1. Inspection Cloud

Inspection Cloud (the “System”) is a web service platform managed and hosted by EasyInspect offering to its customer (the “Customer”) an online access solution tailored according to the specific requirements of the Customer. The System provides the customer with the possibility to conduct visual inspections of infrastructure through inspection cloud facilitation tools to analyse and structure images for faster and better issue detection. 

In addition to, and associated with, the System EasyInspect offers a number of system modules (“Modules”) containing services and features which can be licensed individually by the Customer, cf. Appendix A.

This SaaS agreement (the Agreement”) sets forth the license terms and conditions under which EasyInspect will provide its services and make the System and Modules available to the Customer on the day the Agreement comes into effect (the “Effective Date”).

2. License

Contingent upon the Customer paying the applicable license fees and complying with the entire Agreement, the Customer is granted a personal, non-transferable, non-sublicensable and non-exclusive right to access and use the System and applicable Modules in the period of time for which the Customer has paid the relevant license fees.

The Customer may, however, provide access for employees of the Customer and for a third party (e.g. professional surveyor) to the System Modules on behalf of the Customer. The access and use of the System and Modules by any such employee or third party shall be subject to the Agreement, and the access to the Customer’s data and files in the System shall be at the sole responsibility of the Customer. The Customer shall be liable for payment of all fees relating to the employees and a third party’s usage of the System Modules. The Customer shall be responsible for terminating the use of the System and Modules by an employee and/or a third party when the use is no longer relevant for the Customer.

In so far as the license offers to the Customer access to integrate the System in conjunction with the Customer’s own proprietary application, programme and/or services, the Customer shall be responsible for the use of the Customer’s own proprietary application and any integration with the System portal. EasyInspect may at any time alter the integration facilities of the System during the term of the Agreement.

3. License Fees and Payment

License fees and prices are set out in Appendix A. The prices are quoted exclusive of VAT. 

Invoices will be sent to the Customer electronically in PDF format. Payment shall be effected by payment transferral based on valid credit card or bank transferral. Payment shall take place no later than 8 days from the date of the invoice unless otherwise provided in this clause 3.

The license fees consist of recurring subscription fees and usage-based fees (usage fees) based on consumption:  

3.3.1. The subscription fees are invoiced annually for one year (365 days) in advance. The initial subscription fees are invoiced on the Effective Date for the first year (365 days). 

The subscription fees for additional modules and add-on products are invoiced from the day they are made available to the Customer. However, the initial additional subscription fees for additional modules and add-on products are invoiced only for the period until the day the subscription fees fall due cf. clause 3.3.1.

The usage-based fees based on the past month’s consumption are invoiced on the first day of each month with due payment on the day of invoice. EasyInspect may choose to charge usage-based fees on account based on the Customer’s expected use. Also, EasyInspect may lay down a credit limit for the Customer’s use of the System, Modules and usage-based fees, and EasyInspect may require cash deposit/prepayment for the Customer’s use of the System’s/Modules’ features/applications whereby the Customer may exceed the credit limit. 

Additional services, including training, support and customized software development for the Customer will be invoiced separately according to EasyInspect’s applicable fees and prices.

EasyInspect may change the list of features and prices without notice in so far as such change is advantageous for the Customer. Reversely, the Customer may be notified of a change to the disadvantage of the Customer, including increased fees, with termination notice cf. clause 7.

In case of delay in payment, EasyInspect is entitled to interests from the date of maturity in accordance with the rate of the Danish law on interest.

The license fees may be adjusted automatically and without notice on a yearly basis with effect from the 1st of January in accordance with the annual increase of the Danish Net Price Index (in Danish: Danmarks Statistiks Nettoprisindeks) by December for the year in question or by 2% (the highest figure will apply). 

The Customer’s license right to access and use the System and Modules is at all times depending on a punctual payment of the license fees. Any delay in payment entitles may lead EasyInspect to suspend or, at the exclusive choice of EasyInspect, to terminate the Customer’s access and use of the System and Modules without notice.

4. Service, maintenance and support

4.1. There may be short intervals of time where the System and Modules may not be accessible due to maintenance or service. In so far as possible such maintenance will be announced in advance at the System website. If access to the System and/or Modules should fall below 99% for the calendar year, excluding periods of service and maintenance which have been notified in advance, the Customer will be offered a compensation in the form of a discount for the forthcoming subscription fee payment corresponding to the percentage of time (on an annual basis) the System has not been accessible.

The Customer will not be offered a compensation cf. clause 4.1 if the unaccessibility is caused of a downtime of a server, storage or another system, provided or integrated by the Customer. 

In association with license rights to the System and Modules, cf. clause 3, EasyInspect offers certain consultancy services against service fees billed by the hour or by quote. Such services may e.g. consist of i) assisting in setup and implementation of the System and Modules through screen sharing, e-mails and phone calls, and for certain customers onboarding as well as onsite training, ii) providing report template design and application hereof , iii) custom development for customers with the need to make custom integrations, and iv) assisting in re-exporting data from the System to a database chosen by the Customer.

5. Intellectual Property Rights

EasyInspect holds all rights, title, and interest in and to the System and Modules and any part and amendment hereof and addition hereto.

