Subscription Terms for Verarca

1. Introduction

1.1. In connection with the Customer’s order of a demo or paid subscription to Verarca via www.verarca.dk or by other communication with the Supplier, the Customer accepts the terms below for the delivery and use of Verarca as part of the subscription agreement between the Customer and the Supplier.

2. Definitions:

2.1. In these Terms, the following definitions shall apply:

2.1.1. “Terms” means these subscription terms for Verarca or subsequent amendments hereto in accordance with the below.

2.1.2. “Verarca” means the Supplier’s Software-as-a-Service solution for business customers for calculating CO2 emissions and climate reporting.

2.1.3. “Supplier” means VEP A/S, CVR number 40706046, Borgergade 28, DK-7323 Give.

2.1.4. “Customer” means the commercial natural or legal person on whose behalf a subscription is entered into or otherwise requests access to Verarca.

2.1.5. “Customer Data” means data from the Customer imported into and processed in Verarca as well as the results of the specific CO2 calculations carried out by Verarca based on the Customer’s data.

3. Acceptance of Terms. Amendments

3.1. To access Verarca, the Customer must subscribe to a demo or paid subscription and, in that context, accept the Terms. Subscription and acceptance of the Terms may take place via www.verarca.dk or by other communication with the Supplier.

3.2. The Supplier is entitled at any time to amend the Terms with 30 days’ notice. Amendments will be announced in Verarca, on the Supplier’s website, and via e-mail to the e-mail address(es) provided by the Customer. The Customer’s continued use of Verarca after the expiry of the notice period shall constitute acceptance of the new/amended Terms.

4. Subscription Term, Renewal, Upgrade/Downgrade

4.1. The Supplier offers a range of different demo and paid subscriptions for the use of Verarca. The content of the subscriptions is available at www.verarca.dk or upon request from the Supplier.

4.2. The demo or paid subscription chosen by the Customer is entered into for 12 months at a time with automatic renewal for another 12 months unless the subscription is terminated in accordance with clause 11 below.

4.3. Unless otherwise agreed, a subscription takes effect from the date on which the Customer orders the subscription and accepts the Terms (“Commencement Date”).

4.4. The subscriptions offered by the Supplier include different usage limits based on the number of available accounting entries. It is the Customer’s responsibility to ensure that the chosen subscription matches the Customer’s needs. If, during a subscription period, the Customer exceeds the maximum number of accounting entries in the chosen subscription, the subscription will automatically be upgraded to the one corresponding to actual use. The upgrade will apply retroactively from the beginning of the subscription period in which the overage occurred, and the Customer will be invoiced for the difference. For future renewals, the upgraded subscription will be the basis for renewal.

5. CO2 Calculations

5.1. If the Customer’s vouchers uploaded or retrieved via integration are scanned documents and not generated vouchers, do not match the booked amount, or are of insufficient quality, Verarca cannot guarantee that CO2 calculations can be performed at invoice line level. In such cases, calculations will be made at posting level.

5.2. Verarca integrates with selected systems and can only perform calculations based on data provided via the integration. If the Customer uses third-party applications, Verarca cannot guarantee that information from these can be retrieved.

6. Customer’s Use of Verarca

6.1. The Supplier grants the Customer permission to use Verarca in accordance with the usage limits and other terms stated in the subscription ordered and these Terms.

6.2. The Supplier delivers Verarca as an online “Software-as-a-Service” service, and the Customer may only use Verarca in this way. The Customer obtains no other rights to Verarca or copies thereof.

6.3. Verarca is provided to the Customer “as is” without liability for the Supplier, cf. also clause 13.

6.4. Verarca may only be used by the Customer’s employees and, where necessary, the Customer’s external advisers. The Customer bears full responsibility towards the Supplier for the use of Verarca by employees and any external advisers.

6.5. Verarca may only be used for the purposes described by the Supplier and not in a manner contrary to applicable law or otherwise harmful to the Supplier’s or Verarca’s name or reputation.

6.6. The Customer is fully responsible for ensuring that the Customer’s use of Verarca, including data transfers or integrations, does not infringe third-party rights. If the Customer becomes aware of or has reasonable grounds to suspect that their use of Verarca infringes third-party rights, the Customer must immediately cease using Verarca. Furthermore, the Customer must indemnify the Supplier against any claim from third parties arising from the Customer’s use of Verarca, including reasonable expenses incurred by the Supplier in connection with such claims.

7. Price, Invoicing and Payment

7.1. The subscription prices for Verarca consist of a start-up fee, which the Customer pays when signing the first subscription, and an annual subscription fee based on the subscription chosen by the Customer. The current prices for the offered subscriptions can be found at www.verarca.dk. All prices are exclusive of VAT.

