Terms of trade

User management

Upon entering into the Agreement, the Customer shall select which Identity Provider (IDP) is to be used to gain access to the solutions.

Delivery terms

The Supplier shall deliver the solutions by making them available online to the Customer from the start date stated in the Agreement. Updates to the solutions will likewise be available online.
The Customer is responsible for downloading the solutions and updates that require manual download.
Access to the solutions requires that the Customer has been assigned an IDP by the Supplier.

Overview of download pages and online solutions

Solutions are launched or downloaded from the download page at vitec-mv.com.

Prices

The Supplier adjusts prices annually in accordance with the Danish Net Price Index.

Liability

The Supplier’s total liability for damages shall never exceed the value of the Agreement, including interest and costs. The Supplier shall not be liable for indirect losses or damages, such as operational loss, loss of profit, or any other consequential losses.
If the Supplier is held liable for product liability towards a third party, the Customer shall indemnify the Supplier to the same extent as the Supplier’s liability is limited under these Terms of Trade.
The Supplier shall not be held liable for non-fulfilment or delayed fulfilment of the purchase agreement caused by force majeure events, including but not limited to strikes or lockouts, shortage of qualified labor, war, riots, blockades, fire, lack of or defective deliveries from subcontractors, shortage of fuel or energy, breakdown of production facilities, or any other reason beyond the control of the Supplier.
The Customer shall not be entitled to cancel the purchase or claim any compensation for operational losses or similar.

Amendments to the Agreement

The contact person specified in the Agreement will be informed by email of new solutions and updates covered by the Agreement.
At each renewal of the Agreement, price adjustments will be made.
The Supplier reserves the right to add or remove solutions from the Agreement, either by updating an existing solution to a newer version or replacing a solution with another solution of equivalent functionality.
Any other changes to the Agreement shall require a new Agreement between the Customer and the Supplier.

Commencement and termination

The Agreement enters into force as per the stated start date.
The Agreement is a recurring subscription with annual payment, based on the start date of the Agreement.
The start date of the Agreement constitutes the annual billing date.
Termination must be made in writing at least three months before the annual billing date.
If termination is made earlier than three months before the billing date, the Agreement remains in effect until the billing date.
If the deadline for termination is exceeded, the subscription will be renewed for one additional year, subject to the same termination conditions as those applicable at the time of entering the Agreement.

Payment terms

Payment is due at the Agreement’s start date.
If the payment deadline stated on the invoice is not met, the Agreement may be terminated.

Right of use

The number and type of licenses are specified in the Agreement.
During the contract period, the Customer is entitled to use the Supplier’s solutions via the licenses made available.
The Supplier retains ownership of all solutions at all times.
If licenses are not used for the users covered by the Agreement and/or the Supplier suspects misuse, the Supplier reserves the right to deactivate the relevant licenses.

Use of speech-to-text

End users’ use of speech-to-text is fully anonymised between the Supplier’s customers, their end users, and the Supplier’s subcontractor providing speech-to-text services.
However, the spoken content itself is not anonymised. Therefore, it is the Customer’s responsibility to ensure that end users do not dictate any personally identifiable information. Particular attention is drawn to the use of Speech-to-Text in relation to GDPR Article 9: Processing of special categories of personal data.
The Customer is obligated to instruct end users to use only anonymised or pseudonymised references when dictating.
Violation of this instruction may constitute a breach of European GDPR legislation.

Termination of speech-to-text

If speech-to-text is not included in the main contract, the Supplier reserves the right to disable access to the service without further notice.

Contact information

The Supplier can be contacted at +45 65 91 80 22 or via email: salg.mv@vitecsoftware.com.

Changes to terms of trade

The Supplier reserves the right to unilaterally change the terms of trade without notice.

Governing law

It is explicitly agreed that all agreements are governed by Danish law.

Disputes

Any dispute arising out of or in connection with the Agreement, including its formation, performance, or termination, shall, if not resolved amicably, be finally settled by arbitration. The party requesting arbitration shall notify the other party by registered mail and provide a brief justification for initiating arbitration proceedings. The arbitral tribunal shall be composed of one arbitrator appointed by each party. The two arbitrators shall jointly appoint a chairperson, who must be a qualified lawyer. If either party fails to appoint an arbitrator, the appointment shall be made by the courts in accordance with Section 3 of the Danish Arbitration Act. In all cases, the powers referred to in Section 3 shall be exercised by the President of the District Court of Odense, regardless of whether the case would otherwise fall under the jurisdiction of the High Court. If the parties agree, the arbitral tribunal may consist of a single arbitrator, who must be a qualified lawyer appointed by the President of the District Court of Odense.
The Danish Arbitration Act shall apply.
The arbitral tribunal shall not only be entitled to apply existing law but may also decide the case based on considerations of equity and commercial fairness, provided that such considerations do not conflict with applicable law.
The arbitral tribunal shall determine by its award who shall bear the costs of the arbitration proceedings.