Acubiz General Terms and Conditions
Version October 2026 and version March 2026, last updated 01-10-2026
Table of Contents
General Terms and Conditions – applicable to customer relationships established on or after 1 October 2026
Visma Acubiz A/S
CVR: 20 95 05 87
Gærtorvet 1-5
1799 København V
Denmark
(hereinafter referred to as “Acubiz”)
General terms and conditions
The following sales and delivery terms with associated appendices (the "General Terms and Conditions") constitute, along with Acubiz' quotation, contract, and any addendums, an integral part of the contract for the supply and provision of software, products, or services (collectively referred to as the "Service") agreed upon between any customer (the "Customer"), unless otherwise specifically agreed, and Acubiz (collectively referred to as the "Agreement").
These General Terms and Conditions apply to customer relationships established on or after 1 October 2026. For customer relationships established before this date, the previous version of the General Terms and Conditions applies until otherwise agreed.
Acubiz reserves the right to amend the General Terms and Conditions at any time, including any amendments resulting from the legislation, due to new factual or private legal matters, or in connection with updates to the Service. The current General Terms and Conditions can be found at:
acubiz.com/legal/acubiz-general-terms-and-conditions/
Significant changes to prices (other than price adjustments pursuant to Appendix 1), terms, and conditions will be notified with a minimum of 30 days' notice.
When entering into the Agreement, both parties are prevented from relying on or invoking information that is not explicitly stated in the Agreement. This includes previous promises, negotiations, or information about the functionality of the Service.
Any additions or amendments to the Agreement shall only be valid if both parties have agreed on them in writing.
1. Pricing and Payment Terms
Prices and payment terms are set out in the quotation sent to the Customer and in Appendix 1 of the General Terms and Conditions entitled "Prices and Payment Terms".
In the event of the Customer's non-payment or late payment, Acubiz reserves the right to suspend the Customer's access to the Service or restrict access to viewing only (read-only), and to charge default interest in accordance with the Danish Interest Act. If the matter is not rectified within a reasonable time, Acubiz may furthermore terminate the Customer's right to use the Service, cf. section 8.
2. Copyright and Property Rights
Acubiz or Acubiz' licensor is the owner of all rights, including copyrights, trademark rights, and other intellectual property rights, in the Service (including any individual or general adaptations that may have been made), including design, software, graphics, and logos.
For as long as the Agreement remains in force, the Customer has a non-exclusive, non-transferable right to use the Service on the terms otherwise agreed (the "Licence"). The Customer is not entitled to use the Service after the expiry or termination of the Agreement.
The Customer is not entitled to make changes to or copy the Service under the Licence unless specific consent is given by Acubiz. However, the Customer is entitled to make customary backup copies to the extent that such copying is solely for the purpose of archiving or backup during the term of the Agreement.
The Customer shall follow Acubiz' reasonable instructions with respect to the Service's practical use and integration into existing systems.
Acubiz is entitled to use the general knowledge acquired in the development of the Service for the Customer in further development and/or further customisation of the Service in any respect or otherwise.
The Customer shall not reverse engineer, decompile or disassemble the Service, or otherwise attempt to derive the source code of the Service or any part thereof.
The Customer owns the Customer Data and any intellectual property rights therein. Acubiz is only entitled to process Customer Data in accordance with the Agreement and the Data Processing Agreement, including Acubiz' right to use Customer Data in anonymised form, cf. section 6.
3. Delivery and Implementation
The Service is deemed to be delivered to the Customer when the Customer has been given access to the system (the "Delivery Time"). The Service shall not be deemed to have been delivered if the Service is defective in such a way that a feature or function that, based on the Agreement or the context, must be considered critical to the Customer, is either unavailable or can only be used with great difficulty and these errors are not due to the Customer's circumstances ("Critical Errors"), and the Customer points out these Critical Errors to Acubiz within 5 working days after the Delivery Time. If a workaround can be provided or temporary error correction can be implemented, the error is not considered a critical error. In the event of Critical Errors pointed out by the Customer, Acubiz shall rectify these within a reasonable time. Completed delivery cannot be refused based on non-critical errors or defects.
The Service, in the form of services other than implementation services, is provided on an ongoing basis and will thus be delivered to the Customer in accordance with the Agreement.
Errors or defects for which Acubiz is responsible, will be remedied in accordance with section 4 (Support) or by the release of general updates in accordance with section 5 (Maintenance and Availability).
