Actimo Terms & Conditions

Version 1.91
Updated 2020-05-28

1. Introduction and purpose

1.1.     The Actimo General Terms and Conditions (“Terms and conditions”) shall apply to Actimo Aps (“Actimo”) delivery of services for employee engagement (“Service”). The Service shall be delivered to business customers only.

1.2.    By ordering the Service, the customer (“Licensee”) accepts the Terms and conditions which will apply to the use of the Service for the full length of the subscription (“Duration of Service”). The Term and Conditions apply in full, unless otherwise stated in the Actimo Licensing Agreement (“Licensing Agreement”) or addendums to the Licensing Agreement .

1.3.   Actimo delivers a web-based Service that allows the Licensee to communicate, train and lead distributed employees. The Service is delivered as described on the actimo.com website with the modifications described in the Actimo Licensing Agreement.

1.4.   The Service is owned by Actimo ApS (hereinafter referred to as “Actimo” or the “Licensor”), a Danish company with registered address at Fruebjergvej 3, DK-2100 Copenhagen, Denmark, and registered in the Danish Trade Register with CVR 32 93 27 70 and E-mail address: info@actimo.com.  

2. License terms

2.1.   Actimo hereby assigns Licensee a non-transferable and non-exclusive license to use the Service, according to the conditions set out in this agreement. 

2.2.    This license covers the, to date, latest developed and released version of the Service as well as future updates of the Service with the functionality that is released on the platform to general implementation for licensees in general.

2.3.    New releases of general improvements will continuously be rolled out to the platform automatically, with no additional cost to the Licensee. 

2.4.    The Licensee’s Users (Admins and editors) can freely use the Service as long as the Users use the Service in compliance with the Terms and Conditions defined in this document. It is the responsibility of the Licensee, that Users comply with the Terms and Conditions.

2.5.   The Service can be used for the purposes defined in the Actimo Licensing Agreement.

2.6.   The duration of the right to use the service is defined in the Actimo Licensing Agreement.

3. Intellectual property rights

3.1.    Licensee has the full and complete ownership, copyright, and intellectual property rights to all content created with and uploaded to the Service by the Licensee.

3.2.    Licensor has the complete ownership, copyright, and any other intellectual property rights to the Service and all pre-uploaded content, including templates, standard content, graphic design, ideas, and code of the software platform. These rights are protected by the Copyright Act and by international conventions of intellectual property rights and may not be copied, reproduced, modified, decompiled, or distributed except for the uses authorized by Actimo.

3.3.    The licensee agrees to Actimo’s use of the licensees name and logo for marketing purposes including but not limited to Actimos website and Social Media activities.

4. Data handling

4.1.    The Licensee is the Data owner of all content in Licensee (User) account(s) on the service. Actimo is the service provider and takes responsibility for all data handling of the Licensees data in the Service. As the data handler, Actimo shall treat and protect data according to the rules set out in this document and also comply with the general rules and legislation for data handling for the markets where Actimo explicitly provides Services to the Licensee.

4.2.    Before using the Service with personal personally identifiable information (“PII”), the Licensee has to approve and sign Actimo Data Processor Agreement (“DPA”), found on www.actimo.com/dpa 

4.3.    In the context of provisioning and operating the Service, Actimo will obtain data about users and recipients. This data, for example, includes names, phone numbers, e-mail addresses, IP-addresses, phone model, service provider, and user’s statistics about the recipient’s interactions with messages. 

4.4.    Actimo shall not use the information obtained by Licensee, its Users and recipients for other matters than for providing the Service to the Licensee and its Users, and the recipients the Users communicate with. 

4.5.    However, Actimo is allowed to use aggregated statistics and usage data from the Licensee, Users, and recipients in an anonymized form for platform optimization, general analytics, and benchmarking purposes.

4.6.    Upon termination of the Licensing Agreement, Actimo shall return or destroy all personal data that is unique to the Licensees accounts, but can keep anonymized aggregated data for optimization, analytics, and benchmarking purposes.

4.7.    Actimo shall ensure that any sub-processor and sub-contractor takes appropriate technical and organizational security measures to protect data processed under this Agreement against accidental or unlawful destruction, loss, or alteration, and against unauthorized person’s access to information, or other abuse in conflict with the Act on Processing of Personal Data.

