivative work form, reverse engineer, disassemble, or decompile the software connected with the Platform and/or the Services or otherwise attempt to discover any source code or trade secrets related to the Platform and/or the Services, rent, lease, sell, assign or otherwise transfer rights in or to the software connected to the Platform and/or the Services, and use, post, transmit or introduce any device, software, routine which interferes or attempts to interfere with the operation of the Platform and/or the Services.

8.3. Users are not allowed to use Plytix’s trademarks, trade names, logos, domain names, other distinctive brand features or any copyrighted material associated with Plytix, the Platform and/or the Services without prior written consent from Plytix. Users must not remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item of the Platform and/or the Services.

8.4. Each User retains title to its own intellectual property rights, including its own data and content. Plytix shall, however, have the right to collect, retain and analyse data and other information relating to the provision, use and performance of the Services and related systems and technologies (including, without limitation, information concerning Content), and Plytix will be free (during and after the term hereof) to (i) use such information and data to provide, improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Platform and/or the Services, and (ii) share and disclose such data to its affiliates and third parties solely in aggregate or de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

8.5. By making content publicly available on the Platform, however, Content Providers agree that the content may be downloaded and used by any Content User who have registered itself on their User site for the purpose of advertising or selling the associated products and services to end-users for an indefinite period of time, i.e. not limited to any term of agreement with Plytix. Plytix do not examine the identity of any Content User nor any Content User’s intention of the subscription for content from Content Providers.

8.6. Each User undertakes and warrants that any information or material provided or disclosed to Plytix or to the Platform conflict with any intellectual property rights or other property rights belonging to any third party, and each User accepts to indemnify and hold Plytix harmless from and against any liability that Plytix may incur in connection with any claims made against Plytix based on allegations that the information which the User in question has disclosed to Plytix or to the Platform is in breach of any intellectual property rights or other property rights belonging to any third party.

8.7. If a User becomes aware that the Platform and/or the Services infringes any third party rights, the User is obliged to notify Plytix in writing thereof immediately.

8.8. User shall promptly notify Plytix in writing of any and all infringements, imitations, simulations or other wrongful or illegal use or misuse of the Services which comes to the User’s attention. Plytix shall determine in its sole discretion whether to take any action to prevent the infringement, imitation, simulation or other wrongful illegal use or misuse of the Services.

8.9. Plytix is entitled to loyally and as part of Plytix’s general marketing activities (e.g. by using commercial name, trademark, logo, figurative marks or other characteristics pertaining to a User) to refer to the fact that a User is a user or customer of Plytix without paying any fees and without prior notice to the User, e.g. adding the User’s name and logo to Plytix’s user or customer list and website.

 

9. Disclaimer and No Warranty

9.1. Plytix shall use reasonable efforts consistent with prevailing industry standards to maintain the Platform and the Services in a manner which minimizes errors and interruptions in the Platform and/or the Services and shall maintain the Platform and the Services in a professional and workmanlike manner. Plytix provides, however, no warranty that any errors or faults can be remedied. The Platform and/or the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Plytix or by third-party providers, or because of other causes beyond Plytix’s reasonable control, but Plytix shall use reasonable efforts to provide advance notice in writing of any scheduled service disruption. However, Plytix does not warrant that the Platform or the Services will be uninterrupted or error free nor does Plytix make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this section, the Services are to the maximum extent permitted by law provided “as is” and “as available” with no representations or warranties of any kind, either expressed or implied, and Plytix disclaims all guarantees and warranties, express or implied, including availability, merchantability and fitness for a particular purpose and non-infringement. Plytix provides not warranty that the Platform and/or the Services meet any User’s requirements or expectations.

9.2. Plytix does not warrant or represent that Users’ hardware, software or other materials, equipment or systems will function or be compatible with the Platform and/or the Services, or any third party applications that are part of the Platform and/or the Services. Plytix shall not be responsible for the functionality and/or the compatibility and/or Users’ use of any hardware, software, systems, data or any other equipment when accessing and using the Platform and/or the Services.

9.3. The Platform and the Services interacts with third party internet websites and accounts contracted by Users. Plytix make no representation whatsoever, nor do we accept any responsibility, for such websites and accounts as they are beyond the control of Plytix. Plytix provides no warranty as to continuity of use of linked platforms, as these third party services may modify technical specifications and application programming interfaces thus affecting connectivity.

