SUBSCRIPTION TERMS AND CONDITIONS
Subscription Terms and Conditions for the NANOLINK SYSTEM
The Customer, in accepting these Subscription Terms and Conditions and Nanolink ApS, Company Reg. (CVR) No. 29167001 (NanoLink), herewith enter into an agreement on the Customer’s access to and use of the NanoLink System (Subscription), which is an online-based standard service accessed via an internet browser or app and which is part of Nanolink’s tracking system for locating, tracking and managing tracking chips and other objects registered by the Customer.
The Subscription Terms and Conditions are supplemented with the Parties’ order form (Order Form).
The Subscription Terms and Conditions contain two parts:
Part I – contains the general subscription terms and conditions for the use of the NanoLink System (also referred to as the “Service”).
Part II – contains NanoLink’s data processing terms.
The Subscription Terms and Conditions govern the Customer’s Subscription and take effect at the time the Customer accepts them. From that time, the Subscription Terms and Conditions supersede all previous agreements entered into between the Parties in relation to access to and use of the NanoLink System. The Customer’s commencement of use or continued use of the NanoLink System is regarded as including the Customer’s express acceptance of the Subscription Terms and Conditions.
Upon the Customer’s acceptance of the Subscription Terms and Conditions, the Customer obtains user access to the NanoLink System during the subscription period. User access means that the Customer may use the service internally in its own business operations for one company registration number.
The Customer is granted super user access and can create additional users up to the number of subscriptions purchased. Log-in details that have been assigned may not be disclosed to others.
User access to the NanoLink System is only valid for the Customer and its employees and for any external individuals carrying out data processing for or providing other services to the Customer if access to the Service is a necessity for providing such services.
The Customer in this connection guarantees the third party’s compliance with the Subscription Terms and Conditions.
NanoLink may update and make changes in the NanoLink System on an ongoing basis, including in system functionality, which may affect the Customer’s use of and benefit from the Subscription. Such changes may be made with or without notice and could affect the Customer’s use of the NanoLink System.
The Customer can make use of NanoLink Support as part of its Subscription. Support can be contacted by the Customer’s super user within NanoLink’s ordinary office hours. The Support service comprises immediate assistance with technical problems that can be solved by phone within a maximum of fifteen (15) minutes.
NanoLink owns all intellectual property rights in the NanoLink System developed or prepared by NanoLink, including code, documentation, user manuals and any educational material. This applies to both existing and future versions of such material.
The Customer acquires no intellectual property rights but obtains only a right of use with the contents specified above.
The Customer’s data
The Customer has all rights to its own data which it enters into the NanoLink System through use or manually. NanoLink only processes the Customer’s data on the latter’s instructions and thus not for NanoLink’s own purposes, and NanoLink has no lien on the Customer’s data.
Nanolink may use data generated by NanoLink or automatically generated by the NanoLink System in connection with use of the Service, including the Customer’s use or monitoring of use of the Service, only to carry out the Service to the Customer. NanoLink also anonymises data for the Customer and the Customer accepts that anonymised data are disclosed to NanoLink for statistical purposes, to improve the Service etc.
Availability and performance of the NanoLink System
NanoLink makes efforts to ensure high operating stability of the NanoLink System but is not liable for breakdowns or operating interruptions caused by factors beyond NanoLink’s control, including, but not limited to, power failure and faults in equipment, internet connections, telecommunication connections or similar.
Amendments to the conditions in Google Play and/or Apple AppStore which make NanoLink’s app unavailable for a period are also deemed to be factors beyond NanoLink’s control.
In the event of breakdown or disturbance, NanoLink will make efforts to restore normal operations as soon as possible.
NanoLink will use service windows for regular maintenance of the Service and the NanoLink System may be completely or partly unavailable to the Customer during these periods. NanoLink makes efforts to schedule planned service windows outside the period 08:00-17:00 on weekdays, i.e. when NanoLink generally expects downtime to cause the least possible inconvenience to its customers. However, service for operational or security purposes that cannot be postponed will always be carried out as soon as possible.