4. Support
Acubiz' solutions include support for all Super Users/Administrators, i.e. the users who are connected to the Service with this role and who have completed the relevant user training.
New Super Users/Administrators who are connected to the Service after the Delivery Time must complete a brush-up course with Acubiz as a precondition for being covered by support under this section. Existing Super Users/Administrators may purchase a brush-up course at any time.
In addition, Acubiz provides full support for Super Users/Administrators for any system errors that affect the solution and functionalities, including
- Import and export of data
- Connectivity issues (network access, APIs, server connections, etc.) related to connections provided by Acubiz
- Actual breakdowns
If a situation arises where the Super User/Administrator needs help and guidance, there are several options: (1) Acubiz Help Center as a self-service portal containing FAQs, guides and operational information, (2) creating a support ticket via the Acubiz website, (3) contacting the support team by telephone. Complicated cases are escalated to the right experts in Acubiz, and the Super User/Administrator will receive feedback as soon as the issue is resolved.
The following enquiries and support cases are not included in the agreement and are invoiced according to the current prices in Appendix 1: Prices and payment terms.
Enquiry | Description |
Enquiries from end users | Only enquiries from Super Users/Administrators are included in Acubiz support. When end users enquire, they will always be referred to the Customer's Super User(s)/Administrator(s). |
Guidelines available in the Help Center | Support that can be resolved with a guide from the Acubiz Help Center is not included in the support agreement, regardless of whether the enquiry comes from a Super User/Administrator. |
Third-party e-transaction integrations | If the solution fails due to missing or incorrect data from a third-party supplier, Acubiz cannot provide support. Please refer to the data provider. |
Help with setup and configuration changes after commissioning | Support for new configurations or features that were not part of the original setup is invoiced according to the current price list. |
Technical troubleshooting | Troubleshooting and subsequent remediation in situations where the Customer has had special customisations made in the solution, and where it is necessary to troubleshoot these customisations, is a billable service. If it is determined that neither the troubleshooting nor the solution is affected by the customisation, no charges will be applied. |
Other | Deletion of data according to a specific written instruction (deletion request), cf. the Data Processing Agreement, Appendix C, C.4. Problems with login to the platform due to user error (and not system technical errors). |
5. Maintenance and Availability
Acubiz will continuously provide the Customer with general updates to the Service in the form of improvements, changes, minor system changes, or new versions of the Service (collectively referred to as "Updates"). These Updates are made available to the Customer without separate remuneration. Updates may occur with or without notice and may affect the Service, including information and data uploaded to or provided by the Service.
Every effort is made to perform Updates with the least possible inconvenience to the Customer. In some cases, it may be necessary to temporarily close access to the Service while Updates are being implemented. In these cases, Acubiz will, to the greatest extent possible, inform the Customer in advance via the Acubiz Help Center.
Acubiz endeavours to achieve high operational stability for the Service but does not guarantee this.
5a. SLA
Acubiz shall use commercially reasonable efforts to ensure that the Service performs as described in the relevant documentation for the Service during the term of the Agreement, provided that the Service is correctly configured and updated to a supported version. The Customer acknowledges that the Service and its delivery will not be entirely free of errors, and that improvement of the Service is a continuous process.
If the Service does not perform in accordance with the limited warranty in this section, Acubiz shall, at its own expense, rectify confirmed errors or defects in the Service. "Confirmed errors or defects" means errors or defects that can be reproduced by Acubiz and/or have been confirmed through Acubiz' support channels, and which occur during the term of the Agreement. Acubiz may choose to replace the affected function instead of correcting the error.
If the confirmed error or defect is of a material nature – i.e. the Customer's ability to use the Service is significantly reduced – and Acubiz does not correct or replace it within a reasonable time, the Customer may terminate the subscription for the affected Service. Unless otherwise expressly stated herein, the Customer may not make any further claims against Acubiz in respect of such errors or defects.
6. Data Handling in the Acubiz Service
Acubiz is responsible for daily (Monday-Friday) retrieving of electronic transactions from data providers, uploading such transactions on servers, and for continuously loading the transactions into the Customer's setup of the Acubiz Service if the Customer has opted for this. Acubiz is only responsible for the transport of the transactions and not for the content of individual data files. The Customer shall bear any costs that may be associated with Acubiz' or the Customer's business partners' correction of faulty data files. Likewise, the Customer is responsible for all costs associated with the creation of EAN numbers and similar tasks related to the Customer's own suppliers.
