1 General Conditions of Purpose and Scope
These general conditions (hereinafter Terms) set out the procedures for Napp ApS (hereinafter referred to as “Seller”) the supply of goods to the customer (hereinafter referred to as the Buyer) as described in this, between the Buyer and Seller entered agreement on Seller’s website (hereinafter “Agreement”).
To the extent otherwise agreed in writing, the below listed conditions apply and supersede Buyer’s general conditions.
2 Scope of Services
Seller’s service consists in the provision of digital products, including music, movies and computer software delivered by download from Seller’s website. The details of the extent and time of delivery of the purchased goods is described in the order confirmation.
3 Conclusion of Contract
3.1 Order Procedure
Immediately prior to final confirmation of the order, the Buyer on the website will see the total price of the order and the Buyer will before final submission of the order have the opportunity to correct any errors.
The Buyer’s confirmation of the order will be sent to the e-mail address provided by the Buyer, which will contain the information confirmed by the Buyer, including information on the Buyer’s order number, name and address, VAT id, payment method, summary of the ordered goods and an expected delivery date. At the Buyer’s confirmation the order is binding.
The Buyer may not subsequently change the order or cancel it. The Buyer is encouraged to save and print the order confirmation.
The order will be retained by the Seller, but will not – apart from the order confirmation – be available to the Buyer after the order is placed.
Final agreement between the Buyer and the Seller shall be deemed concluded when the Seller has pressed the order-button on the website, however the proviso in paragraph 10.2 shall continue to apply. Seller will, as soon as possible, inform the Buyer if a subject, e.g. the product is sold out, is asserted.
Buyer is responsible and bears the risk that the information entered is correct, as Seller does not validate or verify this information.
Immediately after sending the Buyer’s order, an invoice is sent to the Buyer’s submitted e-mail address and immediately after the contract has been concluded the amount due will be charged from the Buyer’s credit card automatically and instantly.
4 Delivery Time
Unless otherwise agreed in writing, the stated delivery times are determined by best estimate and subject to prior sale. If the seller cannot meet the stated time, the Buyer will receive a notice with as much information as possible about when delivery can be assumed to take place.
However, if the time of delivery cannot be predicted, Seller will try to reduce the delay as much as possible. Seller assumes no responsibility for any delays. Seller disclaims any liability arising out of the delay.
There are no returns to the Buyer under these conditions.
The period of notice is the current month + 3 months and must be in writing. Upon termination, the application and the system will automatically be taken out of service after the notice period has expired.
7 Costs and Billing
7.1 Prices and Currency
The applicable price is that on the day of the order indicated on the website next to the product concerned. The product is settled in either United States Dollars, Euros or Danish Kroner and all prices, charges and costs are denominated in the currency on the website, order confirmation and invoice.
All prices quoted are exclusive of taxes and VAT, unless otherwise explicitly showed.
8.1 Payment by Credit Card
Payment can only be made with the recognized payment cards shown on the website in order to execute the Buyer’s payment. Recognized payment cards are Visa, Visa Electron, MasterCard, Maestro.
The purchase amount is deducted from the Buyer’s account immediately after conclusion of the agreement, before any downloadable material is made available to the Buyer. The charge will appear on the Buyer’s account.
For all items the payable amount is due immediately after the conclusion of the contract.
Payments on Seller’s website is handled by Valitor and ePay and is based on the SSL standard, which means that the information given in connection with the payment transaction is protected by encryption. Card and account information is transferred encrypted for redemption and validation, and data is not recorded nor stored by Seller.
The payment consists of a one-time fee and a continuous running fee, both of which are a prerequisite for the Seller to put the product to the Buyer’s disposal. The effective payment of both amounts is a condition for the continued operation of Buyer’s service.
In the case of late payment, for example because the invoiced amount is not drawn from the Buyer’s account or the Buyer unlawful stops or require payment reversed accrue, a late fee of 50 USD is added per. reminder. Seller sends a maximum of three reminders before the claim is placed for collection.
An accrue interest of 2% is added each staring month to the total outstanding amount from the due date. Late payments are always considered a material breach of the Agreement.
If the service is supplied continuously, and there is delay in payment by the Buyer of a submitted invoice, Seller is entitled to retain any future deliveries to the Buyer or suspend further work/services and/or in this case demand delivery dates postponed by a period equal to the Buyer’s delay in the payment.
Seller reserves all rights of the goods until the price is paid.
9 Intellectual Property Rights
Seller retains all economic rights by the Danish Consolidation act on Copyright § 2, which includes the rights of reproduction and making available. The rights include both the source code and associated database.
After full and final payment is received, the Buyer receives a perpetual usage right, which is dependent on the payment of a running license and hosting fee. Upon termination, the application and the system will automatically be taken out of service after the notice period.
The Buyer is bound and obliged to respect the Seller, any subcontractors and third-party rights and the current license conditions.
Seller is not responsible for and it shall not be regarded as a breach if there are errors due to the design or construction of the product. Seller is also not responsible for errors due to Buyer’s personal situation, such as lack of maintenance, improper use, usage against Seller regulations and changes and interventions in the delivery by non-authorized personnel.
