WorkEngine Terms and Conditions

By InboundCPH A/S

1. General

1.1 These Terms and Conditions, including Schedule 1 & 2 (“Terms and Conditions”), of InboundCPH A/S (“InboundCPH”), establish the legal framework and govern the relationship between InboundCPH and the Client. This document delineates the rights, responsibilities, and obligations of both parties in relation to the services provided under this agreement.

1. 2 InboundCPH offers a software as a service product (“Service” or “Services”) named “WorkEngine”, comprising a proprietary hosted application and a browser plugin for Google Chrome, designed to facilitate seamless integration with Large Language Models (“LLM”) such as ChatGPT-4 from OpenAI through their web interface and/or API calls.

1.3 It is imperative that the Client reviews these Terms and Conditions thoroughly to understand the scope of the Service, disclaimer, limitations of liability, intellectual property rights, data protection policies, and other pertinent legal provisions that govern the use of the Service. By utilizing the Service, the Client acknowledges and agrees to adhere to these Terms and Conditions as well as any future amendments made in accordance with the procedures outlined herein.

1.4 The Terms and Conditions shall be mutually binding between InboundCPH and the Client, unless otherwise expressly agreed in writing.

2. USER CONTENT

2.1 User Content (“Content”) shall mean any and all information, configurations, settings, variations and content that a Client submits to, or utilises in conjunction with the Service. The Client is solely responsible for their Content and the Client hereby represents and warrants that their Content does not violate the Prohibited Activities (as defined in Schedule 2).

2.2 Unless backup functionality has specifically been purchased by the Client in the Contract, InboundCPH shall not be obligated to backup any Content. It is the Client’s sole responsibility to create and maintain their own backup copies of their User Content if they so desire.

3. INBOUNDCPH TEMPLATES

3.1 InboundCPH Templates (“Templates”) shall mean any and all information, configurations, settings, variations and content that InboundCPH provides or utilises in conjunction with the Service.

4. TERMINATION

4.1 These Terms and Conditions shall remain in full force and effect while the Client accesses the Service. InboundCPH reserves the right to suspend or terminate the Client’s access to the Service (including the Client’s Account) at any time for any reason at InboundCPH’s sole discretion, including but not limited to any use of the Service in violation of these Terms and Conditions.

4.2 Upon termination, the Client’s Account, license grants, right to access and use the Service, Templates and variations hereof, will cease immediately. The Client understands that termination of the Account may entail the deletion of the Client’s Content associated with the Account. InboundCPH shall not bear any liability whatsoever to the Client for any termination of the Client’s rights under these Terms and Conditions, inclusive of termination of the Client’s Account or deletion of the Client’s Content.

5. Charges, Terms of payment and invoicing

5.1 All prices stated by InboundCPH are in DKK and are exclusive of VAT and other taxes. To the extent that Services are taxable (including VAT and any other forms of taxes and duties), interest or public taxes, such must be added to the price in accordance with applicable law and invoiced accordingly. In the case of new or changed taxes, duties, contributions or similar publicly imposed taxes and duties, the prices must be corrected with the net financial consequence for InboundCPH.

5.2 Invoicing will take place from the actual delivery date. Though, 100% of set-up costs shall be invoiced at the time the Contract is entered into. If the Client deliberately delays the delivery, InboundCPH will be entitled to invoice when the Client has been instructed to supply the necessary information under the Contract.

5.3 Every invoice falls due for payment no later than thirty (14) days after being forwarded to the Client. All payments shall be made by the Client in the currency in which they are invoiced and shall be made without deduction or offset of any kind.

5.4 If the Client does not pay on time, the Client shall pay default interest and a fee in accordance with the Overdue Payments Interest Act (Renteloven). InboundCPH reserves the right to change the rate of interest on giving ninety (90) days’ prior written notice.

5.5 InboundCPH reserves the right to stop deliveries if payment conditions are not respected. Prior notice will be sent at least once.

5.6 If the Client has failed to pay overdue debts, InboundCPH can cancel or delay new offers/Contracts until the debt has been paid.

5.7 InboundCPH reserves the right to claim payment in advance of the procurement of any services comprising the Service or any other separately quoted for services or goods.

6. Changes to terms and conditions and charges

6.1 InboundCPH reserves the right to change these Terms and Conditions as well as prices and conditions of the Contract. Significant changes must be notified in writing to the Client with 60 days’ prior notice.

6.2 Minor changes and changes of that are favourable to the Client, for instance price reductions or modifications resulting from requests made by public authorities, changes in legislation or similar can be implemented without prior notice.