Acubiz reserves the right to use the Customer's data in anonymised form, e.g., for statistical purposes or to improve the user experience, and otherwise, with respect to the Data Processing Agreement as part of the Agreement.
7. Effective date and Termination of Contract
The Agreement becomes effective once it has been signed by both parties and continues until it is terminated.
The Agreement runs for periods of 12 months at a time, calculated from the effective date (the "Principal Due Date"). The Agreement is automatically renewed for further periods of 12 months at a time, unless terminated by either party with at least 6 months' written notice to the end of the current 12-month period.
Notice of termination shall be given by written notice to termination.acubiz@visma.com.
7a. Termination in accordance with the Data Act
If the Customer, pursuant to the provisions of the Data Act (EU 2023/2854), terminates the Agreement before the expiry of an agreed non-termination period or with a shorter notice than stated in section 7, Acubiz shall be entitled to compensation equivalent to the agreed fees for the remainder of the agreement period, reduced by the costs saved by Acubiz as a result of the premature termination of the Agreement.
The Customer's rights and Acubiz' obligations in connection with switching provider under the Data Act are set out in the Acubiz Help Center:
support.acubiz.com/hc/en-us/articles/30637022320156-Data-Act-and-Acubiz
Compensation under the above does not constitute a switching charge.
8. Breach of Contract and Liability
Acubiz shall under no circumstances be liable to the Customer for its indirect losses, including but not limited to its loss of turnover, loss of expected profits, loss of reputation, loss of market position, and loss of data since the last backup. Furthermore, Acubiz' total liability for losses incurred by the Customer, which are not due to gross negligence or wilful misconduct on the part of Acubiz, is limited to an amount corresponding to the Customer's total payments made to Acubiz during the last 12 months prior to the event giving rise to liability, however, not exceeding DKK 250.000 in total for all events giving rise to liability occurring during the period in question.
Acubiz is not responsible for Customer Data, including its content, ownership or validity, or for the Customer's use of or other activities performed on Customer Data.
In all cases and notwithstanding any other provision, Acubiz shall not be liable for, and the Customer shall have no claims or remedies in respect of, any matters arising out of (i) changes to the Service made by anyone other than Acubiz, (ii) the specific use of the Service in connection with third-party software or hardware, (iii) customisations made in accordance with Customer's specific requirements, or (iv) that the Customer does not use one of the latest two versions of the Service.
In the event that a party is in material breach of its obligations to the other party and the non-breaching party wishes to terminate the Agreement, the non-breaching party shall inform the breaching party of the alleged breach and its intention to terminate the Agreement by written notice.
The breaching party shall have 30 days from receipt of the notice from the non-breaching party to remedy adequately. If adequate remedy is provided before the expiry of the time limit, the non-breaching party's right to assert the breach in any respect shall lapse. It is clarified that the Customer's non-payment, including the Customer's insolvency or bankruptcy, will always constitute a material breach.
8a. Indemnification
Acubiz shall defend the Customer against any claim by a third party that the Customer's use of the Service in accordance with the Agreement infringes a third party's patent, copyright or other intellectual property right, provided that the Customer promptly notifies Acubiz of the claim, gives Acubiz control of the legal proceedings and settlement negotiations, and otherwise cooperates with Acubiz in this regard. Acubiz may in such case, at its own option, (i) modify the Service so that it is no longer infringing, (ii) replace the Service with something functionally equivalent, (iii) obtain a licence for the Customer's continued use, or (iv) terminate the Customer's right to use the affected Service. The Customer may not make any further claims in this regard.
The above does not apply if the claim is due to the Customer's use of the Service in breach of the Agreement, or to changes, integrations or customisations not carried out by Acubiz.
Conversely, the Customer shall indemnify Acubiz against claims from third parties arising from Customer Data or the Customer's use thereof in breach of the Agreement or applicable law, including claims arising from the Customer's breach of its obligations regarding the processing of personal data.
9. Force Majeure
Neither Acubiz nor the Customer shall be liable to each other for circumstances beyond the control of the party, which should not have been taken into account at the time of the conclusion of the Agreement and which could not have been avoided or overcome with reasonable endeavours. Such circumstances are referred to as Force Majeure.
