General Terms & Conditions
These terms and conditions (the General Terms and Conditions) apply to Woomio ApS (Woomio) corporate registration number DK36053720, at the address Skelbækgade 2, 1717, Copenhagen V, provision of services, (the Services) (as defined in the Product & Services) to the Customer and state the conditions under which the Services may be used. The General Terms and Conditions represent together with a signed Price Quote the valid agreement (the Main Agreement) between the parties during the Paid Subscription Period. What is stated in the Purchase Terms takes precedence over what is stated in the General Terms and Conditions if the content of the documents should differ. By signing a Price Quote, or by accepting these General Terms and Conditions upon a sign up procedure, or in any other way, you hereby confirm that you are authorized to bind the Customer through such execution.
- VAT
VAT will be added to the invoice if applicable
- The services
Woomio is a web based software (the “Woomio Software”), that provides the ability for our paying customer to apply the software to get access to data when working with influencers, when it is accessible by the platforms that the influencers are active on. With the use of Woomio Software, the Customer is enabled to access insights on data when working with online influencers. Woomio helps the customer to better navigate and understand how the data behave on the different platforms. This way the Customer is much better equipped to explore and benefit the impact influencer marketing can have for their business and brand value. The best insights on the market, enable Woomio Customers to understand how to maximize ROI when doing influencer marketing. Agreed professional services will be defined in the Product & Services. Woomio is constantly working to develop and improve the Services. Woomio reserves the right to implement new versions, upgrades and packaging of the Services including, but not limited to, changes that affect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Services, at any time without prior notice. Customer will be informed in advance should Woomio assess the changes to be of essential importance for Customer
- Access to the services
Woomio safeguards the Services and it is important that they can be used securely and safely. The Customer shall ensure that user identities and passwords for accessing the Services are stored and used in a secure manner and cannot be accessed and thereby used by not authorised third parties. The Customer shall be liable for any unauthorised use of the Services. Where it is suspected that any unauthorised person has become aware of a user identity and/or password, the Customer shall immediately inform Woomio thereof and also change such user identity and/or password. Woomio reserves the right to close Customer’s access to the Services at any time if Woomio considers that Customer is in breach of the Main Agreement or that there is a security risk at hand.
- Use of the services
The Services may only be used by Customers being legal entities and organisations, not by consumers, and in accordance with the Main Agreement and security and administrative instructions sent to Customer from time to time, such as information via the Services, direct messages to Customer or via www.woomio.com. The Customer shall be responsible for the activities conducted by the Customer (its employees, consultants, directors, agent or any other authorised by Customer) within the Services and shall use the Services in compliance with all applicable laws in conjunction therewith. Customer shall use the Services solely for its internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) knowingly send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, allow a “bot” or other not approved automated process to interact with the Services; (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (v) attempt to gain unauthorized access to the Services or its related systems or networks. Customer shall not (i) modify, copy or create derivative works based on the Services or (ii) disassemble, reverse engineer, or decompile the Services.
- Processing of personal data
If your use of our services including processing Content that contains “personal data” that is subject to the General Data Protection Regulation (EU) 2016/679, you may enter into a Data Processing Agreement (“DPA”) with Woomio, request at [email protected]. If you sign a DPA, it will apply to the processing of that personal data and be part of this Agreement. Woomio has updated its Data Processing Addendum (DPA) for GDPR. The GDPR DPA and some FAQs are available to all of our Customers. If you would like to incorporate the GDPR DPA into your existing agreement with Woomio, please email us at [email protected] and we will promptly send you Woomio Data Processing Agreement for you to complete, sign and return to us.
- Accessibility and security
Woomio undertakes, in its sole discretion, to adopt reasonable measures in order to ensure that the Services are available over the Internet around the clock, seven (7) days a week. Woomio shall be entitled to take measures that affect the aforementioned accessibility where Woomio deems such to be necessary for technical, maintenance, operational, or security reasons. Customer is aware and accept that maintenance, upgrades, bugs and other planned or unplanned causes or circumstances can lead to interruptions or faults in the Services. The Customer is aware and acknowledges that the Customer’s access to the Internet cannot be guaranteed and that Woomio shall never be liable for deficiencies in the Customer’s own Internet connections or equipment. Woomio shall adopt reasonable measures to ensure that the security of the Services meets relevant industry standards. Woomio guarantees a 98% uptime during a full calendar year, excluding server maintenance and security updates. The customer will receive one business week notice for maintenance and one day notice for security updates.
- Support service
Should any questions arise about the use of the Services, Woomio provides customer support services. Contact at [email protected] or found at the chat service on www.woomio.com, lower right corner.
- Term and termination
The Services, as set out in the Product & Services, are available between the dates of subscription start and subscription end as stated in the Subscription Terms (the Paid Subscription Period). The Main Agreement is valid during the Paid Subscription Period. Credits paid for will be updated every month and unused credits will expire each month. Upon expiration of the Paid Subscription Period, the Paid Subscription and the Main Agreement will be automatically renewed with successive renewal terms at Woomio’s then current terms and conditions (the Renewal Period). If neither party has terminated the Paid Subscription in writing no later than 90 calendar days prior to the Paid Subscription Period ends (or the expiry of the subsequently extended Renewal Periods), the duration of the Paid Subscription Period and the Main Agreement is extended by the same length of time as the Paid Subscription Period. After the Paid Subscription Period has ended, the access to the Services are automatically terminated. Woomio may always, with immediate effect, terminate the Main Agreement earlier than what is stated above if Customer significantly or repeatedly fails in obligations under the Main Agreement and do not take action to correct this within 30 days of receipt of a written request to do so from Woomio, or enters into bankruptcy, enters into a deed of arrangement, suspends payments, is the subject of a company reconstruction or in any other way may be at risk of becoming insolvent
- Limitation of liability etc.
