Terms of Use

1. Introduction and Functionality

1.1. The website klarpris.com (hereafter referred to as ‘KlarPris’) are owned and operated by KlarPris A/S (CVR no. 35484035). KlarPris develops and provides a website and software that together constitute a purchasing system on a platform with a range of associated modules, applications, and tools, including a calculation tool and invoice control (hereafter collectively referred to as the ‘Purchasing System’, regardless of whether the website and software are used together or separately) for installers and construction companies (hereafter referred to as the ‘Customer’). By comparing product prices from suppliers across selected wholesalers, suppliers, and retailers, including online stores (hereafter collectively referred to as ‘Suppliers’), the Purchasing System provides the Customer with price transparency. Using the Purchasing System, the Customer can find the most advantageous price for the products they need. If the Customer has special discount agreements with the selected Suppliers, the Purchasing System can take them into account, provided that the Customer grants KlarPris access to the Customer’s price and discount agreements from the Suppliers. This includes authorizing KlarPris and providing the necessary online access so KlarPris can retrieve this information automatically, as detailed in Sections 2 and 5 below.

1.2. To access the Purchasing System, the Customer must create a user account, enter into a subscription agreement (including trial access to the Purchasing System), and accept these terms of use (hereafter referred to as ‘Terms of Use’). KlarPris recommends reading the Terms of Use carefully and staying updated on klarpris.com

1.3. By accepting these Terms of Use, the Customer authorizes KlarPris to use and access the Customer’s company-specific information, including price information and/or price and discount agreements, and invoices, on behalf of the Customer from Suppliers or online. KlarPris is entitled to use this authorization to maintain the Customer’s logins with Suppliers, create, delete, and edit users with Suppliers, prepare and submit orders to Suppliers on behalf of the Customer, and request information about price and discount agreements, as stated in Section 1.1 and 5.1, and related activities.

2. User Account

2.1. The Customer must create a user account (‘Account’) when subscribing. The Account is created with a login and password, for which the Customer is responsible. The login and password are used each time the Customer wants to compare prices using the Purchasing System.

2.2. Once an Account is created, any desired number of users can be added.

2.3. Once the Account and subscription are set up, the Customer can use the Purchasing System.

2.4. The Account must include at least the following information: the company’s name, address, VAT number, contact information (phone, email, etc.), and a contact person at the Customer’s company.

2.5. The Customer is responsible for keeping this information updated in the Account.

3. Subscription

3.1. To gain access to the Purchasing System, the Customer must subscribe to one of KlarPris’ offered subscriptions. The subscription provides access to the selected version of the Purchasing System. The subscription price is adjusted annually, effective from January 1, according to the change in the net price index for October of the previous year, compared to the year before, with a minimum increase of 1.5%. KlarPris may also change the subscription price with 1 month’s notice before the end of a Subscription Period.

3.2. The subscription is for a period of 6 months unless otherwise agreed (the ‘Subscription Period’) and is invoiced in advance.

3.3. The Customer can upgrade or downgrade their subscription in accordance with the terms of Sections 3.4 and 3.5.

3.4. Upgrading

3.4.1. A subscription can be upgraded at any time.

3.4.2. The difference between the prepaid subscription and the current price for the new subscription is calculated proportionally for the remaining Subscription Period and invoiced for immediate payment.

3.4.3. Billing will then follow the price and terms of the new subscription.

3.5. Downgrading

3.5.1. The Customer may choose to downgrade their subscription. Downgrades can be requested with 30 days’ notice before the end of a Subscription Period. The downgrade takes effect at the beginning of the next Subscription Period.

3.5.2. Billing will then be in accordance with the downgraded subscription.

3.6. Termination

3.6.1. A subscription can be terminated with 30 days’ notice before the end of a Subscription Period. If the subscription is not terminated with at least 30 days’ notice, it will automatically renew for another 6-month Subscription Period.