No other rights to the System and Modules have been granted, transferred or conveyed other than as explicitly provided in the Agreement. The Customer is not permitted to copy, reproduce, decompile, disassemble, reverse engineer, distribute, sell, license, display, modify, upload, store, transmit, create derivate works from or in any other way exploit the System and Modules if such use is not directly related to the permitted use according to the Agreement.

6. Data 

Data stored by the Customer in the System shall belong exclusively to the Customer, and the Customer may request for the data, or parts hereof, to be wire-exported to a database of the Customer. EasyInspect has the right, however, to retain the Customer’s data stored in the System until all due fees have been paid by the Customer. Also, EasyInspect may choose to delete all the Customer’s data in the event that the Customer has failed to pay any fees for more than 30 days after such fees have fallen due. Such deletion shall not affect EasyInspect’s claim for fees. The Customer accepts that EasyInspect may use the data for training purposes and for analysis in order to improve the services of EasyInspect provided that such data is anonymised and bears no reference to the Customer. EasyInspect shall not be restricted in any manner from its use of any learning resulting from its access to and use of the Customer’s Data, to provide, improve and market EasyInspect’s System and Modules, nor be restricted in any manner in the event of a merge or acquisition of EasyInspect or the System and Modules. EasyInspect is entitled to retain data necessary for the compliance of mandatory law.

By virtue of the Customer transferring data to the System, EasyInspect may come into possession of personal data relating to the employees of the Customer and other physical persons. Under the Danish Act on Protection of Data (in Danish: “Persondataloven”) EasyInspect shall be regarded as the data processor of such data. Hence, EasyInspect undertakes to handle the data with due respect to the instructions of the Customer and according to the provisions of the Agreement. EasyInspect undertakes to ensure the technical and organisational security measures necessary in order to prevent the data from being unlawfully deleted, lost, abused, passed on to third parties or otherwise handled in violation of the Danish and European mandatory law. Upon request, EasyInspect shall provide the Customer with the information necessary to ensure that the necessary technical and organisational security measures have been taken. EasyInspect will promptly notify the Customer in the event of any accidental leakage of personal data. 

EasyInspect uses a storage solution based on redundancy whereby the storage architecture will automatically move data around in the event of a hardware breakdown. The physical servers are placed within the EU. The data storage location will not be changed unless the Customer has accepted a new storage location. The Customer may choose an alternative storage facility to that offered by EasyInspect at an additional cost billed according to quote.

7. Termination

The Agreement shall be valid and binding for a fixed period of [12] months from the Effective Date. The Agreement shall be automatically renewed for another fixed period of 12 months, unless the Customer no later than 30 days prior to the expiry of the former period informs EasyInspect in writing that the Customers does not want to continue the Agreement. This process of re-newel of the Agreement shall apply subsequently. 

Both parties may terminate the Agreement with immediate effect if the other party seriously violates provisions of this Agreement, or if the other party fails to comply with the terms and conditions of the Agreement and such breach is not remedied completely within a period of 5 days after written notice of default. 

8. Liability and limitations of liability

EasyInspect shall not be liable for any consequential loss arising out of or related to the Agreement, including any loss resulting from the output (reports, images/pictures, etc.) of the System and Modules and the Customer’s usage hereof, or for any other loss of profit for the Customer whether direct or indirect.

EasyInspect shall not be liable for any loss of data stored in the System or transmitted in or out of the System unless such loss can be attributed to gross negligence by EasyInspect. 

EasyInspect’s total liability to the Customer shall be limited to the total fees (excluding all taxes) paid or payable by the Customer during the 12 month period prior to the date on which any such claim arose.

The Customer shall not be entitled to raise any claims of liability against EasyInspect when more than 1 year has elapsed since (i) the discovery of the circumstances giving rise to a claim; or (ii) the Effective Date of termination or expiry of the Agreement.

EasyInspect shall, at its own option and at its own expense, be entitled to defend or settle any claim brought against the Customer by a third party on the basis of an infringement of any IPR by the System and Modules. EasyInspect shall in such an event have sole control of the defence and/or settlement, and the Customer must fully co-operate and provide all reasonable assistance to EasyInspect for the defence or settlement. The Customer is obliged to notify EasyInspect promptly of any such claim from a third party.

The Customer is solely responsible for lawfulness of the data transmitted through and stored in the System by the Customer or any person granted access to the System by the Customer, and the Customer shall hold EasyInspect harmless from and against any costs, losses, liabilities and expenses, including reasonable legal costs arising out of any claim relating to the unlawfulness of the Customer’s data and the use hereof in connection with the System.

9. Confidential Information

Each party is obligated to observe absolute confidentiality regarding any information on the other party, which is not publicly available.

10. Force Majeure

Neither party shall be liable for any damage suffered by the other party as a direct or indirect consequence of a force majeure situation causing delay or prevention of the party’s fulfilment of his/her obligation under the Agreement.

Force majeure includes – but is not limited to – war, acts of terror, riots, mobilisation, natural disasters, strikes, lockout, fire, water, power and other supply damage or breakdown, import and export restrictions, virus attacks and other unforeseeable events which the affected party is unable to prevent by taking responsible measures.

11. Applicable Law, Jurisdiction and Notification

All disputes arising out of the Agreement or otherwise related to the Agreement shall be governed by Danish Law and be settled by the City Court of Copenhagen (Københavns Byret) with appeal to the High Court of Copenhagen (Østre Landsret).

EasyInspect may provide valid notification to the Customer through the System interface and website. 

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