Force Majeure may include, for example, earthquakes, riots, labour disputes, pandemics, new or amended legislation concerning the internet, governmental or EU sanctions, and cyberattacks that Acubiz has not been able to prevent by reasonable measures. It is also considered Force Majeure if Acubiz is prevented, in whole or in part, temporarily or indefinitely, from fulfilling its obligations as a result of legislation, directives or regulations that are changed at short notice, or new legislation adopted after the Service has been made available.
If a subcontractor of Acubiz, as a result of a Force Majeure event, extraordinarily increases its prices towards Acubiz, or Acubiz is consequently required to switch to a subcontractor with higher prices in order to maintain delivery of the Service, Acubiz may adjust its Prices accordingly upon notice.
Force Majeure can only be invoked if the party concerned has notified the other party within five working days of the occurrence of the Force Majeure event.
If, as a result of Force Majeure, the fulfilment of the Agreement is prevented for more than 30 consecutive days, each party is entitled to terminate the Agreement in whole or in part without notice.
10. References
Acubiz is entitled to use the Customer as a reference in its marketing.
11. Confidentiality
Material exchanged between the parties under the Agreement and information about a party that may come to the knowledge of the other party as a direct result of the contractual relationship is subject to confidentiality to the extent that the material or information may reasonably be assumed to be of a confidential nature ("Confidential Information").
The parties are not entitled to disclose each other's Confidential Information, as referred to above, to third parties unless
- disclosure is made to a party's own advisors who have independently undertaken to keep the information confidential;
- the disclosure is justified because the information has already been made publicly available without this being due to a breach of the obligation of confidentiality;
- the information was already lawfully known to the other party upon receipt without confidentiality restrictions;
- the other party has consented to the disclosure; or
- the information must be made available to third parties pursuant to a court order or an order of a public authority.
Confidentiality is mutually unlimited in time regardless of any termination of the Agreement.
The parties are mutually obliged to ensure that their employees adhere to confidentiality obligations that complement the confidentiality obligations that apply between the parties.
The parties shall mutually return any material that has the character of confidential information in connection with the termination of the Agreement. Similarly, Acubiz shall, at the Customer's request, delete stored information belonging to the Customer to the extent that Acubiz is not required to retain the information by law or by order of a court or public authority.
11. Notifications
Where the contractual basis requires written notification, e-mail addressed to the Customer or Acubiz at the e-mail addresses stated in the Agreement shall be used. Other types of notices are not considered "written notices" under the Agreement. Notice of termination is, however, exempt from this provision and shall be given in accordance with section 7.
The Customer is at all times obliged to provide Acubiz with up-to-date contact details, including a primary e-mail address, for a contact person responsible for the ongoing communication with Acubiz regarding the Agreement. Unless otherwise expressly stated, all notices are deemed delivered and effective from the time they are sent by Acubiz.
12. Transferability of the Agreement
Neither party may assign its rights and/or obligations under the Agreement to a third party without the other party's written consent. However, Acubiz is entitled, without the Customer's consent, to transfer its rights and obligations under the Agreement (i) to another company in the Visma Group or (ii) to a third party in connection with a transfer of Acubiz' business or a significant part thereof.
13. Jurisdiction and Governing Law
The Agreement is governed by Danish law. Disputes between the parties that may arise in connection with the Agreement, including but not limited to disputes concerning the validity or existence of the Agreement and which the parties cannot resolve amicably, shall be settled by arbitration in accordance with the rules applicable at any time from the Danish Institute of Arbitration. The legal language is Danish and the seat of arbitration is in Copenhagen.
The parties agree not to bring any claims arising out of or in connection with the Agreement more than one year after the termination of the Agreement.
Appendix 1: Prices and payment terms
All prices are in Danish kroner (DKK), excluding VAT. Prices updated as of 01-01-2026.
Payment terms and conditions
Payment terms are net 30 days.
In the event of late payment, Acubiz will issue a payment reminder. If payment remains outstanding, Acubiz will issue reminder notices subject to a fee of DKK 100 per notice. Acubiz furthermore reserves the right to charge interest in accordance with the Danish Interest Act.
Consultancy services
Consultancy services are invoiced according to the standard prices current at any given time.
Hourly rate: DKK 1,600
End user support
Support enquiries from end users are invoiced according to the standard prices current at any given time.