3.6.2. The Customer has access to use the Purchasing System during the notice period and until the Subscription Period expires. KlarPris does not refund the subscription fee for the remaining time in the Subscription Period, whether or not the Customer uses the Purchasing System.

3.6.3. KlarPris is entitled to delete the Account when the subscription ends.

3.7. Payment Terms

3.7.1. Invoices are sent to the email address provided in the Account’s contact information.

3.7.2. Payment terms are net 14 days.

3.7.3. Late payments incur interest at 2% per month.

3.7.4. Failure to pay will result in immediate suspension of the Account.

3.8. Trial Subscription

3.8.1. By accepting a trial subscription (free 14-day access under the same terms as a Standard subscription), the Customer agrees that the subscription will automatically convert to a Standard subscription unless the Customer cancels it in writing before the trial period ends.

4. Use of the Account

4.1. The Account and subscription may only be used by one company. If the Customer owns multiple companies, a subscription must be obtained for each.

5. Uploading Data to the Account

5.1. KlarPris is authorized to use the Customer’s logins with Suppliers to manually or automatically retrieve price and discount agreements (Data). Alternatively, the Customer can upload Data to the Account.

6. Changes to the Terms of Use

6.1. KlarPris is entitled to change these Terms of Use, as well as subscription types, pricing structure, and the selection of any additional services. If the changes are significant for the Customer, such changes must be notified with at least 2 months’ notice before they take effect.

6.2. KlarPris will inform the Customer of the changes using the email address provided in the Account.

6.3. If the Customer does not object to the changes immediately and within 4 weeks of receiving the notice mentioned in Section 6.2, it is considered acceptance of the announced changes, which will then take effect at the end of the specified notice period.

6.4. The Customer’s objection to the changes is considered a termination of the subscription, which will therefore expire at the end of the notice period stated in Section 6.1. Any prepaid subscription fees will be refunded proportionally in such cases.

6.5. The applicable Terms of Use will always be available on klarpris.com. The Customer is encouraged to stay informed about the terms of use of KlarPris and other news about KlarPris.

7. Confidentiality

7.1. KlarPris and the Customer (hereafter referred to as ‘the Parties’) are obligated to keep confidential and treat all data, materials, and information (hereafter ‘Information’) relating to the other party and its affiliated companies strictly confidential, as described below.

7.2. The Parties consider the Information to constitute trade secrets in accordance with §2 of the Trade Secrets Act and particularly, but not limited to, information about supplier data, pricing, delivery terms, discount schemes, bonus schemes, payment terms, trade conditions, purchase statistics, contract negotiations, and receipt of individual or unique price files from wholesalers, suppliers, customers, etc. Information also includes insights into the technology and methods used in the Purchasing System.

7.3. The Parties are not entitled to disclose Information obtained from the other party to third parties. Exemptions from the confidentiality obligation include Information that is publicly available, lawfully received from third parties, or where a party is required by mandatory law to disclose to authorities or courts. The Parties are entitled to announce that a formal collaboration exists between them. KlarPris is further exempt from the obligation of confidentiality regarding Information or Data that the Customer, through specific authorization to a manufacturer or supplier, has permitted to be shared. Permissions for this within the Purchasing System can be managed by the Customer at any time and revoked (but not retroactively).

7.4. KlarPris’ use of Information (including data derived from the Information or Data) for statistical purposes, the preparation of analytical data, search result optimization, and distribution or transfer to third parties (hereafter referred to as ‘Approved Use’) is not subject to the confidentiality obligation. Approved Use may only occur in anonymized form, meaning that the Information and data derived from it cannot be directly linked by third parties to identifiable customers, wholesalers, or manufacturers regarding (1) individual prices on individual products, (2) their specific customers, or (3) their specific trade with customers.

7.5. The confidentiality obligation applies regardless of the form and format in which the Information is received (physical, digital, electronic, or otherwise).

