Pandektes ApS
Toldbodgade 55B
1253 København K, Denmark
VAT DK 43620002
1. Agreement
These Terms of Service set forth terms and conditions for licensing to Pandektes ApS products.
The complete terms shall consist of the Parties' written agreement and these Terms of Service. An Agreement is deemed to be binding only when both parties have signed the Agreement or otherwise confirmed the Agreement in writing.
In the event of conflicting information and/or interpretation doubts in the complete terms, the Parties' written agreement takes precedence.
Agreements with Students regarding the free use of Pandektes ApS products is exclusively governed by these Terms of Service.
The Licensee's specification of special terms is not considered a deviation from these terms unless expressly agreed in writing between the Parties.
2. Definitions
'Agreement' refers to the agreement between the Licensor and the Licensee as outlined in the written agreement and these Terms of Service.
'Licensor' refers to Pandektes ApS.
'Licensee' refers to the physical or legal entity with whom the Licensor has entered into an Agreement with for the delivery of the Product.
'Parties' refers to both the Licensor and the Licensee.
'Student' refers to individuals enrolled in a secondary or higher education institution.
'User' refers to individuals who have access to the Product, either as a Licensee or through their affiliation with a Licensee by virtue of employment.
'Affiliated User' refers to administrative staff who perform secretarial work for one or more Users. An Affiliated User cannot be a trainee lawyer or a person who significantly performs independent legal work.
'Product' refers to the software for which the Licensee pays a Licensing Fee and which is covered by these Terms of Service.
'Terms of Service' refer to these terms, including subsequent additions and amendments.
'Usage Rights' refers to the right to use the Product, which the Licensee obtains upon entering into the Agreement.
'Licensing Fee' refers to the ongoing payment that the Licensee pays to the Licensor for access to the Product.
'Licensing Period' refers to the period during which the Licensee, according to the Agreement, has purchased access to the Product.
3. Use of the Product
3.1 Scope of Usage Rights
3.1.1 Upon entering into the Agreement and paying the Licensing Fee, the Licensee acquires a non-transferable and non-exclusive right to use the Product in accordance with the Agreement.
3.1.2 The Licensor reserves the right to monitor the Licensee's use of the Product in accordance with the Agreement, including conducting license audits.
3.1.3 The Licensee and their Users may use the Product within the Licensee's organization in accordance with the intended purpose of the Product, as a legal data platform and internal knowledge sharing platform.
3.1.4 Students may access the Product without paying the Licensing Fee if they are employed with the Licensee as per 3.3.1 of these Terms of Service. When creating a User, Students are subject to the same limitations, rights, and obligations as the Licensee under these Terms of Service. Students are only entitled to create one personal User account.
3.1.5 The Licensor may at any time require proof of student status from the Licensee.
3.2 Compatibility
3.2.1 The Licensee is responsible for having the necessary browser software available to use the Product. The Licensee understands that the use of the Product depends on the Licensee's choice of browser software and the Licensee's internet connection.
3.3 User Access
3.3.1 The Licensee is entitled to create the number of Users agreed upon in the Agreement within their organization. If a User is a lawyer or trainee lawyer, the Licensee is entitled to create one Affiliated User at no additional cost. Beyond the agreed number of Users, the Licensee is also entitled to create Users for Students employed in the Licensee's organization at no additional cost.
3.3.2 Upon entering into the Agreement, the Licensee will receive one invitation to create an administrative User, the administrator. The administrator can then invite other Users.
3.3.3 User access is personal and may not be used by anyone other than the User themselves.
3.3.4 The Licensee has access to create more Users than agreed upon in the Product. The Licensee understands that creating more Users than specified in the Agreement may result in an automatic increase in the Licensing Fee according to the Licensor's price at the time of User creation. The price can be provided upon request to the Licensor. The Licensing Fee will be increased for the month in which the User is created, but will not be charged until the subsequent Licensing Period.
3.3.5 Free User access terminates when a User is no longer a Student or Affiliated User in accordance with the definitions in section 2 of these Terms of Service.
3.3.6 The Licensee is responsible for removing access to a User in connection with a termination of the employment relationship between the Licensee and the User. The right to use the Product as a User terminates upon the end of the employment relationship.
3.4 Compliance with the Terms of Service
3.4.1 The Licensee is responsible for ensuring that Users comply with and are informed about the contents of the Terms of Service.
4. Licensing Fee
4.1 Payment
4.1.1 The price agreed upon in the Agreement shall be paid upon the issuance of an invoice. The Licensing Fee is due for payment 14 days from the invoice date unless otherwise stated in the invoice.
4.1.2 In the event of late payment, interest will be charged in accordance with the provisions of the Danish Interest Act (In Danish: "Renteloven"). Failure to pay on time constitutes a breach of contract.
4.1.3 Failure to pay on time may result in temporary exclusion from the platform, without this entitling the Licensee to any refund claims.
