Terms & Conditions

November 2026

1. What service we provide to you

1.1. We provide you online access to the service

  1. You will be able to access the service via the Internet 24 hours per day 365 days a year.
  2. There will be, from time to time, shorter periods of time where the service will be unavailable due to, amongst others, maintenance services. However, we will make sure that during each calendar month the service on average is available at least 99,5 % of the time.

1.2. We offer you standard functionality and a standard user interface

  1. We offer you the standard functionality and the standard user interface current at the time of your subscription.
  2. We will continue to develop and improve the service in accordance with what we deem to best meet the demands of our customers and you therefore accept that we might change the service during your subscription period. We will, however, strive to inform you in good time when we plan to make major updates to the service and minimally 14 days in advance in case of making significant changes to existing, standard functionality.

1.3. We in some cases provide you with customized functionality and integrations

  1. We in some cases provide you with customized functionality and customized integrations to third party systems.
  2. These customizations require that we first develop them as further specified in a sheet attached to this agreement or in a separate agreement concluded between us. The customizations will in such cases be considered a part of our software service once they have been delivered in accordance with the terms set out in the sheet or the separate agreement. We do not make changes to the functionality of customizations without your prior approval. We may however on our own initiative correct errors in them and perform optimizations on them.
  3. Any part of a customization integrated with the system of a third party may wholly or partially malfunction if the relevant third party makes changes to its system. This is not considered to be an error in the effected part of the customizations. We will nevertheless without charging you any extra payment use reasonable efforts to try to rectify any problems created by such changes.
  4. We own all intellectual property rights to customizations. You are, however, granted an irrevocable, fully-paid up right to use the customizations as part of using our standard cloud service for as long as you maintain a subscription for this service

1.4. We back-up your data

  1. We back-up your data.
  2. Your data is the data you register with or upload to the service. We store it for as long as you subscribe to the service and you consent to that we may store it for up to 24 months after the subscription is terminated unless this violates mandatory data protection laws.
  3. We will reinstate your data without undue delay if it is deleted due to an error in the service or errors committed by us.

1.5. We are available if you need help using the service

  1. You can contact us via e-mail during our regular office hours if you need help using the service. You can find our contact information on our website.

1.6. We inform you about maintenance activities in good time if we can

  1. We sometimes need to maintain the service and while doing so it may be unavailable.
  2. If so, we will strive to inform you in good time about the scheduled maintenance activities. The need for maintenance may, however, sometimes be urgent and in this case, we might not always be able to inform you in advance about unavailability of the service.

2. What you in return do for us

2.1. You pay us this and this way for use of the service

  1. You pay for the use of the service in accordance with one of our price models.
  2. The price model comprises periodical subscription fees and ongoing transactions fees. You pay the fees stated on the signature page.
  3. We shall be entitled to adjust our prices at the beginning of a new subscription period.
  4. We invoice any subscription fees in advance shortly after you have signed this agreement and in connection with renewals 30 days prior to the expiration of a subscription period. The advance payment covers the period where you cannot terminate the subscription for convenience. A subscription period is a period of 12, 24 or 36 consecutive months. The subscription period begins the first day of the month you sign this agreement.
  5. The invoiced amount is deemed to have been paid once we have received it in our account.

2.2. Automatic Upgrade and Full-Period Billing

  1. Each Subscription Plan includes the annual usage volume stated on the signature page or in the order form. Usage is measured by the number of endorsements, certificates, documents, transactions, submissions, or other chargeable usage units processed through the service during the applicable subscription period.
  2. If your actual usage exceeds the usage limit included in the selected Subscription Plan during a subscription period, you will automatically be upgraded to the lowest Subscription Plan that covers your actual usage.
  3. If an automatic upgrade is triggered, you must pay the full price difference between the originally selected Subscription Plan and the upgraded Subscription Plan for the entire subscription period, regardless of when during the subscription period the usage limit is exceeded.
  4. The upgrade charge will not be calculated on a pro-rated basis. This means that if you exceed the limit at any time during the subscription period, we may invoice you as if the upgraded Subscription Plan had applied from the beginning of that subscription period.
  5. You acknowledge that our Subscription Plans and pricing are based on annual usage commitments and that you are responsible for selecting a plan that reflects your expected use of the service. The full-period upgrade charge ensures that you pay the correct annual plan price for your actual usage and do not obtain a lower price by selecting a plan below your expected usage.
  6. We may invoice you for the difference between the annual subscription fee already invoiced or paid for the originally selected Subscription Plan and the annual subscription fee for the upgraded Subscription Plan that covers your actual usage. The invoice is payable in accordance with the payment terms set out in this agreement.
  7. If you exceed the highest available Subscription Plan, we may invoice additional usage at the overage rate stated on the signature page or in the order form. If no overage rate is stated, we may invoice such additional usage at our then-current standard rates or require you to enter into a custom Enterprise plan before further use is permitted.
  8. You acknowledge that usage of the service is controlled by you and your authorised users. You therefore accept that exceeding the agreed usage limit triggers an automatic upgrade and full-period upgrade charge without any requirement for a separate purchase order, written approval, or additional signature.
  9. We may, but are not obliged to, notify you when usage approaches or exceeds the included limit. Any failure to send such notification does not affect our right to invoice you for automatic upgrade charges or overage charges.
  10. Continued use of the service after you have exceeded the applicable usage limit constitutes acceptance of the automatic upgrade, the full-period upgrade charge, any overage charges, and the related invoicing.