End user support: DKK 800
Price Adjustment
Acubiz reserves the right to perform an annual price adjustment in accordance with the Danish Net Price Index (NPI). The price adjustment will take place annually in January.
General Terms and Conditions – applicable to customer relationships established before 1 October 2026
Table of Contents
- General terms and conditions
- 1. Pricing and Payment Terms
- 2. Copyright and Ownership Rights
- 3. Delivery and Implementation
- 4. Support
- 5. Maintenance and Availability
- 6. Data Handling in the Acubiz Service
- 7. Effective date and Termination of Contract
- 8. Breach of Contract and Liability
- 9. Force Majeure
- 10. Other Conditions
- 11. Notifications
- 12. Transferability of the Agreement
- 13. Jurisdiction and Law
General terms and conditions
The following sales and delivery terms with associated appendices (the "General Terms and Conditions") constitute, along with Acubiz' quotation, contract, and any addendums, the integral part of the contract for the supply and provision of software, products, or services (collectively referred to as the "Service") agreed upon between any customer (the "Customer"), unless otherwise specifically agreed, and Acubiz (collectively referred to as the "Agreement").
These General Terms and Conditions apply to customer relationships established before 1 October 2026. For customer relationships established on or after this date, the General Terms and Conditions of October 2026 apply.
Acubiz reserves the right to amend the General Terms and Conditions from time to time for reasons including any amendments resulting from the legislation, due to new factual or private legal matters, or in connection with a change in the Service. The current General Terms and Conditions can be found at:
acubiz.com/legal/acubiz-general-terms-and-conditions/
Significant changes to prices, terms, and conditions will be disclosed to the Customer within a minimum of 30 days' notice.
When entering into the Agreement, both parties are prevented from relying on or invoking information that is not explicitly stated in the Agreement. This includes previous promises, negotiations, or information about the functionality of the Services.
Any additions or amendments to the Agreement shall only be valid if both parties have explicitly agreed on them in writing.
1. Pricing and Payment Terms
Prices and payment terms are set out in the quotation sent to the Customer and in Appendix 1 of the General Terms and Conditions entitled "Prices and Payment Terms".
2. Copyright and Ownership Rights
Acubiz or Acubiz' licensor is the owner of all rights, including copyrights, trademark rights, and other intellectual property rights, in the Service (including any individual or general adaptations that may have been made), including design, software, graphics, and logos.
For as long as the Agreement remains in force, the Customer has a non-exclusive, non-transferable right to use the Service on the terms otherwise agreed (the "Licence"). The Customer is not entitled to use the Service after the expiry or termination of the Agreement.
The Customer is not entitled to make changes to or copy the Service under the Licence unless specific consent is given by Acubiz. However, the Customer is entitled to make customary backup copies to the extent that such copying is solely for the purpose of archiving or backup during the term of the Agreement.
The Customer shall follow Acubiz' reasonable instructions with respect to the Service's practical use and integration into existing systems.
Acubiz is entitled to use the general knowledge acquired in the development of the Service for the Customer in further development and/or further customisation of the Service in any respect or otherwise.
3. Delivery and Implementation
The Service is deemed to be implemented at the Customer when Acubiz has notified the Customer that it has been prepared and put into operation at the Customer (the "Implementation Time"). Implementation shall not be deemed to have taken place if the Service is defective in such a way that a feature or function that, based on the Agreement or the context, must be considered critical to the Customer, is either unavailable or can only be used with great difficulty and these errors are not due to the Customer's circumstances ("Critical Errors"), and that the Customer within 5 working days after the Implementation Time points out these Critical Errors to Acubiz. If a workaround can be provided or temporary error correction can be implemented, the error is not considered a critical error. In the event of Critical Errors pointed out by the Customer, Acubiz shall rectify these within a reasonable time. Completed implementation cannot be refused based on non-critical errors or defects.
The Service, in the form of services other than implementation services, is provided on an ongoing basis and will thus be delivered to the Customer in accordance with the Agreement.
Any remedied defects or errors that the parties are aware of at the Implementation Time shall be listed in a separate list of defects to be agreed upon by both parties (the "Defect List"). Non-inclusion in the Defect List does not imply that the Customer waives any right to demand that such defects and/or errors be remedied, unless Acubiz can prove that they were or should have been known to the Customer at the Implementation Time.
Errors or defects for which Acubiz is responsible, will be remedied in accordance with section 4 (Support) or by the release of general updates in accordance with section 5 (Maintenance and Availability).