The NanoLink System’s stability and performance may depend on the Customer’s equipment, signal strength for data transmission between units, internet connection etc. NanoLink is not liable for any lack of stability in the Service or performance caused by such factors, and the Customer is aware that the only way of remedying them is that the Customer upgrades its equipment or communication lines.
Pricing and terms of payment
For subscription to and use of the NanoLink System, the Customer pays a fee in accordance with NanoLink’s price list applicable at any given time or as separately agreed between the Parties on the Order Form.
All prices are quoted exclusive of VAT.
The first period invoiced runs for one (1) year from the date of the order, after which invoices are issued annually in advance unless otherwise agreed on the Order Form.
Purchasing of Equipment stated on the Order Form is invoiced on delivery unless otherwise separately agreed, see also “Purchasing of Equipment” below.
NanoLink may change the composition, contents and prices of products, services and subscriptions at thirty (30) days’ notice by e-mail to the contact person given by the Customer or by posting on www.nanolink.com. Changes in prices, products, services and subscriptions are not deemed to be a change of the Subscription Terms and Conditions.
All invoices are payable eight (8) days after the invoice date.
In the event of non-payment or late payment, NanoLink may suspend access to the NanoLink System without notice and without incurring liability, until the agreed payment has been received.
In the event of late payment, NanoLink is entitled to claim interest from the due date at the rate of 1.75% per commenced month until the amount has been paid to NanoLink, see also “Breach of contract by the Customer” below.
The Customer may not assign its subscription agreement for the NanoLink System or any rights or obligations under the agreement to a third party without NanoLink’s prior acceptance.
NanoLink may assign the contractual relationship and thus the subscription agreement with the Customer without the Customer’s prior consent.
Processing of personal data
By the Customer’s use of the NanoLink System, personal data are provided to NanoLink for processing on the Customer’s behalf. The Customer is thus data controller of the data provided and NanoLink is data processor.
All processing of personal data for the Customer is carried out subject to NanoLink’s Data Processing Terms, which constitute the Parties’ processor agreement for the personal data processing which the Customer entrusts to NanoLink, and which NanoLink undertakes to carry out as part of supplying the cloud service NanoLink System and any additional services.
The Data Processing Terms are contained in Part II of the Subscription Terms and Conditions. In the event of discrepancies between the Data Processing Terms and the Subscription Terms and Conditions, the Data Processing Terms take precedence.
NanoLink uses subcontractors and external consultants to perform its obligations under the Customer’s Subscription. If personal data are provided to subcontractors for processing, the rules of NanoLink’s Data Processing Terms will apply.
Duration and termination
The Subscription is valid until terminated in writing or until a Party terminates the agreement for cause (the Subscription Period). However, NanoLink’s Data Processing Terms are valid for its processing of personal data for the Customer until NanoLink has deleted the Customer’s data in accordance with the rules of the Data Processing Terms irrespective of whether the Subscription ended earlier. The Data Processing Terms and the Subscription are mutually dependent and may therefore not be terminated separately.
The Subscription may be terminated at thirty (30) days’ notice to the end of a calendar month by the Customer and at three (3) months’ notice by NanoLink.
Notice of termination may be emailed to email@example.com.
The Order Form may specify a commitment period. If a commitment period is agreed, the Subscription may not be terminated until the end of the commitment period, after which the general notice period applies.
Confidentiality and secrecy
NanoLink’s staff observe secrecy to the usual extent with respect to information concerning the Customer’s affairs which are not generally known and NanoLink imposes an appropriate similar obligation on subcontractors and others assisting NanoLink with the supply.
NanoLink may authorise persons only if it is necessary for them to have access to the Customer’s information for the purpose of fulfilling NanoLink’s obligations to the Customer. NanoLink must regularly assess authorisations and close access when authorisations expire or terminate.
The Customer's responsibility for user accounts
The Customer is responsible for the Customer’s own use of the NanoLink System and for all use through the super user log-in granted to the Customer or user accounts created by the Customer.