7.2. The annual subscription fee is adjusted each year, effective January 1, according to the net price index for October of the previous year compared with the year before that, with a minimum increase of 3%.

7.3. Changes to the annual subscription fee may otherwise be notified with at least 90 days’ notice before the end of a subscription period.

7.4. The Customer accepts that invoices are sent by the Supplier to the e-mail address provided by the Customer at subscription sign-up unless the Customer subsequently provides written instructions for another e-mail address.

7.5. Invoices are payable in cash no later than 8 days from the invoice date.

8. Technical Support

8.1. The Supplier provides technical support for the use of Verarca to the extent and during the hours specified at www.verarca.dk. Technical support is included in the price of the Customer’s subscription. Technical support does not include climate consulting, which is offered as an add-on service.

9. Data Processing including Customer Data and Personal Data

9.1. Although the Customer owns the Customer Data, the Supplier is entitled, subject to confidentiality obligations in clause 14, to use Customer Data to maintain and develop Verarca, including for training the artificial intelligence (AI) embedded in Verarca and used in CO2 emission calculations.

9.2. The Supplier is also entitled to collect and use technical information gathered and/or generated by the Customer’s use of Verarca for statistical and analytical purposes regarding Verarca’s functionality and performance. To the extent that the Supplier collects personal data about the Customer’s authorized users, the Supplier is the data controller for such personal data. The Supplier processes such data in accordance with its privacy policy available at www.verarca.dk.

9.3. The parties agree that to the extent Customer Data contains personal data, the Customer acts as data controller and the Supplier as data processor.

10. Operation, Updates and Changes

10.1. The Supplier strives to ensure the best possible operational stability of Verarca at all times.

10.2. Planned service interruptions will, where possible, be announced in Verarca or on www.verarca.dk 14 days in advance.

10.3. In the event of unplanned outages or disruptions, the Supplier will attempt to restore normal operations as quickly as possible. Beyond this, the Supplier cannot be held liable for planned or unplanned disruptions, regardless of whether caused by Verarca/Supplier, third parties, or the Customer.

10.4. The Supplier is entitled to continuously make updates and changes to Verarca when necessary without notice. The Customer acknowledges that such updates and changes may affect how Verarca functions in general and/or the way the Customer specifically uses it.

11. Termination

11.1. The Customer may terminate the subscription in Verarca or by written notice to the Supplier before the end of the subscription period.

11.2. The Supplier may terminate the subscription with 6 months’ notice or without notice in the event of the Customer’s material breach of these Terms or in case of the Customer’s bankruptcy or insolvency.

11.3. Upon termination, the Customer has access to use Verarca for the remainder of the subscription period in accordance with the subscription and these Terms.

12. Intellectual Property Rights

12.1. All rights of any kind to Verarca and to data processed or created by using Verarca, except Customer Data, belong to the Supplier or its licensors. These rights are not transferred to the Customer.

12.2. All rights to any individually developed solutions for the Customer’s use of Verarca also belong to the Supplier, regardless of whether the Customer pays separately for such solutions.

12.3. The Supplier has a perpetual, unconditional, and irrevocable right to use Customer Data in anonymized form.

13. Assignment

13.1. The Supplier may at any time assign all rights and/or obligations to third parties.

13.2. The Customer may not assign rights or obligations under the agreement with the Supplier to third parties without the Supplier’s prior written consent.

14. Supplier’s Liability

14.1. Any use of Verarca is at the Customer’s own risk. The Supplier is not liable for errors or deficiencies in CO2 calculations, related documentation, or other services provided by Verarca. The Supplier is not liable for any loss the Customer may suffer as a result of using Verarca, including indirect losses such as business interruption, data loss, or damage to the Customer’s IT infrastructure.

14.2. The Supplier is not liable for third-party solutions that are or become available and integrated with Verarca, including their availability, security, functionality, accuracy, completeness, or reliability.

14.3. The Supplier’s total liability to the Customer is in any case limited to the Customer’s total subscription payments for the 12 months prior to the event giving rise to the claim.

15. Confidentiality

15.1. All information about the Customer and the Customer’s business received by the Supplier in connection with the use of Verarca is confidential. The Supplier may not disclose or use confidential information for purposes other than providing the agreed services.

16. Disputes

16.1. The contractual relationship between the Supplier and the Customer regarding the Customer’s use of Verarca, including the Terms, is governed by Danish law. Any dispute arising out of the Terms or other contractual conditions shall be settled by the Court of Kolding as the court of first instance.

17. Effective Date

17.1. The above Terms are effective as of January 1, 2024 and replace previous terms.