Terms & Conditions

DORAedge subscription Terms & Conditions

Last updated on December 9, 2024

1. Introduction

1.1 These Terms and Conditions govern the use of the DORAedge platform (hereinafter referred to as the “System” or the “Platform”), provided by Performativ (hereinafter the “Provider”), to the customer (hereinafter the “Customer”). Performativ is located at Kronprinsensgade 2, 1114 Copenhagen, Denmark.

1.2 The order confirmation, any appendices, and these Terms and Conditions together constitute the agreement (the “Agreement”) between the Provider and the Customer. In the event of discrepancies, the order confirmation takes precedence.

1.3 If the Customer has entered into an agreement via a third-party administrator (“Partner”), these Terms and Conditions apply to the Customer’s use of the System, irrespective of the agreement with the Partner.

2. License and Usage

2.1 The Provider grants the Customer a non-exclusive, non-transferable right to use the System during the subscription term (“Term”), as outlined in Clause 13, solely for managing compliance with the Digital Operational Resilience Act (DORA) and related operational processes.

2.2 Access is restricted to the Customer’s personnel and authorized third parties explicitly agreed upon in writing.

2.3 Upon signing up to receive access to the System, a Customer can first begin a trial period, subject to the listed duration, or their subscription Term can begin. Unless the Customer terminates their subscription during the trial period, a subscription Term will begin upon conclusion of the trial period.

3. System Access and Technical Requirements

3.1 The System is accessible online via commonly used web browsers. Users are responsible for ensuring appropriate technical setups, including internet connectivity and hardware.

4. Customer Usage Limitations

4.1 The Customer may not sublicense, transfer, or commercially exploit the System without prior written consent. Reverse engineering, decompilation, or circumvention of the System’s technical safeguards is strictly prohibited.

4.2 The customer must keep their user credentials confidential and notify the Provider in case of any loss or breaches, that could compromise these details.

4.3 The customer is allowed only to use the system as intended, and is not allowed to replicate, reverse engineer or reproduce any elements of the system (also see clause 9). Similarly, the customer is not allowed to use the system for any market intelligence gathering or competitive benchmarking of any kind.

4.4 The Provider reserves the right to verify compliance with these Terms and Conditions and may suspend access to the System for violations or non-payment, after due notice.

5. Modifications and Updates

5.1 The Provider may update, improve or modify the System, with the aim of increasing the utility of the System. Such changes will not affect the obligations of the Customer under this agreement.

5.2 If updates result in Customers being unable to access the System with loss of data that the Provider cannot recover within 30 days, the Customer may terminate their subscription with proportional refunds for unused periods.

5.3 Customers may request changes to the System’s scope, but implementation is at the sole discretion of the Provider.

6. Pricing and Payment

6.1 Subscriptions are billed in advance, per the chosen billing schedule of monthly or annual payments, and are non-refundable. Pricing is subject to annual adjustments, capped at the higher of the EURO Harmonized Index of Consumer Prices (HICP) or 10% of the previous term’s rates.

6.2 For price changes outside the outlined terms in 6.1, the Customer may terminate their subscription with proportional refunds for unused periods.

6.3 On signup (incl any trail period), a valid method of payment must be selected and entered accordingly. Payment will happen on the first day of the subscription period, for the following subscription term, per 6.1.

6.4 Late payments as a result of invalid or expired payment details are subject to a 3.5% late fee per month.

6.5 The chosen subscription type, cannot be changed to a lower tier during the subscription term. Should the customer subsequently require a lower tier subscription plan, that can be changed at the time of renewal.

6.6 For subscriptions through a Partner, any specific terms listed in that agreement, is handled directly with the Partner, and otherwise follows this present agreement’s terms.

7. Support and Availability

7.1 The Provider offers technical support via email or voice during European standard business hours. While reasonable efforts are made, specific response times are not guaranteed unless agreed upon in a Service Level Agreement (SLA).

7.2 The Provider strives to maintain high availability of the System, with scheduled maintenance or unforeseen disruptions communicated in advance where feasible.

8. Data and Backup

8.1 Customer data remain the property of the Customer. The Provider will retain backups for up to 12 months post-termination, ensuring secure and organized storage practices.

8.2 Anonymized data may be used by the Provider for statistical and performance improvement purposes.

9. Intellectual Property

9.1 All intellectual property rights to the System and related documentation are retained by the Provider or its licensors. Customer rights are limited to those explicitly granted in this Agreement.

9.2 Customers warrant that all uploaded data complies with applicable laws and does not infringe third-party rights.

10. Personal Data Protection

10.1 The Provider acts as a data processor for Customer data, governed by a separate Data Processing Agreement (DPA). Customers or Partners, as controllers, are responsible for compliance with data protection laws.

10.2 The Provider maintains confidentiality of all personal data and processes it strictly within the terms of the DPA.

11. Confidentiality

11.1 Both parties agree to safeguard each other’s confidential information, except for disclosures required by law or regulations. System-related data confidentiality is governed by the DPA.

12. Warranties and Liability

12.1 The Provider does not warrant uninterrupted or error-free operation of the System. Efforts will be made to address issues within reasonable timeframes.

12.2 The Provider’s liability is limited to direct losses up to the value of one year’s subscription fees. Indirect, consequential, or data-related losses are excluded to the fullest extent permitted by law.

13. Termination and Expiry

13.1 Subscriptions are for a 12-month Term and renew automatically unless the Customer’s billing admin terminates the subscription through Stripe.

13.2 Upon termination, the Provider will securely delete Customer data within 12 months, subject to data extraction requests from the Customer.

14. Governing Law and Disputes

14.1 This Agreement is governed by Danish law. Disputes will be settled in Danish courts, with the Provider’s venue as the jurisdiction.