The Customer must keep the super user log-in and user accounts confidential and take the necessary security measures to prevent the Customer compromising user accounts or other details that may result in a third party gaining unauthorised access to the Customer’s data.
The Customer’s other obligations
The Customer must ensure that the NanoLink System is not used in a way that can harm NanoLink’s name, reputation or goodwill or in a way that is contrary to relevant law or other regulation.
Amendments to the Subscription Terms and Conditions
NanoLink may amend the Subscription Terms and Conditions at any time. The version of the Subscription Terms and Conditions applicable at any given time is available at NanoLink’s website http://www.nanolink.com/info.
NanoLink will endeavour to give reasonable notice of at least thirty (30) days in connection with amendments to the Subscription Terms and Conditions. Information on planned amendments is sent to the Customer’s contact person and/or posted at www.nanolink.com. If the Customer does not want to accept the amendments of which notice is given, the Customer may terminate the Subscription with the agreed notice. The Customer has no other powers in consequence of amendments to the Subscription Terms and Conditions.
Use of the NanoLink System after an amendment of the Subscription Terms and Conditions constitutes acceptance of the amended terms and conditions. It is the Customer’s obligation to continuously keep up-to-date with amendments.
NanoLink’s breach and liability
The NanoLink System is supplied as a standard service as is and without special guarantees.
The Customer therefore accepts that the Service may have faults and inefficient features of minor importance which have no noteworthy effect on the use of the NanoLink System. NanoLink does not guarantee that such matters will be remedied, and under all circumstances, any remediation will usually be dealt with in an update of the Service. The Customer accepts that any such faults of minor importance are not deemed to constitute a breach of contract.
With respect to material faults in the Service, the Customer accepts that NanoLink remedies them within a reasonable time. If NanoLink does not remedy the matter and the Customer’s use of the Service is consequently affected to a not insignificant degree, the Customer has the right to terminate the Subscription without notice. The Customer has no other remedies for breach for the period in which the fault affects the agreed Service.
NanoLink is liable to the Customer for defects in NanoLink’s services in accordance with the general rules of Danish law with the limitations contained in these Subscription Terms and Conditions.
The Customer must give notice of defects as soon as they are discovered or ought to have been discovered. The absolute period within which notice of a defect must be given is one (1) month from when the defect occurred. After this period the right to make a complaint about a defect is lost.
The Customer is entitled to terminate the Subscription Agreement without notice if NanoLink exceeds an agreed delivery time by more than ten (10) business days. No other remedies for breach are available to the Customer in connection with the delay and the Customer is thus precluded from claiming damages of any kind including for loss of interest, consequential loss or any other indirect loss.
NanoLink is not responsible for the Customer’s use of the NanoLink System or for any understanding or view arising with, or any loss incurred by, the Customer as a result of use.
NanoLink is only required to compensate the Customer for financial losses resulting from a material breach relating to NanoLink’s deliveries with the exemptions stated above.
In all events NanoLink’s liability in damages covers only the Customer’s direct loss, whereas no compensation will be paid for indirect loss and consequential loss, e.g. operating loss, increased operating costs, loss of savings, loss of profit, loss of data and costs associated with restoration.
NanoLink’s total liability in damages is in all events limited to the amount that NanoLink has received as payment under the Subscription for the twelve (12) months immediately prior to any actionable matter. If the Subscription Agreement has not been in force for twelve (12) months on the date of the loss, the limitation of liability is calculated as the average of amounts received during the months that have passed multiplied by twelve (12). In no event can the amount exceed DKK 100,000.00.
NanoLink is liable for injury or damage caused by NanoLink’s deliveries in accordance with the current mandatory legislation thereon. NanoLink has no other product liability.
NanoLink’s liability for injury or damage caused by defective products is further limited to the amount stated under “NanoLink’s breach and liability” above unless contrary to mandatory statutory provisions.
