Terms of Service for Asergo ApS
1. Preamble
1.1 These Terms of Service describe the terms of trade between the Customer and Asergo ApS.
1.2 All business terms include a Data Processor Agreement that is 100% compliant with GDPR and the EU Schrems II landmark ruling, fully supported and guaranteed. Consequently, your data will physically remain in the EU at all times.
1.3 These Terms apply to all types of agreements between the Parties.
1.4 In case of a discrepancy between these Terms of Service and any Data Processor Agreement between the Parties, the Data Processor Agreement will take precedence.
1.5 Sales of Asergo’s services and products are aimed at businesses.
1.6 Asergo reserves the right to make changes to these Terms of Service on an ongoing basis without prior notice, provided that the updated and applicable Terms of Service are always available on Asergo’s website. The only exception is point 1.1, which will not change.
2. Definitions
2.1 “Terms of Service” refer to these Terms of Service.
2.2 “Asergo” is an abbreviation for Asergo ApS, Reg: No. DK-43915878.
2.3 “Solution” defines the services and products that Asergo provides to the Customer.
2.4 “Parties” is a common term for the Customer and Asergo.
2.5 “Subscription Agreement” is used for purchases made upon digital acceptance of an Asergo quote.
2.6 “Traffic” means Internet-based traffic to and from the Customer’s Solution, delivered via Asergo’s infrastructure and Internet connection.
2.7 “Takeover day” defines the day on which Asergo activates the Customer’s Solution or renews it.
3. Terms of Payment
3.1 General
3.1.1 The fee for the Customer’s Solution is paid monthly in advance.
3.1.2 If the Customer upgrades a product or service, the Customer must pay the price difference for the original product and the upgraded product for the remainder of the initial binding period. From the next billing period, the upgraded product will be billed independently. The upgrade occurs from day to day unless the upgrade involves a manual process on Asergo’s part.
3.1.3 If the Customer downgrades a product, the Customer must continue to pay the original product’s price for the remainder of the initial thirty-day lock-in period.
3.2 Reminder Letters
3.2.1 If the Customer exceeds Asergo’s payment deadline, Asergo is entitled to send the 1st reminder two days after the payment deadline and the 2nd reminder five days after the payment deadline. If payment is still not received by Asergo after ten days from the payment deadline, Asergo can simultaneously suspend the Customer’s products and services as the claim is forwarded for debt collection. In all payment delays, Asergo can charge a fee when sending invoices and reminder letters. The Customer does not receive a refund for suspension periods if these are due to the Customer’s non-payment.
3.3 Consumption
3.3.1 If a Solution has an associated traffic package, traffic consumption must occur accordingly. Possible significant over-consumption of traffic will be post-invoiced at Asergo’s current prices.
4. Prices and Fees
4.1 All Asergo’s prices are in Euro and exclude VAT.
4.2 Asergo reserves the right to correct typing errors, make price changes, discontinue goods, and address subcontractors’ delivery failures.
4.3 Asergo can regulate all prices and fees with a minimum of one month’s notice. The Customer is obliged to pay the regulated price but may choose to terminate the agreement by the applicable notice periods. An announced price change will take effect from the next subscription period.
4.4 In the event of circumstances beyond Asergo’s control, including legal matters and price increases from Asergo’s subcontractors, Asergo can make price increases without notice. In the event of increasing energy costs, Asergo reserves the right to impose a corresponding energy tax to cover the increased energy costs. Such price increases and charges must be notified to the Customer with a minimum of one month’s notice.
5. Activation
5.1 The Activation Process
5.1.1 Asergo starts creating the Solution immediately after receiving the Customer’s order. The Customer’s ordinary right of withdrawal ceases in connection with this.
5.1.2 Payment for incorrectly ordered Solutions will not be refunded.
5.2 Contractual Relations
5.2.1 The Customer will receive a binding order confirmation and a proforma invoice when Asergo has accepted the order.
5.2.2 To establish an agreement with Asergo, the Customer must be a registered company. If this is not the case, Asergo cannot establish an agreement.
6. Customer Responsibility
6.1 General
6.1.1 The Customer is obliged to comply with good practice and order when using Asergo’s networks and services. Good practice and order mean, broadly interpreted, that the Customer may not use Asergo’s services to violate Danish law or in any way annoy other companies or private individuals. If the Customer is unsure whether an action on the Solution is permitted, it is the Customer’s responsibility to contact Asergo and request instructions.
6.2 Master Data and Permits
6.2.1 The Customer is obliged to keep their master data up to date with Asergo so that address information, contact information, and billing information are valid at all times.
6.2.2 The Customer agrees to comply with all applicable laws and regulations connected with the Customer’s business. The Customer also agrees that Asergo does not exercise any control over the content of the Customer’s information from the Solution. It is the Customer’s sole responsibility to ensure that the data that the Customer sends and receives complies with all applicable laws and regulations.