4. Support
In connection with the operation of Acubiz' solutions, support is included for all Pro-users, i.e., the finance, administrator and statistics users, who are connected to the Acubiz solution and who, prior to commissioning, have undergone Pro-user training.
Read more about Pro-user licenses here:
https://support.acubiz.com/hc/en-us/articles/208477338-Roles-that-can-be-assigned-to-users-in-Acubiz
In addition, Acubiz provides full support for Pro-users for any system errors that affect the solution and functionalities, including
- Import and export data
- Connectivity issues (network access, APIs, server connections, etc.)
- Actual breakdowns
If a situation arises where the Pro-user needs help and guidance, there are several options:
- Acubiz Help Center (https://support.acubiz.com/hc/en-us) is the Pro-user's 'first aid'. Acubiz Help Center is a self-service portal containing FAQs, guides and tutorials, current operational information, and an overview of planned system work.
If the answer cannot be found in Acubiz Help Center, the Pro-user can:
- Create a support ticket directly via the Acubiz website
- Call our support team
If it's a complicated support case, it will be forwarded to the right experts in Acubiz, and the Pro-user will receive feedback as soon as the issue is resolved, or we can provide detailed guidance.
The following enquiries and support cases are not included in the agreement and are invoiced according to the current prices in Appendix 1: Prices and payment terms.
|
Enquiry from end users |
|
|
Guidelines available in the Acubiz Help Center |
|
|
Third party e-transaction integrations |
|
|
Help with setup and configuration changes after commissioning (and Pro-user training) |
|
|
Technical troubleshooting |
| Troubleshooting and subsequent remediation in situations where the Customer has made special customisations in the solution, and where it is necessary to troubleshoot these customisations, is a billable service. However, if it is determined that neither the troubleshooting nor the solution is affected by the customizations, no charges will be applied. |
|
Other |
|
5. Maintenance and Availability
Acubiz will continuously provide the Customer with general updates on the Service in the form of improvements, changes, minor system changes, or new versions (collectively referred to as "Updates"). These Updates are made available to the Customer without separate remuneration. Updates may occur with or without notice and may affect the Service, including information and data uploaded to or provided by the Service.
If customer-specific customisations of the Service are affected by Updates that are not customer-specific, the re-implementation of these will be invoiced separately in accordance with Acubiz' current hourly rates, upon further agreement. However, the re-implementation of the customer-specific customisations in Updates, which serve to remedy a defect in the Service for which Acubiz is responsible to the Customer, will be free of charge to the Customer.
Every effort is made to perform Updates with the least possible inconvenience to the Customer. In some cases, it may be necessary to temporarily close access to the Service while Updates are being implemented. In these cases, Acubiz will, as long as possible, inform the Customer in advance.
If the Customer opts out of the implementation of two consecutive Updates, subsequent Updates may only be implemented in accordance with a separate agreement.
Acubiz endeavours to achieve high operational stability for the Service but does not guarantee this.
6. Data Handling in the Acubiz Service
Acubiz is responsible for daily (Monday-Friday) retrieving of electronic transactions from data providers, uploading such transactions on servers, and for continuously loading the transactions into the Customer's setup of the Acubiz Service if the Customer has opted for this. Acubiz is only responsible for the transport of the transactions and not for the content of individual data files. The Customer shall bear any costs that may be associated with Acubiz' or the Customer's business partners' correction of faulty data files. Likewise, the Customer is responsible for all costs associated with the creation of EAN numbers and similar tasks related to the Customer's own suppliers.
Acubiz reserves the right to use the Customer's data in anonymised form, e.g., for statistical purposes or to improve the user experience, and otherwise, with respect to the Data Processing Agreement as part of the Agreement.
7. Effective date and Termination of Contract
The Agreement becomes effective once it has been signed by both parties and continues until it is terminated.
The Agreement can be mutually terminated with 6 months' written notice to the end of a calendar month. Notice of termination can be given no earlier than 12 months after the effective date and thus no earlier than 18 months after the effective date.
Termination in accordance with the Data Act
If the Customer, pursuant to the provisions of the Data Act (EU 2023/2854), terminates the Agreement before the expiry of an agreed non-termination period or with a shorter notice than stated in section 7, Acubiz shall be entitled to compensation equivalent to the agreed fees for the remainder of the agreement period, reduced by the costs saved by Acubiz as a result of the premature termination of the Agreement.