4.2 Change of Licensing Fee
The Licensor reserves the right to change the amount of the Licensing Fee. Changes to the Licensing Fee can, however, only take place with a minimum of 30 days' notice before the next Licensing Period.
4.3 Free Trial Periods
4.3.1 If you sign up for a free trial period for any of the services offered by Pandektes, we will provide these services to you on a free trial basis until the earliest of (1) the end of the trial period; (2) the start of a purchased subscription; or (3) the termination of the trial period by Pandektes at our discretion.
4.3.2 If you accept a free trial period, you also agree to receive emails from us regarding the optimization of your use of our service, including tips on using specific services.
4.3.3 All data you enter into our services, as well as any configuration or customization made to a service by or for you during your free trial period, will be permanently lost unless you purchase a subscription to the same services or export such service data before the end of the free trial period.
5. Restrictions on the use of the Product
5.1 Licensor's Rights
5.1.1 The Licensor, or third parties from whom the Licensor derives rights, hold the intellectual property rights to the Product.
5.1.2 The Licensee is not allowed to obtain or seek access to the source code of the Product in any way. The Licensee is not allowed to perform any form of reverse engineering, including but not limited to decompiling or deobfuscating the software code, neither in whole nor in part, of the Product.
5.1.3 The Licensee is not entitled to in any way alter or distribute parts or all of the Product in violation of the Licensor's rights, including intellectual property rights. The Licensee is not entitled to breach any security mechanisms.
5.1.4 The Licensee's knowledge regarding information and data about parts or all of the Product must not be used in connection with engaging in competing commercial activities to the Licensor.
5.2 Third-Party Rights and Illegal Material
5.2.1 The Licensor does not hold the copyright to all data sources on the platform in accordance with the Danish Copyright Act § 71 (In Danish: "Ophavsretsloven"). The Licensor has thus entered into cooperation with various partners and the like to disseminate information.
5.2.2 To the extent that data sources on the platform are subject to third-party intellectual property rights, the Licensee is subject to the general rules of law for copying and using these.
5.2.3 Notes and other material entered by the Licensee into the Product must respect third-party rights, including intellectual property rights, and comply with applicable laws at all times. The Licensee understands that it is their responsibility to ensure that Users within the Licensee's organization use the Product in accordance with these rules. The Licensee must therefore take necessary steps to remove material that violates the terms.
5.2.4 If the Licensor becomes aware of illegal, harmful, or infringing material entered by the Licensee into the Product, the Licensor will take necessary steps to remove or block access to the material, including but not limited to temporarily excluding the Licensee from the platform. Such exclusion does not affect the Licensor's right to terminate the Agreement or claim damages.
5.3 Licensee's Actions in Violation of this Section
5.3.1 The Licensee understands that failure to comply with this section 5 of the Terms of Service constitutes a material breach of the Agreement.
6. Updates and Changes to the Product
6.1 The Licensee understands that the Product is in continuous development and that changes and updates to the Product are made regularly. The Licensor reserves the right to update and modify the Product at any time and without notice. Changes and updates made by the Licensor to the Product do not entitle the Licensee to make claims for breach of contract.
6.2 The Licensor shall endeavour to make updates at times where there is less usage on the Product where this is possible.
6.3 Changes and updates made by the Licensor to the Product may result in significant changes to the features of the Product. Such significant changes also do not entitle the Licensee to make claims for breach of contract.
7. Error Correction, Support, and Maintenance
7.1 The Licensee is entitled to customer support both by phone and via email during the Licensor's regular business hours. The Licensor strives to provide support as quickly as possible, but the specific wait time will depend on the nature of the inquiry. If the Licensor cannot provide support immediately or within one day, the Licensee will receive an estimate of the processing time.
7.2 Support is available through written inquiry on the Product, at support@pandektes.com or by phone at +45 24 28 90 98.
7.3 The Product is licensed as-is and without any form of warranty. The Licensor continuously monitors the Product but does not guarantee that errors, inconveniences, interruptions, and the like will not occur. The Product is primarily a data platform whose purpose is to collect data and present it in a clear manner for the Licensee. The collected data includes a range of publicly available data, over which the Licensor has no control and/or ownership. The Licensor reserves the right for any changes in the source material and assumes no responsibility for any errors originating from the aforementioned sources.
8. Liability
8.1 General Liability
8.1.1 The Licensor is not liable for the Licensee's indirect losses or consequential damages arising from the use of the Product, including but not limited to operational losses, loss of profits, or lost earnings.
8.1.2 The Licensor's service does not constitute legal advice or similar. The Licensee is not liable for any erroneous or incomplete advice given based on information from the Product or lack of access to the Product.
8.1.3 The Licensor's liability for damages due to breach of the Agreement shall in no case exceed the amount of the Licensing Fee paid by the Licensee for the Licensing Period in which the damage occurred.