10. Liability etc.

10.1. The liability of either party is subject to the ordinary rules of Danish law, save to the extent permitted by law for the exceptions and limitations as expressly set out in these Terms.

10.2. Plytix is solely to be regarded as a provider of the Platform, and Plytix assumes no obligations of any kind unless otherwise provided in these Terms. Plytix will only be liable for the Platform and excludes liability for any other products, services, tasks or services. In no event will Plytix be liable for the services, tasks or obligations to be performed by Users and/or any third party.

10.3. Plytix uses commercially reasonable efforts to provide the Services professionally and diligently, but cannot guarantee its continuing availability and functionality of its features.

10.4. In case of any interruption of the Platform and/or the Services, whether scheduled or unscheduled, including maintenance work of whatever sort, Plytix shall have the sole obligation of exercising commercially reasonable endeavours to restore the Platform and/or the Services.

10.5. Any use of the Platform takes place at the Users’ risk, and any obligation in relation to the planning and execution of any arrangement between Users, as the case may be, is a matter between the Users themselves. Plytix cannot and must not be held responsible for any direct or indirect damages originating in connection to any arrangement between Users, if relevant, and Users shall refrain from making any claims against Plytix in this regard.

10.6. Plytix does not assume any liability towards the Users regarding content made available on the Platform, including by Content Providers, and any use made of that content by Content Users or third parties. Plytix is are not responsible for deleting content from any Content User’s site.

10.7. Any liability for Plytix to pay damages is limited to direct and documented damages only. Plytix is solely responsible for any loss that Users may suffer as a direct result of Company’s documented non-compliance with the provisions of these Terms or neglect in the performance of services.

10.8. Plytix cannot and must not be held liable for any indirect losses, damages, costs, expenses or similar claims, including without limitation damages for operating loss, business interruption, loss of orders, loss of profits or savings, loss of goodwill, loss of data or information or the restoration thereof, or consequential loss, arising out of the use of or inability to use the Platform or data. The aforesaid exclusions and limitations apply irrespective of whether such damages or losses are caused by acts or omissions by Plytix attributable to Plytix as negligent (including both gross and simple negligence) or incidental.

10.9. Plytix does not assume any liability for tax or VAT related consequences to Users in relation to entering into or fulfilling any arrangement between Users, and Plytix is not obligated to handle filling out or reporting to the Central Tax Administration (in Danish: “SKAT”) on behalf of Users. The liability of any tax related issue remains with the Users and is of no concern to Plytix.

10.10. Each User accepts that Plytix is not liable for any loss or failure of IT systems (irrespective of the cause), nor can Plytix be held liable for any costs, expenses, losses or damages, irrespective of whether the cause is a defect or failure in the transfer of it systems. Plytix must, to the best of Plytix’s ability, endeavor to remedy such faults, defects, losses or failures as quickly as possible.

10.11. In addition to the exclusions and limitations of liability set forth in this clause 10.11, the total liability of Plytix in any circumstances other than for fraud, wilful misconduct or gross negligence (whether in contract, tort, gross or ordinary negligence, strict liability, breach or termination of contract, claim of repayment or proportionate repayment, by statute or otherwise) to pay any damages, compensation or any other amounts under these Terms is limited and capped to an aggregate amount equal to the lesser of (i) the total aggregate fee actually received by Plytix for User’s use of the Services during the preceding month prior to the act or omission that the liability arises from and USD 1,000.

10.12. Plytix will not be liable for non-performance of its obligations in the event that a situation arises beyond its reasonable control, including failure or breakdown of telecommunications networks and lines, regulations by government authorities, lock-outs, strikes, infrastructure breakdowns, natural disasters, epidemics, pandemics, acts of terrorism, fires, floods, storms, fire storms, sabotage, vandalism, damages caused by computer virus, hacking, war, civil wars, riots, nuclear disaster etc.

11. Data Protection

11.1. In order to deliver and improve its services, Plytix may collect certain data about the Users. To the extent Plytix collect such data, Plytix must at all times comply with applicable data protection and privacy laws regarding the processing of personal data about the User. For the purposes of this provision, the term “personal data” has the same meaning as the corresponding term in the Personal Data Processing Act (Personal Data Act).