Breach of contract by the Customer
If the Customer is in material breach of its obligations under the Subscription Agreement, NanoLink is entitled to terminate the agreement on Subscription without separate demand for remediation and claim damages under the general rules of Danish law.
If an invoice is not paid on time, the Customer’s access to the NanoLink System is suspended until payment has been received. In this event, NanoLink continues to have a claim to fees during the suspension period.
Failure by the Customer to pay outstanding amounts that are due for payment by the deadline stated in the second reminder is deemed to constitute a material breach that entitles NanoLink to terminate the Subscription Agreement.
NanoLink’s obligations under the Subscription Agreement are postponed in the event of force majeure, which means circumstances beyond NanoLink’s control, including, but not limited to, war, riot, acts of terrorism, uprising, strikes, fire, natural disasters, currency restrictions, import and export restrictions, interruption of transport networks, interruption or failure of energy supply, public data systems and communication systems, virus, cyber terrorism, hacker attacks and force majeure at subcontractors, and which NanoLink could not have foreseen when the agreement was entered into.
Circumstances at NanoLink’s subcontractors which render NanoLink unable to perform its obligations to the Customer and which cannot be overcome without disproportionate costs for NanoLink are also deemed to constitute force majeure.
Purchasing of equipment
On the Order Form, the Parties may include the Customer’s purchase of NanoLink chips, gateway and other equipment (Equipment).
Equipment is delivered Ex Works irrespective of whether NanoLink must arrange transport to the Customer. Delivery is thus deemed to have taken place on delivery to carrier.
The Customer must examine the Equipment immediately upon receipt and must immediately give notice of any visible damage.
The deadline for giving notice of non-visible damage (defects) is twelve (12) months. The Customer has been made aware that NanoLink chips have an expected life of approximately four years but that actual life can vary depending, among other things, on the specific use. When chips are replaced, the Customer must reregister data. Reregistration is the Customer’s own responsibility.
In the event of on-time and justified notice of defects, NanoLink, at its own option, will remedy or replace the Equipment within a reasonable time. NanoLink’s liability does not cover replacement of Equipment at the end of its life, replacement necessitated by ordinary wear and tear, incorrect use or other use which is not in compliance with the product specification.
Delayed delivery of Equipment is not deemed to be a material breach until the delay has lasted for twenty (20) business days. In the event of a material delay, the Customer may cancel the purchase of Equipment and the Subscription which was taken out at the same time as the purchase of the delayed Equipment, but has no other remedies for breach.
NanoLink’s liability in damages is further limited in accordance with the provisions of “NanoLink’s breach and liability” above.
NanoLink chips are CE marked. The conditions under which the chips can be used are detailed in NanoLink’s product specification for chips.
NanoLink chips emit signals via low-frequency radio signals. It is the Customer’s responsibility to check whether the use of low-frequency radio signals is lawful where the NanoLink chips are positioned.
NanoLink chips emit signals at regular intervals as stated in the product specification. The signal’s range and interval depend on the location of the NanoLink chips and the surrounding area.
External radio signals could interfere with the emission of signals from NanoLink chips.
Fastening of NanoLink chips is the Customer’s own responsibility. Proposed methods of fastening are strips, glue or heat shrink.
Disposal of NanoLink chips must be in accordance with applicable rules on the disposal of electronic waste.
Use of the Customer as reference
NanoLink may include the Customer on a list of references, but must not otherwise use the Customer’s name in marketing.
Receipt of marketing material
By accepting the Subscription Terms and Conditions, the Customer expressly accepts that NanoLink may send marketing material to the e-mail address given for the Customer’s contact person. The marketing material may contain information on product updates, service notifications, information on third party integrations etc. The Customer may unsubscribe from further marketing material at any time.
The Agreement is governed by Danish law and any disputes that cannot be resolved amicably must be decided by Randers Court in Denmark in accordance with Danish law.
NanoLink’s contact details
The Customer must send any enquiries to NanoLink regarding the Subscription to:
8722 Hedensted, Denmark
Tel.: +45 8870 9000