6.3 The charges in force at any time is adjusted annually on 1 January with the Net Price Index as the regulatory factor. The adjustment is made so that the price in force at any time changes with the percentage change in the Net Price Index from November the year before last to November the year before the adjustment year.

7. PRIVACY & Terms of delivery

7.1 InboundCPH places a high value on data privacy and security. InboundCPH adheres to the General Data Protection Regulation (GDPR) and any applicable data protection laws. Personal data shall be processed in accordance with our Privacy Policy, which can be found here: https://inboundcph.dk/en/workengine-privacy-policy/ and hereby is incorporated by reference into these Terms and Conditions. By utilizing the Services, Client agrees to adhere to and be bound by the terms outlined in our Privacy Policy.

7.2 Please be informed that the Services are hosted within the EU. If Client accesses the Services from regions outside the EU that have laws or other requirements governing personal data collection, use, or disclosure that differ from those in the EU, Client’s continued use of the Services constitutes Client’s agreement to the transfer of Client’s data to the EU. By using the Services, Client expressly consents to have Client’s data transferred to and processed in the EU. This consent applies to the collection, use, and disclosure of personal data as described in InboundCPH’s Privacy Policy.

7.3 The Client agrees to use the Services only for lawful purposes and shall not engage in any Prohibited Activities as specified in Schedule 2.

7.4 The availability of the Services cannot be guaranteed at all times. InboundCPH may experience hardware, software, or other technical problems or may need to perform maintenance related to the Services, which could result in interruptions, delays, or errors in the provision of the Services. InboundCPH reserves the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without prior notice to the Client. The Client agrees that InboundCPH shall have no liability whatsoever for any loss, damage, or inconvenience caused by the Client’s inability to access or use the Services. Nothing in these Terms and conditions shall be construed to obligate InboundCPH to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

8. Data, rights and data protection

8.1 The Client acknowledges that Content uploaded to the Service may be accessed by InboundCPH ’s personnel as part of the procurement of and maintenance of the Service. Such access may take place to upgrade the Service and any hardware, to conduct routine maintenance of the Service and the hardware by which it is made available, to resolve service interruptions and to resolve support problems. InboundCPH will not share any of the Client’s Content with any third party unless the Client has given explicit permission to do so. The Client’s data is only used for business and support purposes.

8.2 The Client is solely responsible for any Content that they upload to InboundCPH’s servers, whether on their own behalf or on behalf of a third party. This responsibility extends to any Content that the Client requests InboundCPH to replicate or transfer to a third party. The Client warrants and guarantees to InboundCPH that no such Content or data shall contain any bugs (being viruses, worms, logic bombs, time locks, time bombs, Trojan horses and bugs), infringe any copyright or other third-party rights of any kind, be defamatory or otherwise transgress any laws of any country. InboundCPH reserves the right to remove from InboundCPH’s servers any data that it reasonably believes contains a computer virus of any kind, infringes any copyright or other third-party rights of any kind, is defamatory or otherwise transgresses any laws of any country.

9. DISCLAIMER AND LIMITATION OF LIABILITY

9.1 The Services, including any software, documentation, and any other related materials, are provided by InboundCPH on an “as-is” and “as-available” basis. InboundCPH makes no representations or warranties of any kind, express or implied, as to the operation or availability of the Services. To the fullest extent permissible under applicable law, InboundCPH disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9.2 The Service provided by InboundCPH operates in conjunction with active accounts from third-party LLM’s, such as OpenAI’s GPT-4. InboundCPH is not responsible for and explicitly disclaims all warranties, endorsements, guarantees, or responsibilities related to the performance, accuracy, reliability, and costs associated with such third-party LLM accounts. The Client acknowledges and agrees that the establishment, configuration, maintenance, and all associated costs of these third-party LLM accounts are the sole responsibility of the Client. InboundCPH shall not be liable for any issues, losses, or damages arising from the use of these third-party LLMs.

9.3 InboundCPH does not warrant the accuracy, completeness, or reliability of any content obtained through the Services or endorse any content provided by third parties. InboundCPH shall not be liable for any errors, inaccuracies, or service interruptions, including power outages or system failures. Further, InboundCPH is not liable for any unauthorized access to, or alteration of, the Client’s transmissions of data.

9.4 Except as prohibited by law, InboundCPH shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Services; (ii) any conduct or content of any third party on the Services; (iii) any content obtained from the Services; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not InboundCPH has been informed of the possibility of such damage.

9.5 Notwithstanding any other provision of these Terms, InboundCPH’s aggregate liability to the Client or any third party in any circumstance is limited to the greater of (a) the amount you have paid InboundCPH in the twelve (12) months before the event giving rise to your claim, or (b) 10,000 DKK.