8. Breach of Contract and Liability
Acubiz shall under no circumstances be liable to the Customer for its indirect losses, including but not limited to its loss of turnover, loss of expected profits, loss of reputation, loss of market position, and loss of data since the last backup. Furthermore, Acubiz' total liability for losses incurred by the Customer, which are not due to gross negligence or wilful misconduct on the part of Acubiz, is limited to an amount corresponding to the Customer's total payments made to Acubiz during the last 12 months prior to the event giving rise to liability, however, not exceeding DKK 250.000 in total for all events giving rise to liability occurring during the period in question.
In all cases and notwithstanding any other provision, Acubiz shall not be liable for, and the Customer shall have no claims or remedies in respect of, any matters arising out of (i) changes to the Service made by anyone other than Acubiz, (ii) the specific use of the Service in connection with third-party software or hardware, (iii) customisations made in accordance with Customer's specific requirements, or (iv) that the Customer does not use one of the latest two versions of the Service.
In the event that a party is in material breach of its obligations to the other party and the non-breaching party wishes to terminate the Agreement, the non-breaching party shall inform the breaching party of the alleged breach and its intention to terminate the Agreement by written notice.
The breaching party shall have 30 days from receipt of the notice from the non-breaching party to remedy adequately. If adequate remedy is provided before the expiry of the time limit, the non-breaching party's right to assert the breach in any respect shall lapse. It is clarified that the Customer's non-payment, including the Customer's insolvency or bankruptcy, will always constitute a material breach.
9. Force Majeure
Neither Acubiz nor the Customer shall be liable to each other for circumstances beyond the control of the party, which should not have been taken into account at the time of the conclusion of the Agreement and which could not have been avoided or overcome with reasonable endeavours. Such circumstances are referred to as Force Majeure.
Force Majeure can only be invoked if the party concerned has notified the other party within five working days of the occurrence of the Force Majeure event.
If, as a result of Force Majeure, the fulfilment of the Agreement is prevented for more than 30 consecutive days, each party is entitled to terminate the Agreement in whole or in part without notice.
10. Other Conditions
References
Acubiz is entitled to use the Customer as a reference in its marketing.
Confidentiality
Material exchanged between the parties under the Agreement and information about a party that may come to the knowledge of the other party as a direct result of the contractual relationship is subject to confidentiality to the extent that the material or information may reasonably be assumed to be of a confidential nature ("Confidential Information").
The parties are not entitled to disclose each other's Confidential Information to third parties unless (I) disclosure to a party's own advisors who have independently undertaken to keep the information confidential; (II) the disclosure is justified because the information has already been made publicly available without this being due to a breach of the obligation of secrecy; (III) the information was already lawfully known to the other party upon receipt without confidentiality restrictions; (IV) the other party has consented to the disclosure; or (V) the information must be made available to third parties pursuant to a court order or an order of a public authority.
Confidentiality is mutually unlimited in time regardless of any termination of the Agreement.
The parties are mutually obliged to ensure that their employees adhere to confidentiality obligations that complement the confidentiality obligations that apply between the parties.
The parties shall mutually return any material that has the character of confidential information in connection with the termination of the Agreement. Similarly, Acubiz shall, at the Customer's request, delete stored information belonging to the Customer to the extent that Acubiz is not required to retain the information by law or by order of a court or public authority.
11. Notifications
Where the contractual basis requires written notification, a registered letter or e-mail addressed to the Customer or Acubiz at the addresses stated in the Agreement shall be used. Other types of notices are not considered "written notices" under the Agreement.
12. Transferability of the Agreement
Neither party may assign its rights and/or obligations under the Agreement to a third party without the other party's written consent. However, Acubiz is entitled, without the Customer's consent, to transfer its rights and obligations under the Agreement (i) to another company in the Visma Group or (ii) to a third party in connection with a transfer of Acubiz' business or a significant part thereof.
13. Jurisdiction and Law
The agreement is governed by Danish law. Disputes between the parties that may arise in connection with the Agreement, including but not limited to disputes concerning the validity or existence of the Agreement and which the parties cannot resolve amicably, shall be settled by arbitration in accordance with the rules applicable at any time from the Danish Institute of Arbitration. The legal language is Danish and the seat of arbitration is in Copenhagen.