8.2 Product Liability
8.2.1 The Licensor is only subject to product liability to the extent that it cannot be waived by agreement. The Licensor disclaims product liability on any other basis.
9. Force Majeure
9.1 Neither Party is entitled to compensation in the event of non-fulfillment of an obligation under the Agreement, insofar as the non-fulfillment is due to Force Majeure.
9.2 Force Majeure applies if a Party is prevented from fulfilling the Agreement due to pandemics, war, civil war, riots, public restrictions, import or export bans, natural disasters, including but not limited to earthquakes, storm surges, extensive flooding, tornadoes, volcanic eruptions, as well as outbreaks of labor conflicts, fires, cyber-attacks, or similar events that could not or should not have been foreseen by the Parties at the time of entering into the Agreement.
9.3 Cyber-attacks are understood as unauthorized actions or attempted actions that destroy, remove, withhold, and/or alter data in the Product, including but not limited to phishing, ransomware, and supply chain attacks.
10. Duration and Termination
10.1 The Agreement is valid from the time both Parties have signed the written agreement or otherwise confirmed the Agreement in writing and runs for the agreed period or until the Agreement is terminated by one of the Parties.
10.2 If the Agreement does not define an end date, it can be terminated with 30 days' notice before the next Licensing Period, unless the written agreement states otherwise. If notice of termination is not received in a timely manner, it will take effect from the subsequent Licensing Period.
10.3 Termination must be made in writing to support@pandektes.com.
10.4 The Licensee's non-compliance with the Terms of Service entitles the Licensor to terminate the Agreement without notice and with immediate effect. Upon the Licensor's termination, the Licensee is entitled to a refund of the Licensing Fee for the remaining Licensing Period.
11. Rights
11.1 Transfer
11.1.1 The Parties' rights and obligations under the Agreement may not be transferred to third parties without the written consent of the other Party. However, in connection with a business transfer, whether it be a merger, demerger, sale, etc., the Licensor may transfer its obligations and rights, in whole or in part, to third parties without the Licensee's consent. The Licensor will comply with applicable Danish law and obtain the Licensee's consent if required.
11.2 Licensee's Material in the Product
11.2.1 The Licensor has no rights to notes and other material entered by the Licensee into the Product.
11.2.2 Notes and other material entered into the Product by the Licensee are not used by the Licensor for its own purposes. Such entries may be accessed in the event of support or where access is necessary for the maintenance and security of the Product. Access to such entries is limited to certain employees of the Licensor who perform tasks related to support, maintenance, and security that necessitate access. All information these employees may become aware of in connection with the performance of their duties is treated confidentially.
12. Amendment of the Terms of Service
12.1 The Licensor reserves the right to amend the Terms of Service without notice.
12.2 If the Licensee does not wish to be bound by the new Terms of Service, the Licensee must notify the Licensor in writing within 14 days. The Agreement will then be deemed terminated by the Licensor in accordance with section 10 of the Terms of Service.
12.3 If the Licensee does not notify the Licensor that they do not wish to be bound by the new Terms of Service as mentioned above, the new Terms of Service will apply after the expiration of the 14 days.
13. Data Processing
13.1 To the extent that the Licensor receives general information from the Licensee as part of the collection of relevant customer information ("Personal Data"), this will be processed securely and confidentially in accordance with applicable Danish and EU legislation, including the General Data Protection Regulation (GDPR).
13.2 The purpose of collecting and processing the Personal Data is to deliver the Product in accordance with the Agreement. The Licensor may only use the Personal Data for the purposes for which they were collected.
13.3 The Licensor uses third parties to process all or parts of the Personal Data. The Licensor has entered into data processing agreements with relevant third parties, thereby ensuring compliance with the applicable rules on the protection of personal data.
13.4 The Licensee can at any time read more about the Licensor's processing of Personal Data and the rights that the Licensee has as a data subject in the Licensor's Privacy Policy.
14. Governing Law and Jurisdiction
14.1 The Parties' agreement is governed by and must be interpreted in accordance with Danish law.
14.2 Any dispute or disagreement arising in connection with this agreement must be attempted to be resolved through mediation by the Danish Institute of Arbitration (mediationsinstituttet.dk) and must take place in accordance with the rules for the handling of cases by the Danish Institute of Arbitration in effect at any given time.
14.3 When a dispute, according to one or more Parties, has arisen between the Parties, each Party is entitled to submit a request to the Danish Institute of Arbitration to initiate mediation.
14.4 Mediation does not preclude the use of provisional remedies such as arrest and injunctions, nor does it prevent a Party from bringing a lawsuit before the courts as indicated below, or from initiating other legal steps in connection with the dispute to avoid losing rights due to inactivity or limitation.
14.5 If the dispute is not resolved through completed mediation, each Party is entitled to demand that the dispute be settled by the Danish courts.