Standard Terms and Conditions

1. Introduction to the Standard Terms and Conditions
‍1.1 These Standard Terms and Conditions (“Standard Terms and Conditions”) are Scaleup Finance’s standard terms and conditions and apply to subscription agreements made between Scaleup Finance and the business (“Customer”) that enters into an agreement to subscribe for Scaleup Finance’s services.

1.2 Scaleup Finance’s services mean the products and services (“Services”) that appear from Scaleup Finance’s website (“Website”).

1.3 The Website contains an overview of subscription types and add-on modules. Some functions, services and add-on modules may have separate conditions, which must be accepted in addition to the Standard Terms and Conditions.

1.4 Scaleup Finance’s Services are only provided to businesses.
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2. Formation of contract
‍2.1 A contract is formed when the Customer orders one or more Services (request for an offer), after which Scaleup Finance sends an offer to be signed by the Customer. 

2.2 When the Customer has signed the document and Scaleup Finance has subsequently received the signed document, the agreement (“Agreement”) is considered to have been concluded.
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3. Term and termination of the Agreement‍3.1 The Agreement applies from the date when it was concluded and for the period appearing from the offer from Scaleup Finance (“Period of Agreement”). 

3.2. The Agreement is automatically renewed for a period similar to the Period of Agreement, unless it is validly terminated by Scaleup Finance or the Customer in accordance with the below clauses.

3.3 The Customer is entitled to cancel the Agreement within fourteen (14) days after the conclusion of the Agreement. Afterwards, the customer is committing to an initial period of six (6) months of service from Scaleup Finance. Following the six (6) months, the customer may terminate the contract with effect thirty (30) days following the end of the five (5) current months. This does not affect the statutory right of the customer to terminate the contract with immediate effect within fourteen (14) days from the commencement of the Agreement.

3.4 Following the initial six (6) months, the Customer can terminate the Agreement or downgrade the Services that form part of the Agreement by written notice to Scaleup Finance by email to contact@scaleup.finance  giving one (1) month’s written notice to the end of a month. 

3.5 Scaleup Finance can terminate the Agreement by giving one (1) months’ written notice to the end of a month.

3.6 Subject to a fourteen (14) days’ remedy period, Scaleup Finance can terminate the Agreement with immediate effect without liability if (i) the Customer fails to comply with the provisions of the Agreement, or (ii) the Customer ceases to exist. Such termination notice must take place by written notice to the Customer, including the reason for the termination.

3.7 If the last day for termination pursuant to the above clauses falls on a public holiday, a Saturday, a Sunday, Constitution Day (5 June), 24 December or 31 December, the notice period expires on the following weekday.
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4. Terms of payment‍4.1 The terms of payment are net plus eight (8) days from the date of invoice, unless otherwise specifically stated in the Agreement. Scaleup Finance reserves the rights to suspend the Agreement if any invoice is overdue.

4.2 Scaleup Finance uses Mastercard Supplier Payment Service which is an automated payment process making it easy and efficient for both parties to respectively invoice and pay for the Services. Invoicing will take place prior to the agreed Service Period.

4.3 If the Customer does not pay on time, a reminder will be sent after the invoice due date. In case of continued non-payment, a reminder will be sent ten (10) days later with a reminder fee of DKK 150.00. If payment has still not been received seven (7) days after the reminder, the Customer’s access to its Services will be blocked immediately. Access to the Services concerned will be re-established after receipt of payment, unless Scaleup Finance has chosen to terminate the Agreement pursuant to clause 3.6.

4.4 In case Customer wishes for a different payment service than described in clause 4.2, Scaleup Finance reserves the right to include a reasonable administrative handling fee for such request.

4.5 All prices are exclusive of VAT.

5. Licensing terms‍5.1 The Customer obtains a non-exclusive, subscription-based access to use Scaleup Finance’s Services as chosen in the Agreement.

5.2 The Agreement gives the Customer the possibility of access to the chosen Services for the specific number of users stated in the agreement. If the Customer options for additional capacity, functionality or add-on modules, the Agreement will be automatically updated. The Customer accepts that the price will increase accordingly.