6.2.3 The Customer is obliged to provide all necessary and appropriate permits and approvals from any relevant third party and public authority that applies to the installation, use, and ownership of the Solution provided by Asergo.
7. Handling of Illegal or Infringing Content
7.1 Asergo’s Possible Actions
7.1.1 As a Service Provider, Asergo provides a Solution that enables the Customer to store and disseminate its data. The Customer has a free right of disposal over their data and the Solution itself. The Customer has full responsibility to ensure that there is no content on the Solution that is illegal or violates a third party’s rights.
7.1.2 If a Customer stores, publishes, or links to texts, images, film clips, audio files, etc., that Asergo can reasonably consider being illegal or contrary to the rights of a third party, Asergo reserves the right to, without notice, suspend the Customer’s Solution without being liable for any losses that the Customer may suffer as a result of the suspension.
7.1.3 The above also applies if Asergo assesses that the content of a Customer’s Solution is offensive or may appear harsh.
7.2 Inquiries from Third Parties
7.2.1 If Asergo receives an inquiry from a third party stating that there is illegal content on a Customer’s Solution, Asergo will inform the Customer of the inquiry.
7.2.2 To secure discharge from liability, Asergo is obliged to assess whether the contested content is illegal or infringes the rights of a third party (Section 16 of the E-Commerce Act). In the assessment, Asergo will, as far as possible, request and include relevant legal documentation, such as a ruling, court decision, or proof of ownership of rights.
7.2.3 If Asergo, in such a context and with a reasonable degree of probability, can establish that a Customer’s Solution contains material that is illegal or violates documented rights, Asergo is entitled, without notice, to suspend that Customer’s Solution without becoming liable for damages for any losses that the Customer may suffer as a result of the suspension.
8. Asergo’s Rights
8.1 Asergo reserves the right to change products and services from its price lists at any time.
8.2 Asergo is entitled to assess whether the Customer uses Asergo’s products as intended. If the Customer overloads their Solution to such an extent that it affects Asergo’s platform inappropriately, Asergo may at any time temporarily close access to the Solution in question without notice. Asergo always strives to contact the Customer to adjust the Customer’s consumption or offer the Customer an alternative Solution. If the Customer does not wish to adjust the consumption or accept an alternative Solution, Asergo can terminate the Customer’s Solution with one month’s notice from the initial Takeover day.
8.3 If a Solution sends out spam, phishing, etc., Asergo reserves the right to temporarily close access to the product and services without notice until the issue is resolved. This also applies even if the product owner is not aware of the said abuse or is directly responsible.
8.4 Asergo will continuously assess the function of scripts/programs/data on the Solutions, which may load servers or cause crashes. If this is the case, Asergo may temporarily block access to that Solution at any time. This will, if possible, usually take place in consultation with the Customer.
8.5 In cases where Asergo assesses that the Customer’s Solution’s components are obsolete and may constitute a security risk, Asergo may at any time block access to the Solution in question. However, this will usually take place in consultation with the Customer.
8.6 Asergo reserves the right to terminate a Customer’s ongoing Solution with 30 days’ written notice. In cases where the Customer has prepaid and the termination is due to Asergo’s termination, the Customer will receive a refund of the prepaid amount for the part of the prepaid period in which the product is terminated.
8.7 In the event of changes in legislation, rules, and permits issued under this, and orders for changes from an authority, Asergo may, without notice, change the Customer’s rights and obligations according to the conditions, without the Customer receiving any compensation.
9. Asergo’s Responsibility
9.1 Asergo cannot be held responsible for checking the validity of any recreated data. Asergo is not liable for losses if the Customer’s data cannot be recovered from backup due to lack of validity.
9.2 Asergo is not liable for damages due to unsolicited or unwanted transmission of data to/from the Customer from the Solution or as a result of the Customer’s loss of personal data or software. Asergo cannot also be held liable for losses due to unauthorized access to the Customer’s data and systems. The above exemptions are invalid if the loss is due to Asergo’s intentional or grossly negligent act.
9.3 Asergo cannot be liable for any indirect losses or consequential damages to the other Party regardless of whether the loss is due to system crashes, unauthorized access, failure to provide ordered services/products, or other conditions.
9.4 Asergo strives to make the systems available 24 hours a day, all year round. However, Asergo is entitled to discontinue operations when maintenance or other technical conditions make it necessary. Such interruptions will, as far as possible, be notified in advance.
10. Termination
10.1 Kubernetes Cluster and Servers
10.1.1 A Subscription Agreement is automatically extended. A Customer can terminate a Subscription via their Dashboard with 24 hours’ notice before the server agreement expires.
10.2 Subscription Agreements
10.2.1 Orders are invoiced 30 days in advance and renewed automatically unless the Customer terminates the Subscription Agreement no later than 24 hours before the end of the initial subscription period.