10. INDEMNIFICATION AND RISK MANAGEMENT

10. 1 The Client agrees to indemnify, defend, and hold harmless InboundCPH and its affiliates, officers, agents, employees, and partners from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of (i) your Content; (ii) your use of the Services; (iii) your violation of these Terms; (iv) your violation of applicable laws or regulations; or (v) your violation of any rights of another party.

10.2 The Client agrees to comply with all applicable laws, regulations, and ordinances relating to their use of the Services, including compliance with data protection and privacy laws.

10.3 In the event of a data breach or unauthorized access to the Client’s data, InboundCPH shall promptly notify the Client and shall use reasonable efforts to cooperate with the Client to remedy the issue. The Client agrees to the same level of cooperation in the event that the breach is on their end.

10.4 InboundCPH reserves the right to conduct audits on the Client’s use of the Services to ensure compliance with these Terms and Conditions. The Client agrees to cooperate with any such audit.

11. Intellectual property RIGHTS

11.1 Upon full payment for the Services, all intellectual property rights in materials specifically created for the Client under the Parties’ Contract, including but not limited to reports, documents, graphics, and other tangible or digital materials, will be owned by the Client. This includes the right to use, modify, distribute, and create derivative works of such materials.

11.2 Notwithstanding the above, InboundCPH retains all rights, title, and interest in any pre-existing materials, including InboundCPH Templates, software, methodologies, know-how, and tools that are used in providing the Services. The Client is granted a non-exclusive, non-transferable license to use these materials as part of the delivered Service as necessary for the intended purpose as outlined in the Contract.

11.3 Where the Services incorporate intellectual property owned by third parties, InboundCPH represents that it has secured the necessary licenses or permissions to include such third-party intellectual property in the Services. The Client acknowledges that their use of such third-party intellectual property is subject to the terms and conditions of the respective third-party licensors.

11.4 The provisions of this section shall survive the termination or expiration of the Parties’ Contract and shall continue to be in effect in accordance with their terms.

12. Assignment and resale

12.1 The Client is not entitled to resell the Services, including Templates or any variations hereof, to a third party without the written consent of InboundCPH.

12.2 The Client is not entitled to assign the Client’s rights and obligations pursuant to the Contract to a third party unless the acquiring third party assumes all rights and obligations and provided that InboundCPH has approved the assignment in writing in advance. The assignment shall be made using the assignment agreement prepared by InboundCPH.

12.3 InboundCPH may assign all of InboundCPH ’s rights and obligations, in return for notifying the Client of this not later than at the same time as the assignment takes place.

13. Breach

13.1 If one or more of the following events occur with regard to any of the Parties to the Contract the other party shall, by presenting such request in writing, be entitled to immediately terminate the Contract in whole or in part with notice. This specification of what is considered breach of the Contract is not exhaustive. A Party may terminate the Parties’ Contract in writing if the other Party:

Stops or announces an intention to stop the Client’s enterprise or substantial parts of this,
Is unable to pay its outstanding debts due,
is declared insolvent or enters into a suspension of payments,
In other respects does not comply with its obligations in accordance with the Contract, or
Substantial default of the obligations of these Terms and Conditions.

13.2 If a breach occurs, the Party in breach shall be notified of this in writing without undue delay. The notification shall show that the Contract in its entirety is hereby revoked with 20 days’ notice. The Party in breach shall be allowed at least 5 working days to remedy the breach in advance of the said 20 days’ notice.

13.3 If the Client has not complied with payment after a written reminder to do so, InboundCPH shall be entitled to stop all delivery of the Services defined in the Contract.

13.4 The termination of the Parties’ Contract – the cause notwithstanding – shall not affect the provisions in the Contract, including the provisions which shall continue to be in effect or that come into effect in the event of termination and shall not affect the Client’s payment obligations pursuant to the Contract.

14. Professional secrecy

14.1 Each Party shall treat all documents and information received from the other Party as confidential and may not use, disclose or reveal any confidential documents or information except for requisite use with a view to the performance of the Parties’ Contract. Such disclosure of confidential information requires that the recipient is ordered in writing to observe the same confidentiality conditions as laid down in this provision.

14.2 Obligations concerning confidentiality pursuant to this provision shall be upheld at the time of the termination of the Parties’ Contract, provided that such obligations are not covered by information, which is generally and publicly known and that this is not due to the Party to whom the confidential information has been disclosed, or that, at the time of the disclosure of the information, this information was already known to the receiving Party from a source other than the Party from whom the confidential information originates.

