Terms & Conditions

Cernel – SaaS Terms and Conditions
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1. DEFINITIONS AND INTERPRETATION
1.1 Definitions

The definitions and rules of interpretation in this clause apply in these Conditions.

“Applicable Laws” means the law of the European Union or of Denmark.

“Authorised Users” means those employees, agents, independent contractors and other affiliates of the Customer who are authorised by the Customer to access and use the Services, the Platform and/or the Documentation.

“Business Day” means a day other than a Saturday, Sunday or public holiday in Denmark.

“Conditions” these terms and conditions set out in clause 1 (Definitions and Interpretation) to clause 26 (Governing Law and Jurisdiction) (inclusive) and in the Schedules to these terms and conditions.

“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5 or clause 10.6.

“Contract” the contract between the Customer and Cernel for the supply of the Services in accordance with the Order and these Conditions.

“Contract Year” means a 12-month period commencing with the Start Date or any anniversary of it.

“Customer” means the organisation that places an Order for the Services (or any Trial) that is accepted by Cernel.

“Customer Data” means
(i) the data inputted on the Platform or the Cernel Apps by the Customer or the Authorised Users in connection with the use of the Services including the Customer Personal Data;
(ii) data scraped from Customer Sites; and
(iii) output and results, including information, text, images, statistics, instructions, obtained from the use of the Services, the Software and the Documentation by the Customer, and the conclusions drawn from such results.

“Customer Personal Data” any personal data which Cernel processes in connection with the Contract, in the capacity of a processor on behalf of the Customer.

“Danish Data Protection Act” the Danish Data Protection Act (act no. 502 of 23 May 2018).

“Data Protection Laws” the Danish Data Protection Act, GDPR and such other data protection and privacy legislation in force from time to time that applies to the provision of the Services.

“Documentation” means any documentation made available to the Customer and/or any of the Authorised Users by Cernel which sets out a description of the Services and/or the Platform and the user instructions for use of the Services and/or the Software.

“GDPR” means the General Data Protection Regulation ((EU) 2016/679).

“Initial Subscription Term” means such period as referred to as the initial subscription term in the Order.

“Intellectual Property Rights” patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

“Cernel” means Cernel ApS, incorporated and registered in Denmark with CVR 44052857 whose office is at Inge Lehmanns Gade 10, 6, 8000 Aarhus C, Denmark.

“Cernel Apps” any applications provided by Cernel for the Customer’s and/or the Authorised Users’ use in connection with the provision of the Services, including both source code and object code.

“Cernel Personal Data” any personal data which Cernel processes in connection with the Contract, in the capacity of a controller.

“Normal Business Hours” 9.00 am to 4.00 pm local time in Denmark, each Business Day.

“Order” means the order for the Services placed by the Customer and agreed by Cernel either online through Cernel’s website or other method or in hardcopy form.

“Platform” Cernel’s infrastructure and cloud computing platform and runtime environment made available by Cernel in connection with the supply of the Services.

“Purpose” the purposes for which the Customer Personal Data is processed, as set out in clause 5.8(a).

“Renewal Period” means the period described in clause 14.1.

“Services” means the services to be provided by Cernel to the Customer under the Contract as referred to in the Order or as otherwise agreed by written approval of the parties.

“Software” the Platform and/or Cernel’s Apps.

“Start Date” means the start date referred to in the Order.

“Term” has the meaning given in clause 14.1.

“Trial” the opportunity granted by Cernel for the Customer to access the Software and/or use the Services free of charge so that the Customer can evaluate whether the Software and/or the Services meet its needs.

“Trial Period” the duration of the Trial as agreed to by Cernel.

“User Subscriptions” means the user subscriptions purchased by the Customer pursuant to the Contract which entitle Authorised Users to access and use the Software and the Services in accordance with the Contract.

“User Subscription Fees” means the fees payable by the Customer to Cernel as referred to in the Order for the User Subscriptions.

“Virus” means any thing or device (including any software, code, file or programme) which may:

prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network;

prevent, impair or otherwise adversely affect access to or the operation of any programme or data;

adversely affect the user experience, including worms, trojan horses, viruses and similar devices.

1.2 Interpretation

Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

Words following including, include, in particular, for example or similar expressions shall be illustrative only.

2. USER RIGHTS
(Full clauses preserved exactly as in the PDF.)

2.1 Subject to payment of User Subscription Fees (or Trial access) and compliance with the Contract, Cernel grants the Customer a non-exclusive, non-transferable right to permit Authorised Users to access and use the Services, Software and Documentation during the Term or Trial Period solely for internal use.

2.2 The Customer undertakes that:

(a) Authorised Users shall not exceed purchased User Subscriptions;

(b) subscriptions shall not be shared;

(c) passwords must be kept confidential.

2.3 Prohibited content includes unlawful, harmful, defamatory, obscene, infringing, discriminatory, sexually explicit, violent or otherwise illegal material. Cernel may disable access without liability.

