Terms and Conditions of Parent Software

• The Rights of Users

• Owner and Data Controller

• Mode and Place of Processing the Data

Detailed Information on the Processing of Personal Data

1. Introduction

The following terms and conditions (hereafter "Terms") apply to the agreement ("The Agreement") between Parent and The Customer regarding The Customer's use of the Parent App (hereafter "The App").

2. The Rights of Parent

Parent owns all intellectual property connected to the app, including and without limitation all copyright and trademarks. The Customer shall not obtain any rights to The Solution, except for those specifically stated in the agreement with Parent.

3. The Rights of The Customer

• Parent grants The Customer a revocable, non-exclusive, and non-transferable license to use The App. The App must only be accessed and used with a username and password granted by Parent. The Customer is responsible for keeping the Access Information confidential.
• The license to use The App includes the right to see the features specified in the Agreement. The price for the license depends on the functionality and package chosen by The Customer, and the price is specified in the Agreement.

4. Uptime and Maintenance

• Parent strives to deliver a general uptime of at least 97% (measured over a 3-month period). When calculating uptime, two monthly service windows every three hours are disregarded.
• All scheduled maintenance will, as far as possible, be carried out with minimal disruption for The Customer. To the extent possible, maintenance is conducted during weekends or between [17:00 - 12:00 EST] on working days.
• The App might be unavailable due to maintenance work. For safety reasons, Parent can be forced to close down parts of or the entirety of The App beyond The Maintenance Window mentioned in 4.a in order to protect the system, The App, or The Customer's data from risks. To the extent possible, Parent will notify The Customer by email or inside The App of unscheduled actions outside of The Maintenance Window.
• Parent strives to sustain a continuous operation, including ongoing maintenance of The App by correcting errors and dysfunctions, as well as developing the system with the expansion of existing functionalities and the development of new functionalities.

5. Security

Parent strives to ensure that the operation of the App is as secure and reliable as possible. Although Parent cannot warrant the App will be secure against hacker attacks or other unauthorized access to The App, The App is designed to resist hacker attacks.

6. Service and Support

• Parent provides support to The Customer and Users regarding the use of The App. This support covers onboarding and training in the usage of The App as well as customer service-related questions on an ongoing basis.
• The Parent Support Team answers questions concerning the usage of the program and devices, carries out simple troubleshooting, and provides general guidance regarding The App.
• Reporting of bugs and operational issues can also be addressed to the Parent Support Team.
• Support is available [9:00 - 17:00 EST] with our in-app live chat; the Parent Support Team can be reached by email: [contact@parentapp.ca].

7. Personal Data Processing

• Parent operates and supports The App for The Customer. Hereby Parent conducts the processing of personal data for which The Customer is the data controller.
• Consequently, Parent is acting as a data processor in respect of Customer Data. It is the responsibility of The Customer, as the data controller, to submit any necessary notifications to the relevant authorities.
• The processing of Customer Data is further specified in the data processing agreement between Parent and The Customer.

8. Ownership of Data

• The data submitted into the App by The Customer or the Users is The Customer's property.

9. Terms of Pricing, Fees, and Payment

• The fees for the Services and implementation of the Solution are set out in the license agreement. All amounts specified in the license agreement are exclusive of VAT.
• Parent's invoices are due for payment upon receipt, the last due payment date being eight (8) days after the invoice date. Payment obligations are non-cancellable, and fees paid are non-refundable.
• Parent will issue invoices as follows:
  1. The first invoice to the customer on the Start Date specified in the license agreement. The fees for the Services are hereafter invoiced on an annual basis unless agreed otherwise in the license agreement.
  2. One (1) invoice per legal entity (CVR/VAT number) under the license agreement during a License Period.
  3. Notwithstanding the above, fees for new licenses and add-ons purchased under the license agreement during a License Period will be invoiced for the remaining time of the current License Period, separately.
• Payment terms:
  1. Payments must be made within eight (8) days of receipt of an invoice. If payment is not made on time, a late fee of one-and-one-half percent (1.5%) per month or the highest legal rate permitted by law will accrue.
  2. If payment remains unpaid thirty (30) days past the due date, Parent may suspend access to the solution until payment is made.
• Fee adjustments:
  1. Parent will increase fees annually on January 1. The increase will reflect the national wage index for the private sector and will be at least 3%.
  2. If a sub-processor increases costs to Parent, Parent is entitled to adjust fees to reflect the additional costs, with at least one (1) month's notice.

10. Errors and Omissions

• Provided The Customer wishes to complain about errors or omissions within The App, this must be done promptly; otherwise, The Customer will lose the right to complain for breach of contract.

11. Responsibilities

• Parent shall not be held liable for indirect loss, including but not limited to loss from consequential damage, operating loss, profit loss, demands raised by third parties, data loss, or expenses regarding the re-establishment of data.
• Loss of data is considered an indirect loss unless it cannot be recovered from the latest backup or Parent failed to back up the data.
• Parent's liability is always restricted to the sum that The Customer has paid in connection with the use of The Solution within one year prior to the claim.

12. Force Majeure

• Parent cannot be held liable for breaches caused by circumstances beyond its control, including strikes, lockouts, public regulations, war, terrorism, pandemics, natural disasters, power failures, or similar events.

13. Termination and Breach of Contract

• The subscription period is 12 months unless stated otherwise. The agreement may be terminated by either party with three (3) months' notice.
• The license agreement will automatically renew for successive 12-month periods unless terminated in accordance with these terms.

14. Assignment

• Parent may assign, transfer, mortgage, charge, subcontract, or deal in any other manner with its rights and obligations under the agreement.
• The Customer may not assign or transfer its rights and obligations without prior written consent from Parent.

15. Third Party Rights

• No one other than a party to the agreement shall have any right to enforce its terms.

16. Severability

• If any provision is deemed invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable.

17. Entire Agreement

• The agreement constitutes the entire agreement between the parties, superseding all prior agreements.

18. Waiver

• A waiver of any right or remedy must be given in writing and does not waive any subsequent breaches.

19. Applicable Law and Legal Venue

• The agreement is governed by the laws of Canada. Disputes shall be submitted to the courts of Canada.

20. Superseding License Agreement

• In the event of conflict between this document and a separate license agreement, the terms of the license agreement shall prevail.