14.3 InboundCPH reserves the right to refer to the Client as a reference.

15. Waiver

15.1 No failure, delay, relaxation or forbearance on the part of InboundCPH in exercising any power or right under the Contract shall operate as a waiver or in any way prejudice such power or right unless agreed in writing by a duly authorised representative of InboundCPH

16. GENERAL

16.1 The subject headings of these Terms and Conditions are included for purposes of convenience only and shall not affect the construction or interpretation of any of its conditions.

17. Force majeure

17.1 Each Party is released from performing the Party’s obligations pursuant to the Parties’ Contract if – and to the extent that the Party proves that– such performance is prevented (directly or indirectly) by force majeure. For the purpose of this Contract force majeure means any event(s) or circumstance(s) beyond the reasonable control of either Party which hinders, prevents, or impedes the due performance of the obligations of such party and which by the exercise of all reasonable diligence such party is unable to prevent including, strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic (for the avoidance of doubt, the parties agree that epidemic or pandemic includes Covid-19) or other natural disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, impossibility of the use of public or private telecommunications networks or the acts, decrees, legislation, regulations or restrictions of any government, provided that the mere shortage of labour materials equipment or supplies shall not constitute force majeure.

17.2 The occurrence of force majeure events shall be confirmed by the Party claiming them by means that are generally accepted for the certification of occurrence of the particular circumstances.

17.3 In case of occurrence of any force majeure events with the Party that prevent the Party from the fulfillment of the obligations under the Contract, the Party shall inform the other Party of such circumstances immediately, given the capability of technical means of instant communication and the nature of mentioned circumstances.

17.4 If the force majeure events and/or their consequences temporarily militate against the performance of the terms of the Contract, then its performance shall be suspended for the period during which the performance is impossible, but not more than thirty-five (35) calendar days during the term of a calendar year. If such events last in its entirety for sixty (60) calendar days during the term of a calendar year, this Agreement may be terminated without prior notice.

18. Choice of applicable law and venue

18.1 The Parties’ Contract shall be governed by and construed in accordance with the laws of Denmark, disregarding the Danish choice of law rules to the extent that such rules would otherwise lead to the application of any other law than Danish law.

18.2 The Parties undertake, through negotiation, to seek to reach an amicable resolution of disputes and to do so in a manner whereby normal services or normal production is not affected by this. In the event of failure to reach an amicable settlement after negotiation, any dispute arising out of or in connection with the Contract, including any disputes regarding the existence, validity or termination, shall be settled by the District Court of Copenhagen, Denmark.

Schedule 1 – Google Chrome Browser Extension

1. Introduction

This schedule forms an integral part of the Terms and Conditions between InboundCPH A/S (“InboundCPH”) and the Client and specifically addresses the Google Chrome Browser Extension (“Extension”) developed by InboundCPH.

2. Provision of the Extension

2.1 The Extension is provided as a component of the Services offered by InboundCPH.

2.2 The Extension is designed to be compatible with the Google Chrome browser and facilitates certain functionalities related to the Services.

3. Use of the Extension

3.1 The Client is authorized to use the Extension in conjunction with the Services provided by InboundCPH as per the terms of the main agreement.

3.2 The Client acknowledges that the Extension is intended to enhance the user experience of the Services and is not a standalone product.

4. No Guarantees or Warranties

4.1 InboundCPH provides the Extension “as is” and makes no representations, warranties, or guarantees of any kind in relation to the Extension, including but not limited to its performance, reliability, or suitability for a particular purpose.

4.2 InboundCPH shall not be obligated to provide any updates, upgrades, support, or maintenance services for the Extension unless explicitly agreed upon in writing.

5. No Obligations

5.1 InboundCPH shall have no obligation to ensure the continuous availability of the Extension or its compatibility with any version of the Google Chrome browser or any other software or hardware.

5.2 The Client acknowledges that InboundCPH reserves the right to modify, suspend, or discontinue the Extension at any time without notice or liability.

6. Limitation of Liability

6.1 InboundCPH shall not be liable for any direct, indirect, incidental, or consequential damages or losses that may result from the use of or inability to use the Extension.

6.2 The limitations of liability outlined in the main agreement shall extend to the use of the Extension.

7. Intellectual Property

7.1 The intellectual property rights in the Extension are owned by InboundCPH. The Client is granted a non-exclusive, non-transferable license to use the Extension as part of the Services under the terms of the main agreement.

7.2 The Client shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Extension.

8. Compliance with Laws

8.1 The Client shall use the Extension in compliance with all applicable laws, regulations, and the terms of the main agreement.

8.2 The Client shall be solely responsible for any misuse of the Extension.

Schedule 2 – Prohibited Activities

The Client shall not access or use the Services for any purpose other than that for which InboundCPH makes the Services available. The Services may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by InboundCPH.

As a Client and user of the Services, you agree not to:

Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Services.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Services.
Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.