10.3 General
10.3.1 Asergo does not refund payments if the Customer wishes to terminate and discontinue their product in the middle of a period.
10.3.2 All terminations must take place via the Asergo Dashboard.
10.3.3 A termination is only valid when Asergo has confirmed the termination in writing.
11. Violation
11.1 The Parties have the right to terminate the agreement in the event of the opposing Party’s material breach of the contract. The Customer can also terminate the agreement if the delivered Solution suffers from defects, and Asergo has not remedied these defects within a reasonable time.
11.2 In the event of one of the Parties’ default, the defaulting Party shall, by written demand, have 30 days to cease defaulting. However, this does not apply to payment obligations or matters of such a nature that they cannot be remedied or terminated.
11.3 If the agreement is terminated due to Asergo’s default, the Customer is entitled to receive all data belonging to the Customer that Asergo has.
11.4 Asergo may terminate the agreement in writing to the Customer if the Customer has failed to pay a sent invoice and has not paid the amount due, including interest and fees, after the reminder has been sent.
12. Compensation
12.1 The Parties are liable for damages according to the general rules of Danish law. Compensation and any amount of fines together are limited to the redemption consideration.
12.2 Asergo is not responsible for the following types of losses:
- Operating losses or indirect losses.
- Payroll costs of the Customer’s staff.
- Costs related to entering lost data and restoring systems.
- Costs related to external consultant and advisory assistance.
- Customer loss of profit and goodwill.
13. GDPR - Processing of Personal Data
13.1 A Data Processor Agreement is offered and governs the terms of this processing entered into between the Parties. The Customer can request and enter into Asergo’s Data Processor Agreement via the Customer’s Dashboard.
13.2 Asergo is obliged to take the necessary technical and organizational security measures against the Customer’s information being accidentally or illegally destroyed, lost or degraded, and against it coming to the knowledge of unauthorized persons.
14. Confidentiality
14.1 The Parties undertake to treat all information concerning each other’s matters as confidential. Besides, the Parties undertake not to disclose such personal information to third parties without the opposing Party’s prior written consent and to use only confidential information for the purpose described in the Data Processing Agreement.
14.2 The Parties are entitled to pass on information to the opposing Party’s authorities in fulfillment of legal obligations. The opposing Party is obliged to disclose the confidential information to as limited an extent as possible without circumventing the authorities’ requirements.
14.3 Confidential information provided to the Customer before the date of accession to these Terms of Service is covered by the confidentiality obligation, which will also apply after the termination of the Parties’ mutual agreement.
15. Force Majeure
15.1 According to the agreement, neither Party shall be held liable to the opposing Party in respect of matters beyond the Party’s control.
15.2 Force majeure in the event of delay may not be enforced with the maximum number of working days that the force majeure situation lasts. If a deadline for Asergo is postponed due to force majeure, the associated payments will be delayed accordingly.
15.3 Force majeure may only be invoked if the Party in question has given written notice to the other Party within five working days after the force majeure situation.
15.4 The Party that is not affected by force majeure is entitled to cancel the agreement if the agreed takeover day is exceeded by 60 working days due to force majeure. Cancellation requires the Parties to return what they have received from the other Party as soon as possible, and after that, no further claims exist between the Parties.
15.5 Cases of force majeure may include lightning strikes, floods, natural disasters, lack of or delayed regulatory approval, government intervention, acts of war, fire, armed conflict, terrorism, insurgency, strikes, and lockouts, including strikes and lockouts among Asergo’s employees and any subcontractors.
16. Automatic Card Payment/PayPal
16.1 An agreement on automatic card payment means that the Customer’s fees for subscriptions to products and services provided by Asergo are executed by automatic transfer of the invoice amount from the Customer’s payment source to Asergo. Registration for automatic payment occurs during the order or subsequently through the Dashboard. When using PayPal, the Customer must set up a payment reference at their PayPal account. The Customer receives an invoice via email when money is automatically deducted from the Customer’s account due to the order.
16.2 When agreeing on automatic source payment, the Customer accepts that the invoice amount is due for payment on the same day as the invoice is issued.
16.3 It is the Customer’s responsibility to ensure that the registered payment source is valid. The payment information should be updated upon expiry, blocking, loss, or the like, preventing automatic source payment. If the Customer fails to pay the invoice amount, Asergo can send a reminder to the Customer. The Customer is responsible for all fees made automatically, and Asergo is entitled to charge for reminder letters. If the Customer does not pay after sending reminders, Asergo is entitled to close the Customer’s Solution, after which Asergo’s conditions for default apply.
17. Complaints and Disputes
17.1 Online Dispute Resolution by Art. 14, Paragraph 1 of the EU Online Dispute Resolution Regulations: The European Commission has established a platform for online dispute resolution (ODR). You can visit the platform at Consumer Redress in the European Union.
Registered Court: The Maritime and Commercial Court in Copenhagen, Denmark.
These terms are subject to change without notice.