7.6. The Parties are otherwise obligated to handle all Information with due care and loyalty, respecting the interests of the other party. A party is required to follow the other party’s instructions regarding the handling of Information, including the use of electronic media.

7.7. All Information must be returned immediately upon request from a party and no later than at the termination of the collaboration, except for copies stored in caches, backups, etc.

7.8. The Parties agree that these terms of confidentiality are indefinite.

8. Intellectual Property Rights

8.1. KlarPris owns all intellectual property rights to the Purchasing System, including any modifications, at all times, including all copyrights and trademark rights. This also applies to any intellectual property rights created during the period the Customer uses the Purchasing System or that are created specifically for the Customer.

8.2. The Customer is granted only a non-exclusive right to use the Purchasing System under the conditions set out by KlarPris in these Terms of Use.

8.3. In addition to what is mentioned in Section 7, KlarPris has the right to use customer feedback, suggestions for improvements, and new features in its continued development of the Purchasing System. KlarPris owns all rights to such improvements, including profits, whether the suggestions for changes come from the Customer or third parties.

8.4. KlarPris is entitled to use user data and history from the use of the Purchasing System, including trends, behaviors, and segmentations, but always in anonymized form, so the Customer cannot be identified.

9. Security

9.1. KlarPris is SSL-certified. However, this does not guarantee protection against hacking or other forms of attacks and unauthorized access to the Purchasing System and the Account. KlarPris is not responsible for such attacks and cannot be held liable for any unauthorized access to the Account or the Customer’s information.

9.2. KlarPris will restore security as quickly as possible in the event of an attack and will inform the Customer of any breaches.

10. Personal Data Processing

10.1. A separate data processing agreement exists between KlarPris and its data processors regarding KlarPris’ processing of personal data for the Customer’s users on the Purchasing System.

11. Privacy Policy, Cookies, and Information

11.1. In addition to the separate terms on personal data processing mentioned above in Section 10, KlarPris’ applicable Privacy Policy is available at klarpris.com.

11.2. The Purchasing System requires the use of cookies, which are small text files stored by the user’s web browser when using websites, including the Purchasing System. Users can control how websites use cookies by configuring their web browser settings. If cookies are completely disabled, the Purchasing System may not function optimally, including that the web browser may not remember the Account login.

11.3. KlarPris regularly sends newsletters and promotional materials to the Customer. The Customer can opt out at any time, free of charge, both when providing contact details to KlarPris and in subsequent communications.

This concludes the translated sections on changes to the terms, confidentiality, intellectual property, security, and personal data handling.

12. Uptime and Support

12.1. KlarPris strives to make the Purchasing System available to the Customer but cannot guarantee 100% uptime.

12.2. If KlarPris plans downtime due to updates, operational issues, or similar, the Customer will be informed as early as possible. Such downtime will be scheduled at times that KlarPris believes will cause the least inconvenience to the Customer.

12.3. The Customer will not be compensated for downtime unless the uptime falls below 99% over 12 months. In such cases, the Customer will be compensated by extending the subscription by one month free of charge.

12.4. The Customer can receive remote support (hotline) free of charge for all questions regarding the operation and functionality of the Purchasing System. The hotline includes access to email and telephone support for questions about the operation and functionality of the Purchasing System.

The hotline does not provide on-site support.

For Class 1 errors, i.e., a critical error preventing users from utilizing essential functionality in the Purchasing System (e.g., order registration and price lookup), support is provided with a maximum response time of 2 hours on normal business days between 9:00 and 16:00, except Fridays from 9:00 to 15:00.

For other types of errors (Class 2), i.e., errors preventing users from utilizing one or more less significant functions in the Purchasing System, or questions regarding the operation and functionality of the Purchasing System, support is provided with a maximum response time of 24 hours on normal business days between 9:00 and 16:00, except Fridays from 9:00 to 15:00.