5.3 The right to use Scaleup Finance’s Services applies exclusively for the Customer, and Scaleup Finance’s Services may consequently not be used by any other users than the Customer without separate agreement. However, the Customer is always entitled to forward or otherwise provide insight into the products and data included in the Services to relevant third parties such as financial advisors, external board members, bank advisors and legal advisors provided that such access to the Services are based on such third-party acting in the interest of the Customer and does not use the Services for their own purposes.

5.4 Scaleup Finance is entitled to update and improve its Services on an ongoing basis. Scaleup Finance is also entitled to change the composition and contents of its Services, if it does not materially deteriorate the agreed Services provided to the Customer. Such updates, improvements and changes may be made with or without notice. Material changes will be announced by email.

6. Data protection‍6.1 The personal data of the Customer’s employees will be stored and processed in accordance with Scaleup Finance’s privacy policy, which can be found here: https://www.scaleup.finance/privacy-policy. 

6.2 Scaleup Finance is a data processor when processing personal information belonging to the Customer as a data controller. This includes for example payroll data. Consequently, a data processor agreement must be in place and will be part of the Agreement with the Customer. 
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7. Operational stability‍7.1 Scaleup Finance aims at maximum stability, but Scaleup Finance is not liable for breakdowns or interruptions of operation, including disruptions caused by circumstances outside Scaleup Finance’s control. This includes power failures, equipment defects, internet connections and telecommunications connections. Scaleup Finance disclaims any liability, any guarantee, any requirement or similar, whether direct or indirect.

7.2 In case of breakdowns or interruptions, Scaleup Finance endeavours to re-establish normal operation as quickly as possible.

7.3 Planned outage will mainly be scheduled between the hours of 21.00 and 6.00 CET. If it becomes necessary to deny access to Scaleup Finance’s Services outside the stated hours, this will be communicated in advance if possible.
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8. Intellectual property rights‍8.1 Subject to the Customer’s prior acceptance, Scaleup Finance is entitled to use the Customer’s trademark, including use of logo on Scaleup Finance’s Website and in other marketing-related activities concerning Scaleup Finance’s Services, provided that such use is in accordance with good business conduct.

8.2 The software and underlying algorithms and report formats provided by Scaleup Finance through the Services are protected by copyright law and other intellectual property rights and belong to or are licensed to Scaleup Finance as the case may be. The Customer is not entitled to remove, change or destroy any kind of indication of copyright, trademarks or other rights placed in Scaleup Finance’s Services or constituting an integral part of the Services. The Customer must inform Scaleup Finance in case of any actual or potential infringement of Scaleup Finance’s rights or unauthorised use of Scaleup Finance’s Services that comes to the Customer’s attention.

8.3 There is no transfer of rights to the Customer, who obtains only a licensing right on the agreed conditions, cf. clause 5. The licensing right includes the Customer’s usual use of Scaleup Finance’s Services, also including the right to print, copy and download the contents of such services for its own use, insofar as it is not contrary to Scaleup Finance’s copyrights.

8.4 In relation to material uploaded by the Customer, and all the Customer’s data generated through use of the Services, the Customer gives Scaleup Finance and its suppliers a global licence to meet all obligations under the Agreement. The Customer’s data will thus always belong to the Customer, including after the Agreement expires and as long as the Customer respects clause 8.2. The Customer guarantees that any uploaded material does not infringe any third-party rights and does not contain material that may be offensive or in contravention of current laws and regulations. 
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9. Assignment of the Agreement
‍9.1 Scaleup Finance is entitled to assign its rights and obligations under the Agreement to (i) a group company or (ii) a third party in connection with a transfer of business.

9.2 The Customer is not entitled to assign the Agreement, in whole or in part, to a third party without prior written consent from Scaleup Finance.
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10. The responsibility and obligations of Scaleup Finance
‍10.1 Scaleup Finance undertakes and agrees to perform all Services in a professional and diligent manner and to a standard expected of an expert in the field of the Services. 

10.2 Scaleup Finance Aps agrees that all Services will be rendered by it as an independent contractor and that the Agreement between Scaleup Finance and the Customer does not create an employer-employee relationship. Furthermore, the Agreement shall in no case be construed to create or give rise to any agency, distributorship, partnership or joint venture between Scaleup Finance and the Customer. All such relationships are hereby expressly excluded.

10.3 Scaleup Finance shall have no authority to bind or act on behalf of the Customer without having obtained the prior consent of the Customer.