2.3. You validate all data typed into the system prior to carrying out transactions

  1. You validate all data typed into the system prior to carrying out transactions.
  2. This obligation requires that you must always make certain that there are no errors in the data typed into the system before any transactions are carried out on basis of the data. This applies when you have initially input the data by yourself. It also applies if we, as part of supporting your use of the service, input the data on your behalf in which case we accept no responsibility for this data being incorrect or input incorrectly.

2.4. You grant us and related third parties the right to use your data to this extent

  1. You grant us the right to use and the right to grant related third parties’ access to your data to the extent this is a necessary part of delivering our service.
  2. It will depend on your particular use of the service what may be deemed to be a necessary use of your data and grant of related third-party access to your data. If for example your use of our service includes facilitation of co-operation between you and certain related third parties, we may pass on data which is necessary for that related third party to deliver the services facilitated by us. If your use of our service includes help with processing documents with public authorities, we may likewise pass on data necessary for the public authority in question to process your documents.

2.5. You allow us to use you as a reference

  1. This right entitles us to inform other customers that you use our service and as part of this information to incorporate reference to your company name and web site.
  2. This right also entitles us to display a high-quality copy of your logo on our website and in our marketing, materials including a description of how you use our service and the benefits derived from this use. This use is subject to the conditions that we do it in a context where it is evident that we only use your logo to draw attention to the fact that you are using our service and that we without your written approval refrain from directly or indirectly giving the impression that you actively recommend the use of our service.
  3. You may wholly or partially terminate our right to use you as a reference by notifying us in writing with 30 days’ notice to the end of a calendar month.

3. When we activate your subscription and how you can terminate it for convenience

  1. We activate your subscription immediately after you have signed this agreement.
  2. You may terminate your subscription for convenience to the end of a prepaid subscription period by giving written notice with the notice period stated on the signature page or in the order form. Otherwise it is automatically renewed with a new prepaid subscription period with the same length as the preceding one.
  3. Written termination notice must be given to: debitor@contenera.com

4. How we may change the terms of this agreement

  1. We will send you a message if we wish to change the terms of this agreement.
  2. The message will be sent as an important message. You can read more about sending important messages under the section “How we send important messages to you”.
  3. The message will contain a description of the changes we wish to make. You will then after receiving it have one month from the 1st of the subsequent month to decline them. It is deemed to be a declination of all changes if you decline just one or part of them. If we before expiration of the deadline receives a declination from you it will be considered a termination and the agreement will then expire two months after the expiration of the deadline for declining the changes.

    Example. You receive our message describing the changes we wish to make on the 5th of February 2023. You must decline the changes no later than on the 31st of March 2023. If you decline them within this deadline the agreement expires on the 31st of May 2023.

  4. If you do not decline the changes within the deadline, they take effect upon expiration of the deadline.

5. How we send important messages to you

  1. We use the procedure described in this section when sending important messages to you.
  2. We use the e-mail address you specify when registering at our web site to send important messages to you. You must ensure that this address is all times correct and capable of receiving important messages from us and each day you must check the inbox associated with it. As a consequence, you may not claim that an e-mail sent to the address has not been received or not been read because:
    • the inbox has not been checked;
    • the receiving address was wrong, inactive or not working;
    • the e-mail has been blocked or categorized as spam, marketing e-mail or other unwanted e-mail

6. What you can do if we breach this agreement

6.1. If the service is unavailable

  1. You may demand compensation if the availability of the service is less than promised in this agreement.
  2. The service is deemed to be available when you are able to use all material functionality necessary to operate your business, and if part of this functionality is not working as is supposed to do, it is still deemed to be working properly if we provide you with a reasonable, temporary work around. It is emphasized that it is not considered to be unavailable in situations where problems with the Internet or your Internet connection results in lack of access or non-working functionality.
  3. The service is also deemed to be available during scheduled maintenance if we have notified you about this maintenance at least 7 days prior to conducting it and provided that it is conducted outside the period 08.00 – 17.00 on working days in Denmark. This only applies to the extent that the period of unavailability do not exceed the time frame stated in the notification message and to the extent that this time frame do not exceed a maximum of 1 day. We may also notify you about scheduled maintenance by placing a message on a visible spot on our website.
  4. You may demand a compensation that:
    if the availability deviates from the promised level by:constitutes the following % of the amount invoiced to you in transaction fees that month:
    < 0,5 %25 %
    < 1,5 %50 %
    < 2,5 %75 %
    ≥ 2,5 %100 %
  5. You must notify us in writing immediately when you consider the service to be unavailable. The period of unavailability is then calculated as of the time from when we receive your message and until we notify you in writing that the availability has been reestablished. However, the calculation of the period of unavailability is subject to a closer investigation of whether your claimed unavailability and our claimed availability actually constitute such in accordance with this agreement.
  6. Any compensation is paid to you by setting off the amount in future invoices until it is paid. If your subscription is terminated before the amount is fully paid, we will deposit the remaining amount to an account specified by you.