The response time starts from when KlarPris receives the Customer’s error report until KlarPris begins resolving the issue. Support is provided via phone, email, or remote access (TeamViewer). Fixes and any related development are deployed the night after completion.

13. Third-Party Websites

13.1. KlarPris’ website may contain links to other websites operated by entities other than KlarPris (hereafter referred to as ‘Third-Party Websites’).

13.2. Links to Third-Party Websites are provided as a service to the Customer but do not imply that KlarPris has approved the content or is otherwise responsible for the content.

13.3. If the Customer uses Third-Party Websites via links on KlarPris’ website, it is at the Customer’s own risk, as KlarPris has no control over the content, security, or functionality of Third-Party Websites. KlarPris cannot be held liable for any losses or damages resulting from the use of Third-Party Websites.

14. Breach of Agreement

14.1. In the event of a material breach, KlarPris may terminate the subscription agreement with the Customer at any time. Material breaches include, but are not limited to, misuse of KlarPris’ services, misuse of the Account, and non-payment of subscription fees, setup fees, etc.

14.2. In the event of suspected misuse of KlarPris’ services or the Account, KlarPris may temporarily suspend the Account, preventing the Customer from accessing it until the misuse is clarified. The Customer cannot claim damages against KlarPris due to the suspension of the Account.

15. Liability

15.1. Any use of the Purchasing System is at the Customer’s own risk, including the Customer’s actions and transactions based on the results provided by the Purchasing System.

15.2. The Purchasing System is delivered as a Software-as-a-Service solution. It is not considered a defect in the Purchasing System if data and other types of information displayed in the Purchasing System are not up-to-date due to unavailable data outside KlarPris’ control, including missing updates or changes in procedures for receiving data from third parties, wholesalers, and manufacturers, etc. The same applies to data and other price and discount structures that are not provided and made available to KlarPris in an electronic, mathematically readable format. KlarPris is in no way responsible for the results of price comparisons, including incorrect prices, errors in price data, outdated prices, missing search results, additional costs, or errors in product descriptions, quantities, specifications, etc. The Customer is encouraged to verify products, prices, and terms with the individual Suppliers in all cases.

15.3. KlarPris cannot guarantee how long displayed prices will be valid. If the Customer disagrees with the price charged by the Supplier, including missing discounts, the Customer must contact the Supplier directly.

15.4. KlarPris is not liable for errors in the Purchasing System, the Customer’s use, or any losses the Customer may incur in connection with the use of the Purchasing System, including errors in orders, calculation tool errors, damage to the Customer’s hardware, data loss, or other security breaches.

15.5. KlarPris is not liable for direct or indirect losses or consequential damages, including business interruptions and any claims from third parties, arising from the use of the Purchasing System, delays, or the Customer’s inability to use the Purchasing System.

15.6. KlarPris is only liable for product liability under mandatory rules in the Product Liability Act. Any liability for product damage on other grounds is expressly disclaimed. Thus, all use of the Purchasing System is at the Customer’s own risk.

15.7. KlarPris has no liability for damage to the Customer’s hardware or other property, regardless of whether the damage was caused by a virus or similar due to the Customer’s access to and use of the Purchasing System.

15.8. In the relationship between KlarPris and the Customer, KlarPris is not responsible for any losses the Customer may suffer due to violations of the European Parliament and Council Regulation (EU) 2016/679 of April 27, 2016 (the General Data Protection Regulation) and the Danish Data Protection Act when using the Purchasing System.

16. Assignment

16.1. KlarPris is entitled to assign all rights and obligations to a group-affiliated company or a third party.

16.2. The Customer accepts that KlarPris is entitled to use subcontractors in all respects, including for the operation and maintenance of the Purchasing System and for the storage of the Customer’s data and other types of data.

17. Disputes Between the Customer and KlarPris

17.1. Any dispute between the Customer and KlarPris will be settled under Danish law with KlarPris’ registered office as the proper venue.

Version 3
Effective from October 1, 2023
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