11.2. Plytix is entitled to store and process personal data or other information submitted by a User, e.g. name, contact information, work experience, and education, for the purpose of administering each User. Each User acknowledge that Plytix may, to any extent necessary, transfer personal data to other Users in connection with Users’ inter party relationship.

11.5. Each User acknowledges and accepts that, under certain circumstances, Plytix may be under an obligation to disclose personal information or pass on personal data to third parties, e.g. in order to comply with applicable law or to protect and defend Plytix’s rights, provided that the relevant third party receiving the information is bound by confidentiality.

11.4. Manipulation or attempt of manipulation of information on the Platform or other information or documentation provided by Plytix is unlawful and will be reported to the competent authorities.

11.5. Users can contact Plytix at any time and request information on which data has been collected and stored. Users can also have its data corrected or deleted.

 

12. Cookies and Privacy Policy

12.1. Each User’s use of the Platform and the Services is subject to Plytix’s cookies and privacy policy on how Plytix collect, use, protect and otherwise process personal data. Please see our cookies and privacy policy on the Platform for more information.

 

13. Contact and Newsletters

13.1. Plytix might send Users information, notifications, newsletters and other messages to the User’s email address or via in-Platform messages, provided that Plytix deems it to be relevant.

13.2. Each User may at any time unsubscribe from newsletters by clicking the unsubscribe link in the newsletter or notifying Plytix via email or in-Platform messaging.

13.3. Each User agrees to keep its contact information accurate and up-to-date. If a User has not provided accurate information, Plytix cannot be held liable if such User do not receive any relevant notifications.

14. Confidentiality

14.1. Each User acknowledges and accepts (i) that any confidential information regarding Plytix that is disclosed to the User, or which in any other way is made available via the Platform, in accordance with these Terms or related arrangement, is to be regarded as the sole property of Plytix, and (ii) to keep such information confidential and not disclosed it to any third party, with the exception, however, of when publication is required by applicable law, provided that the User in question (a) to the extent possible, notifies Plytix in writing of the information which is to be made public and of the circumstances in which disclosure is claimed to be necessary as early as possible prior to making such disclosure, and (b) takes all reasonable precautions in order to avoid and limit disclosure.

14.2. Plytix undertakes to keep any information provided by any User confidential at all times.

15. Commencement and Termination

15.1. These Terms come into force at the time of each User’s acceptance upon registration of a Plytix Account and will continue to be in force until termination by either the User or Plytix pursuant to its terms.

15.2. Users may at any time terminate these Terms by cancelling/deleting its Plytix Account through the online service available on the Platform, with or without cause.

15.3. Plytix may at any time terminate any User’s Plytix Account and these Terms, with or without cause, by one month’s prior written notice to the end of a month to the relevant User’s email address or other contact information provided.

15.4. Notwithstanding clause 15.3, Plytix reserves the right to restrict, suspend or terminate a User’s Plytix Account with immediate effect and without prior notice if Plytix consider such User in breach of these Terms or applicable law or if the relevant User is misusing the Platform or the Services in any way.

15.5. Users will not be entitled to any refund of any fees already paid and shall be obliged to pay any fees due but not yet paid.

15.6. Upon termination, notwithstanding the reason hereof, clauses 7 (Undertakings, Obligations etc.), 8 (Intellectual Property Rights), 10 (Liability etc.), 14 (Confidentiality) and 17 (Governing Law and Venue) shall remain in force for an indefinite period of time upon termination.

 

16. Miscellaneous

16.1    No delay or omission by any party in exercising any right, power or remedy provided by law or under these Terms shall affect that right, power or remedy, or operate as a waiver thereof, except as specifically set out in these Terms.

16.2    Plytix may transfer all or part of Plytix’s rights or obligations under these Terms to any affiliated company without the User’s consent. No User may transfer its rights or obligations under these Terms to any party without Plytix’s prior written consent.

16.3    In the event that any provision in these Terms or the application thereof is declared or deemed invalid or unenforceable, partially or fully, such provision will be regarded as being separated and will not affect the validity and enforceability of the remaining provisions of these Terms.

17. Governing Law and Venue

17.1. These Terms are subject to Danish law and are to be construed pursuant thereto without consideration of any conflicts between statutory provisions.

17.2. Any dispute that might arise from these Terms is subject to the jurisdiction of the ordinary courts of Denmark at Plytix’s then-current venue.

 

Version 3.0    26 September 2018