4.8.    If Actimo finds or suspects that there has been a security breach, Actimo shall immediately notify master users thereof. Master users will be contacted via the email address registered for their Actimo client.

4.9.    It is each User’s responsibility to protect the security of his or her login information and ensure the diligent custody and use of the same, being that the User is responsible for all activities and/or contents carried out or created using his or her login data.

4.10.    The user must notify Actimo immediately of any unauthorized use of his/her password or account, as well as any other breach of security of which he or she might be aware of.

4.11.    The Licensee has the right to do an audit of Actimo at any time to ensure that Actimo complies to correct data handling according to this agreement and the general legislation for processing and handling of personal data (Personal Data Protection Act).

5. Right to be forgotten

5.1.    Actimo provides a secure and reliable application that ensures automated anonymization, deletion of data for inactive data subjects, as well as opt-out functionality with subsequent deletion for data subjects. When a contact has been deleted or inactivated for a certain period of time, this contact is anonymized, meaning that all their data is overwritten and no longer personally identifiable.

6. Content and usage restrictions

6.1.    Actimo does not accept any responsibility for improper use of contents in the Service by Users, such being the sole responsibility of the Licensee, its Users, and recipients of information who accesses or makes use of the content. 

6.2.    It is strictly prohibited to:

    6.2.1.    Use the Service for any illegal or unauthorized purpose

    6.2.2.    Collect, upload, publish, send or transmit any information, material or other content that is illegal, threatening, or libellous

    6.2.3.    Collect, upload, publish, send, or transmit pornographic material

    6.2.4.   Collect, upload, publish, send, or transmit any information, material or other content that violates the rights of third parties, including intellectual property rights

    6.2.5.   Collect, upload, publish, send or transmit any material that contains viruses or any other kind of malicious code

    6.2.6.    Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity

7. Warranty

7.1.    If the Licensee, after having accepted these license conditions, demonstrates that the Service is essentially not functioning in accordance with the agreement, or that there are significant errors in the Service (that is, errors that are characterized by one or more of licensee’s core business functions not being able to be performed due to the errors in the Service), Licensor may, at its sole assessment, either:

    7.1.1.    Free of charge, correct the errors within one week

    7.1.2.   Refund the license fee that the Licensee has actually paid for the service in the period after the claim has been received by Licensor – with a deduction of the possible utility of the Service licensee has had in the period, or

        7.1.2.1.    Resign from the License Agreement, and refund the license fee for the period after the claim.

    7.1.3.    Actimo guarantees, that if Actimo ceases to exist and is no longer able to, in some form, to deliver the Service included in the License agreement to the Licensee, Actimo will supply the Licensee with a restricted version of the source code of Actimo solution to be used only by the Licensees for continuation of the use case in the License agreement. The installation may not be distributed to any third party nor sublicensed. 

8. Liability

8.1.    Licensor is responsible for product liability according to the current and mandatory legislation.

8.2.    Neither party shall under any circumstances be responsible for loss of expected profit, loss of data, damage of records or data, or any other form of indirect concrete accidental loss or consequential loss in the occasion of, or in conjunction with, the other party’s use of the Service.

8.3.    In all cases, Licensor’s entire liability for any loss or damage arising in connection with or related to these license terms or the use of the Service is limited to the license fee actually paid by the Licensee for the service in the 12 months before sending a possibly justified complaint.

9. Force majeure

9.1.    Licensor is not liable to the licensee when the cause of the failure and the consequent loss is due to circumstances beyond Licensor’s control and which Licensor does not know the license agreement should have taken into consideration, nor ought to have avoided or overcome.

9.2.    Unpredictable failure, delay or non-delivery, strikes, lockouts, lack of telecommunications access, restrictions imposed by public authorities and similar events therefore exempts both parties from liability.

10. Breach

10.1.    Licensor is entitled to terminate these Licensing Terms with immediate effect if the Licensee is in material breach of these.

10.2.    Licensee is entitled to immediately terminate the license agreement if the Licensor fails to fulfill and there is a material breach in the obligations under this License Agreement 

11. Applicable law and jurisdiction 

11.1.   Danish law shall govern any dispute that may arise from the use of the Service and Danish district court shall have exclusive jurisdiction.