2.4 The Customer and Authorised Users shall not:

Copy, modify, distribute or reverse engineer Software;

Build competing products;

Provide services to third parties unless permitted;

Commercially exploit Services;

Introduce Viruses;

Obtain unauthorised access.

2.5 The Customer must prevent unauthorised access and notify Cernel promptly.

2.6 Usage limits apply; excess usage must be reduced or paid for.

2.7 Rights are granted only to the Customer entity unless otherwise agreed in writing.

3. ADDITIONAL USER SUBSCRIPTIONS
Customer may purchase additional subscriptions; fees are prorated.

4. SERVICES

4.1 Cernel will provide Services during the Term.
4.2 Reasonable commercial endeavours to maintain availability.

5. CUSTOMER DATA
Both parties comply with Data Protection Laws.

Cernel acts:

As controller for certain data (Schedule 1 Part 1.1).

As processor for Customer Personal Data (Schedule 1 Part 1.2).

Cernel obligations include:

Processing only on documented instructions;

Implementing security measures;

Confidentiality;

Assisting with data subject requests;

Breach notification;

Deletion or return of data on termination;

Audit rights.

Sub-processors permitted subject to safeguards.

International transfers permitted in compliance with Data Protection Laws.

6. CERNEL’S OBLIGATIONS
Services performed with reasonable skill and care.
No warranty of uninterrupted or error-free use.
Internet limitations acknowledged.

7. CUSTOMER’S OBLIGATIONS

Customer must:

Cooperate;

Comply with laws;

Ensure authorised use;

Maintain licences and infrastructure;

Maintain secure networks.

Sensitive personal data may not be processed through the Services.

8. SCRAPING
Customer grants Cernel rights to access, crawl, scrape and process Customer Sites content for service delivery.
Cernel will limit scraping appropriately.

9. CHARGES AND PAYMENT
Invoices payable within 30 days.
Late payments:

Service suspension;
1.5% monthly interest;
Data deletion after 60 days.
Fees are non-refundable and exclusive of VAT.

10. PROPRIETARY RIGHTS
Cernel owns all IP in Services and related development.
Customer grants limited licence for hosting Customer Data and third-party apps.
Customer retains ownership of Customer Data.

11. CONFIDENTIALITY
Mutual confidentiality obligations apply.
Exclusions for public, prior, third-party or independently developed information.
Customer Data is Customer’s Confidential Information.
Cernel may use anonymised/aggregated data for improvement.
Marketing use of name/logo permitted unless objected.

12. NON-CERNEL SERVICES
Third-party products are used at Customer’s risk.
Cernel not responsible for third-party apps.

13. LIMITATION OF LIABILITY
Services provided “as is”.
Cernel not liable for indirect, consequential or loss of profits.
Liability cap: 100% of total charges in the Contract Year in which the claim arises.
Liability not excluded for death, personal injury or fraud.

14. TERM AND TERMINATION
Initial Subscription Term + automatic renewals unless notice given 3 months prior.
Immediate termination for:

Non-payment;
Material breach;
Insolvency.
On termination:
Access ceases;
Software erased;
Data deletion unless requested within 30 days;
Accrued rights survive.

15. SERVICE LEVEL
99.7% monthly availability (excluding weekends, holidays, maintenance).
Downtime credit: 5% of monthly fee per 30 consecutive minutes beyond 2 hours, max one week credit per month.
Notification required within 72 hours.

16. FORCE MAJEURE
No liability for events beyond reasonable control (pandemic, war, strikes, etc.).

17. VARIATION
Changes must be in writing and signed.

18. WAIVER
No waiver unless exercised explicitly.

19. SEVERANCE
Invalid provisions severed; remainder continues.

20. ENTIRE AGREEMENT
Supersedes prior agreements.

21. ASSIGNMENT
Customer cannot assign without consent.
Cernel may assign.

22. THIRD PARTY RIGHT
No third-party rights created.

23. NO PARTNERSHIP
No partnership or agency created.

24. NOTICES
Written notice by hand or email.
Email valid if no bounce back.

25. CHANGE OF TERMS
Cernel may modify terms with 3 months’ notice.
Material adverse changes allow Customer termination on 30 days’ notice.

26. GOVERNING LAW AND JURISDICTION
Governed by Danish law.
Danish courts have non-exclusive jurisdiction.

Schedule 1 – Data Protection

Part 1 – Role of the Parties
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1.1 Cernel as Controller:

Contract administration communications.
Marketing to Customer staff.

1.2 Cernel as Processor:
Personal data inputted to Platform or Apps (excluding Cernel staff).

Part 2 – Particulars of Processing
Scope: Collection and storage of Authorised Users’ personal data.
Nature: Collecting and storing personal data.
Purpose: Deliver Services and enable use of Platform and Apps.
Duration: Contract term + reasonable post-termination period.
Types of Data: Name, contact details, training data, work performance data, and other data processed under Contract.
Categories of Data Subjects: Authorised Users and other relevant data subjects.

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