10.4 Scaleup Finance shall at its own cost and under its own responsibility provide all personnel, materials, and equipment necessary to perform the Services unless otherwise agreed in writing. The Customer shall at its sole discretion and subject to confidentiality of the agreement provide to Scaleup such access to its information, personnel and premises as may be reasonably requested by Scaleup Finance Aps upon reasonable notice and which access is strictly necessary to permit Scaleup Finance to perform the Services.
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11. Prevention of money laundering‍11.1 Scaleup Finance ApS is subject to the Danish Act on Measures to Prevent Money Laundering and Financing of Terrorism. 
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11.2 By law, Scaleup Finance ApS is required to collect and store Customers’ identity information. When entering into an Agreement, Scaleup Finance ApS is thus required to obtain the Customer’s central business registration number as well as other types of identity information, depending on the type of business involved (e.g. Danish company, foreign company, shareholder structure, foundation, partnership, etc.).

11.3 If necessary, Scaleup Finance ApS will obtain identity information about the Customer or its shareholders. 

11.4 If Scaleup Finance ApS suspects that Customers are linked to money laundering or financing of terrorism, Scaleup Finance ApS is required to investigate the matter. In this connection, Scaleup Finance ApS is also required to notify the State Prosecutor for Serious Economic and International Crime or the Danish Financial Supervisory Authority.
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12. Liability‍12.1 Scaleup Finance is liable according to the general rules of Danish law on damages in contract with the limitations following from the below clauses.

12.2 Scaleup Finance and its sub-suppliers, distributors and other business partners have no liability for the Customer’s indirect loss or damage or consequential losses, including loss of data, business interruption loss and business disruption, loss of time, loss of profits or other indirect losses that may arise in connection with the Agreement, including for example if Scaleup Finance’s Services are not accessible irrespective of cause.

12.3 Scaleup Finance is not responsible for inaccurate data provided by the Customer or third parties contracted by the Customer. Thus, Scaleup Finance cannot be held responsible for the accuracy, completeness, quality and reliability of its Services if the error lies in such inaccurate data.

12.3 Except in the case of wilful intent or gross negligence, Scaleup Finance’s total liability is limited to the Customer’s aggregate payment in the last twelve (12) months before the liability arises. The limitation includes all amounts, e.g. subscription repayment claims and any direct losses.
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13. Confidentiality‍13.1 Scaleup Finance shall keep secret all information that may come to their knowledge about the Customer because of the Agreement.
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13.2 The duty of confidentiality does not comprise information that must be considered common knowledge or available to the public. The duty of confidentiality is subordinate to any duty of disclosure under applicable law or by stock exchange rules or pursuant to any order of court or other competent authority or tribunal. The duty of confidentiality does not prevent Scaleup Finance in disclosing information to its legal advisors or other third parties if such third parties are bound by identical confidentiality provisions in a contract, (e.g. a data processor agreement) or by law and the disclosure is necessary for pursuing a legitimate interest or delivering the Services to the Customer.
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13.4 If Scaleup Finance becomes required to disclose confidential information, Scaleup Finance must consult the Customer prior to the disclosure, unless such consultation would go against the law, cf. e.g. clause 11.4.
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13.5 The duty of confidentiality is not limited in time.
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14. Amendments to the Standard Terms and Conditions‍14.1 Scaleup Finance is entitled to amend the Standard Terms and Conditions if such amendments and/or updates reflect usual provisions in B2B agreements. The Standard Terms and Conditions are always available on the Website. Scaleup Finance endeavours to give reasonable notice to the Customer in case of material amendments to the Standard Terms and Conditions, typically one (1) month’s notice. In case of amendments that may result in deterioration of the Customer’s terms in the Agreement, written acceptance from the Customer is required. After receipt of a notice of material amendments to the Standard Terms and Conditions that may require the Customer’s acceptance, the Customer has ten (10) days to object. Any objection not resulting in a mutual agreement is considered termination on the part of Scaleup Finance. If the Customer does not object in time or accept the amendments, continued use of Scaleup Finance’s Services will be considered acceptance after the expiry of the ten (10) days.

15. Disputes‍15.1 The Agreement is subject to Danish law. Any dispute arising from or in connection with the Agreement is settled with the Copenhagen City Court as venue.