Except for any legal responsibility that Woomio cannot exclude in law (such as mandatory product liability, personal injury or death), Woomio is not liable for loss of income, profits and savings, loss of contracts, loss of production, loss of goodwill, loss of data or other information, claims by third parties, consequential loss or any other indirect loss. Woomio is not liable for the permanent and uninterrupted availability of the Services or any other loss or outcome arising from any of the situations, including lack of accessibility and security, interruptions, risks and faults, referenced in Section 5. With regards to content, material or any third party services, Woomio does not guarantee that any content, material or service that is provided by third parties is correct, reliable, complete, accessible or lawful and Woomio is not liable for any damage or loss related to defects in such content, material or service. The Customer shall defend and indemnify Woomio for any claim, suit or proceeding brought against Woomio by any third party arising out of or connected to Customer’s use of the Services including claims related to Content published by the Customer within the Services.
- Prices and payment
The Customer shall pay compensation for the Services in accordance with the fees set out in the Product & Services or otherwise agreed. Payment shall, if not otherwise stated in the Subscription Terms, be made in advance, against Woomio’s invoice or, if applicable, through use of a credit card. Payment must reach Woomio in full within stipulated payment term set out in the Subscription Terms. If Customer should pay Woomio’s invoice late or fails to pay at all, Woomio may charge interest for late payment with an interest rate of eight (8) percent per annum, as well as reminder charges and compensation for any debt recovery costs, in addition to any other remedies Woomio may have. The Customer undertakes to make payment of invoices, in the currency stated on the invoice, to the account stated on the invoice. Without prejudice to its other rights, Woomio may temporarily disable the Customer’s access to the Services in the event the Customer has overdue payments in excess of twenty (20) days. In addition, Woomio may terminate the Main Agreement, delete and destroy the Customer’s Content in the event of overdue payments in excess of forty (40) days. In the event of early termination of the Main Agreement due to Customer’s breach the Customer shall not be entitled to a refund of any prepaid fees.
- Force Majeure
Neither party is responsible for faults or delay in the fulfilment of undertakings according to the Main Agreement if such faults or delays are caused by reasons or circumstances that cannot be controlled including, but not limited to, interrupt or fault in the Internet or network, telecommunications, electricity supply or other infrastructure, general labour conflicts, war, fire, lightning strike, terrorist attack, DDoS attacks or similar attacks attempting to disrupt normal data traffic, changes in the regulations of the authorities or faults or delays in services from sub-contractors because of any of these circumstances.
- Intellectual Property Rights
All intellectual property rights relating to Woomio, Woomio’s Services, website and other related services, such as patents, design patents, design and pattern rights, copyright, neighbouring rights, moral rights, trade secrets and know-how, rights to databases, trademarks, company names, rights according to marketing legislation and all other intellectual property rights, in all cases regardless of whether registered or registrable, and all applications for registration of any of the above-named rights as well as the right to apply for these, and all rights and forms of protection of a similar character or that have a similar effect as these anywhere in the world, are and remain Woomio’s or Woomio’s licence providers’ property. Use of the Services does not in any way represent a transfer or assignment of such intellectual property rights to Customer.
- Confidentiality
Both parties undertake to treat information that may be considered to be the other party’s business or trade secret (regardless of whether it is verbal, in writing, electronic or in some other form) as confidential unless the party providing the information gives express written consent otherwise. This means that neither party may divulge such information to a third party or use such information for any purpose other than the fulfilment or implementation of the Main Agreement. Both parties must also ensure that any employees, agents or others that such information is revealed to follow this undertaking. This obligation of confidentiality applies for two (2) years after the Main Agreement has been terminated. The obligation of confidentiality does not however apply to information that is generally known or that a party can demonstrate that the party was aware of by some other means than through the Main Agreement. Neither does the obligation of confidentiality apply when a party is obliged to provide the information in accordance with law, regulations or the decisions of the authorities.
- Changes to the Terms and Conditions and the Main Agreement
Woomio may change the General Terms and Conditions. The Customer shall be informed of such changes by e-mail, or through information being made available within the Services or on Woomio’s website. Any changes come into force one (1) month after Woomio has, as set out above, informed Customer thereof.
- Transfer of the Services
The Main Agreement is valid between the parties and may not be assigned or transferred unless agreed in writing. However, Woomio may, in full or in part, transfer the provision of the Services to another company in the same group as Woomio. All rights and obligations that apply between Customer and Woomio will then instead apply between the Customer and the company that takes over the Services.
- Applicable law and disputes
The Main Agreement and the relationship between Customer you and Woomio will, unless otherwise stipulated in mandatory applicable law, be interpreted and applied in accordance with Danish law (although with the exception of such international civil law provisions that involve the application of the law in any other jurisdiction). Disputes arising from the Main Agreement or the relationship between the parties will, unless otherwise stipulated in mandatory applicable law, be decided by the general courts, with Copenhagen District Court as the first instance.
- Personal data
Woomio protects your personal integrity and strives to always protect your personal data with utmost care.
- Marketing
An important part in making the services better means promoting our services. Thus by signing a Price Quote, or by accepting these General Terms and Conditions upon a sign up procedure, or in any other way, you hereby confirm that Woomio can use your company, company logo and you as a reference for marketing purposes.