In case of any fault in the goods delivered, Seller may choose whether Seller will:
a) correct the fault, or
b) replace the goods or delivery
In the case where it is reasonably estimated that the Buyer can solve the flaw by themselves the remedying is closed by sending a spare part and/or instruction for remediation.
Seller is required to assist with the speed that the situation requires. Buyer is never entitled to a proportionate reduction or cancellation of the purchase – nor corresponding to the defective portion of the goods supplied in relation to the total supply and price.
If the error is material, the Buyer cannot terminate the agreement with respect to the defective portion of the goods. The buyer will also not be entitled to any compensation or compensation in general. The buyer cannot claim whatsoever against the Seller in respect of errors.
If Buyer has complained of bugs, and it turns out that there are no errors attributable to Seller, Buyer shall refund the expenses Seller may have had in such a context. Compensation is calculated based on the time consumption and the then-current hourly rate.
If there is a material breach of the Agreement, including these Terms, only Seller shall be entitled to reasonable notice to terminate the Agreement and only if Buyer fails before expiry of the notice to remedy such breach. Such reasonable notice cannot be shorter than 10 days.
Payment within the notice is considered to remedy the breach.
12 Limitation of Liability
The parties are responsible to each other by Danish law with the limits imposed by these terms.
Seller shall in no event, regardless of the degree of negligence, be liable for direct or indirect loss of any kind, including but not limited to loss of profits, loss of data, loss of interest or costs that are attributable to a third party or any other indirect loss or damage. Seller is not responsible for indirect losses caused by gross negligence or intention. Seller has no liability of any kind.
13 Force Majeure
Seller shall not be liable for conditions that must be considered force majeure, including, but not limited to war, riots, uprising, general strike, fire, water, natural disasters, currency restrictions, import or export prohibitions, disruption of normal communications, interruption or failure of energy supply, including viruses, hacker or malware attacks and the occurrence of force majeure in accordance with this clause by subcontractors. The Buyer is not entitled to cancel the agreement due to force majeure.
In connection with the execution of the agreement, both parties may have access to confidential information and other confidential material from each other. Each party warrants that they themselves and their employees and subcontractors in every respect will treat the information as confidential. This provision continues indefinitely.
Besides this provision, apply other rules of confidentiality and trade secrets under Danish law.
15 Personal Data
15.1 Processing of Personal Data
No personal information which is recorded by the Seller will be transferred, sold or made available to third parties, except to the extent necessary to meet the parties’ agreement, including disclosure of information to the bank, the hosting company, etc. All information is stored safely and is accessible only to trusted employees of the Seller.
When purchasing on the website, Seller will ask Buyer’s name, address, telephone number, company registration number, e-mail address and credit card number, which is necessary to execute the order, and used only for processing the order. The information except payment card information are transmitted and stored electronically in encrypted form.
The Buyer’s IP address from which any purchase is made will also be recorded. The information is normally not used, but can be used in a police investigation. All fraudulent orders are reported to the police!
Buyer can optionally have his or her e-mail address included on a mailing list with Seller so that the Buyer receives news and other information from the seller. This service may at any time and at no cost be unsubscribed by the Buyer.
Seller has the right to use Buyer’s name, application and system as a reference in line with other Buyers. Seller is entitled to use the Buyer in its entirety by reference in closed forums towards existing and potential Buyers. The Seller undertakes not to disclose confidential information to 3rd parties. All other marketing activities require the Buyer’s approval.
When uploading to the App Store and Google Play it will be stated in the description, the solution is prepared in cooperation between the Seller and the Buyer.
15.4 Storage and erasure
Information regarding Buyer’s order and any other purchase information is stored for 5 years, unless Danish legislation requires longer storage, and the information is automatically deleted unless the information is still relevant to the Seller, for example in fulfillment of orders or the like. This is achieved to ensure proper handling of any complaints.
The seller is entitled to freely use subcontractors. Such subcontractors imposed secrecy to the same extent as the Seller.
17 Interpretation and Amendments
These terms are applicable to the extent that they do not explicitly and in writing have been waived between the Buyer and Seller. Later derogation of the agreement or terms can only happen through drafting a new agreement or written amendment to the existing Agreement.
The conditions of the Seller may be revised and/or amended at any time.
18.1 Subject to Printing Errors, etc.
Seller reserves the right to correct spelling, print and image errors, VAT and tax changes and delayed or defective deliveries due to force majeure events.
If any part of these Conditions is deemed unlawful and invalid and thus unenforceable, this shall not affect the validity and enforceability of the remaining conditions.
19 Governing Law and Jurisdiction
Disputes between the parties arising out of the Terms, Agreement or Seller’s services in general, and which cannot be resolved amicably between the parties, shall be governed by Danish law in the ordinary courts of the Seller from time to time established by the district court in Elsinore.
20 Information on The Seller
VAT No. 32260470
Place and Date
Copenhagen, Denmark, 25.01.2017