6.2. If you suffer a loss not related to the unavailability of the service

  1. You may claim damages if you suffer a loss not related to the unavailability of the service and if this loss is caused by our negligence or willful misconduct.
  2. You must notify us about your claim no later than 30 days after you became or should reasonably have become aware of its existence. Otherwise the claim is void.
  3. If we receive you claim within the above deadline we will pay you damages in relation to losses actually caused directly by our negligence or willful misconduct. That means that even when caused by our acts or omissions to act we will not pay you damages in relation to, among others, losses caused by:
    • you being delayed in relation to deliveries to your customers
    • a customer terminating a contract with you
    • a supplier terminating a contract with you
    • loss of goodwill
    • loss of business opportunities
    • loss of profits
    • loss of revenue
  4. If you are entitled to damages in relation to a direct loss we will only pay you damages equivalent to the amount we have invoiced you in subscription and transactions fees the month of the event forming basis for your claim.
    We will pay you damages up to a maximum of:
    the amount we have invoiced you in subscription and transactions fees the month of the event forming basis for your claim.
  5. Even though you at any given time inform us that our negligence or willful misconduct might cause you to suffer certain types or quantum of losses our liability remains conditioned upon timely notification and limited to direct losses not exceeding the specified amounts all as stated above.

6.3. You claim is conditional upon notification within this deadline

  1. You must notify us of your claim in writing.
  2. The notification must be received by us no later than 30 days after you became of reasonably should have become aware of the claim. It must furthermore be received no later than 6 months after the incident forming basis for the claim. You claim otherwise becomes void.

6.4. If you want to invoke other remedies than those granted in this agreement

  1. You may not invoke other remedies than those expressly stated in this agreement.

7. What we can do if you breach this agreement

  1. If you fail to pay any undisputed invoice by the due date, we may suspend your access to the service.
  2. Before suspending access, we will give you written notice of non-payment and at least 7 days to pay the overdue amount. If payment is not received within that period, we may suspend your access without further notice.
  3. Suspension may apply to all or part of the service, including your ability to upload, create, process, submit, endorse, sign, download, or otherwise use documents through the service.
  4. We may continue the suspension until all overdue amounts have been paid in full, including subscription fees, automatic upgrade charges, overage charges, interest, reminder fees, collection costs, and any other amounts due under this agreement.
  5. Suspension does not relieve you of your obligation to pay any fees or charges due under this agreement. Subscription fees continue to accrue during the suspension period.
  6. We are not liable for any loss, delay, missed deadline, failed submission, business interruption, or other consequence arising from suspension due to your non-payment.
  7. We may reactivate the service after all overdue amounts have been paid in full. We may require advance payment, updated billing information, or other reasonable payment assurance before reactivating the service.
  8. If payment remains overdue 30 days after the original due date, we may terminate this agreement with immediate effect by written notice. Termination does not affect our right to recover all outstanding amounts.
  9. We may also demand payment of interest accruing at 2 % for each initiated month an amount remains outstanding. We may in addition to interest demand payment of a charge of 100 DKK for each reminder we send to you.
  10. You may not set off any amount against invoiced amounts unless we have acknowledged that amount in writing.

8. What legal principles apply to our cooperation

8.1. Information about price

  1. We give you information about our price(s) exclusive of VAT (value added tax) and inclusive of all taxes, tariffs and fees we have to pay to governmental bodies in the country where we are situated.
  2. When evaluating the price(s) you must yourself take into consideration that you may be required to pay certain taxes, tariffs and fees to governmental bodies in the country where you are situated and that we will not refund you such amounts. You should furthermore take into consideration that we will add such amounts to the price if these governmental bodies demand payment of them directly from us.

8.2. Order of precedence

  1. In case of any conflict between the signature page or order form and these terms, the signature page or order form shall prevail.

9. How we solve disagreement

  1. Each of us can demand that we try to solve any disagreement by involving a mediator.
  2. The party requesting for mediation files a request with The Danish Mediation Institute (www.mediationsinstituttet.com) for the initiation of the mediation procedure which is then conducted in accordance with “Rules of Procedure of The Danish Mediation Institute” applicable at the time in question.
  3. If the disagreement cannot be resolved by mediation each of us may refer the dispute to the ordinary courts of Denmark. The venue shall be the place nearest to our main office in Denmark at the time in question and the court shall decide the matter in accordance with Danish law to the exclusion of any choice of law rules.