Terms and Conditions for Cordulus Professional Weather Monitoring Systems

5. Duration

5.1 The Subscription takes effect when the Weather Stations begin to deliver data for the first time, however, no later than 14 days from the time of delivery of the Weather Station. The Subscription runs until it is terminated in accordance with point 13.

6. Prices and Changes

6.1 For the individual Solutions, an initial setup fee is paid, which as a starting point includes a subscription period of 12 months calculated from the first month's start after setup. Hereafter, a subscription fee is paid per subsequent subscription period of 12 months.

6.2 The current price list is available either upon (i) renewal and extension of the Customer's subscription or (ii) the Customer's most recently received invoice. All prices are stated exclusive of VAT.

6.3 Cordulus can, with 1 month's notice to the start of the next annual subscription period, make changes to the subscription terms, including prices, the Basic Module's content, purchase options, etc.

6.4 Continued use of the Solution after changes to the terms constitutes acceptance of the changed terms. It is the Customer's obligation to continuously keep updated regarding changes to such terms.

6.5 All externally purchased services that Cordulus acquires and that are to be paid by the Customer are subject to a 10% fee by Cordulus.

7. Payment Terms

7.1 Invoices and other communication with the Customer are sent electronically. It is the Customer's responsibility to update the Customer's contact information at all times and ensure that it is correct.

7.2 Payment terms are net 30 days. In case of late payment, a reminder is sent, and interest is charged according to the Interest Act's rules as well as a reminder fee of 100 DKK.

7.3 If payment is still not received within 14 days after the first reminder, the Customer's access to the Solution is blocked. Access is only reopened when all arrears, including interest and costs, are paid. Cordulus reserves the right to demand prepayment after blocking access to data.

8. Ownership, License, and Data

8.1 The ownership of hardware, including Weather Stations and associated equipment, belongs to Cordulus.

8.2 Cordulus owns all rights, including copyrights, to software that is part of the Solution. The Customer only has a non-exclusive, non-transferable license to the software during the Subscription period.

8.3 Cordulus owns the collected data, regardless of the type. The Customer only has a non-exclusive, non-transferable license to this.

8.4 Under the license stated in point 8.3, the data mentioned may only be used by the Customer for its own internal purposes and may not be resold or integrated into solutions that expose data to third parties. Data may well be indirectly included in solutions that the Customer sells to third parties, if this does not indirectly give third parties access to data.

9. Service Goals

9.1 The following service goals apply to Cordulus in the event that errors occur on a Weather Station, and the error means that the Customer is prevented from using the Weather Station to collect data.

9.2 Cordulus strives to have identified an error on the Weather Station no later than 48 hours after the Customer's notification of the error or the time when it is documented that the error has occurred.

9.3 Cordulus then strives for the error to be analyzed and the relevant spare parts sent within 48 hours after the error is identified.

9.4 Reservations are made for longer response and response times in cases where rectifying the error requires special spare parts, or where further errors or problems arise that did not appear in the first analysis of the Weather Stations' errors.

9.5 Cordulus strives for an uptime of the Solution of at least 99%, but does not guarantee this. Cordulus reserves all rights for lost or slow data connection to the Weather Stations as a result of damage, defects or as a result of general instability or interrupted data connection. Cordulus also reserves the right for the case where Cordulus may be forced to interrupt the Customer's access to the Weather Stations' data due to updates that are required for security reasons or to avoid other losses or damages.

9.6 Planned interruptions, including maintenance and updates, will preferably be placed in the time slot 00.00 – 04.00 CET. In case of interruptions outside this time slot, Cordulus strives to give prior notice of this with at least 24 hours' notice.

9.7 The Solution is dependent on connection to third-party networks. Cordulus disclaims any responsibility for these external networks, which are operated and maintained solely by third parties. Downtime and irregularities may therefore occur, which Cordulus has no possibility to influence.

9.8 Cordulus points out that the above service goals do not apply in cases where errors occur on the Weather Stations as a result of events that are beyond Cordulus' control. Such events can, for example, be vandalism, breakdown of the mobile network, natural disasters, floods, availability of suppliers for road closures, or cyber attacks.

10. Risk

10.1 The Customer bears the risk of the Weather Stations' location, and the Customer must himself carry out investigations to ensure that the Weather Stations are placed appropriately.

10.2 The Customer bears the risk of accidental damage to the Weather Stations, such as vandalism, theft, or collision. Cordulus' accessory obligation to rectify errors in the Weather Stations, cf. point 3, does not extend to such damage. The Customer must pay for rectification of such damage.

11. Responsibility

11.1 Cordulus strives for the data delivered to the Customer to be as accurate as possible. However, Cordulus cannot guarantee that the data always has 100% accuracy, as deviations may occur.

11.2 The Customer bears the responsibility for the actions the Customer takes and initiates based on the collected data – also in cases where the loss is due to the collected data not being representative. Cordulus thus disclaims any responsibility in such situations.

11.3 Furthermore, Cordulus disclaims any responsibility for the use of the Weather Stations, including operating losses, production losses, consequential damages, or other similar losses, as well as indirect losses. Cordulus also disclaims responsibility for loss of data or other losses suffered by the Customer through the use of the collected data.
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11.4 Cordulus disclaims any responsibility for any losses resulting from the collected data being used as evidence in liability and insurance cases.

11.5 Where Cordulus is found liable for a Customer's loss, the compensation amount will not exceed an amount corresponding to the Customer's subscription payments to Cordulus for a period of 12 months prior to the occurrence of the event giving rise to liability.

11.6 Cordulus will not be liable for circumstances beyond Cordulus' control that could not have been taken into account at the time of entering into the agreement (force majeure). Such circumstances may include, for example, war, natural disasters, strikes, lockouts, disruption of public transport, including energy supply, pandemics, export bans, or the like, which prevent Cordulus from delivering in accordance with the entered agreement.

12. Breach of Contract

12.1 In the event of a party's material breach or anticipated material breach, the breaching party is obliged to immediately notify the other party of the breach and the reason for it, including when the breach is expected to be remedied and on what terms. The non-breaching party is entitled to terminate the subscription with 14 days' notice, provided that the breach has not been fully remedied before then. The Customer's failure to pay is considered a material breach, which results in immediate termination without notice.

12.2 If the agreement is terminated by the Customer in the event that Cordulus materially breaches the agreement, the Customer is entitled to receive a proportionate share of prepaid subscription fees refunded, and if the agreement is terminated by Cordulus, the Customer is obliged to pay the subscription until the time it could have been terminated by the Customer, cf. point 13.

13. Renewal and Termination

13.1 A subscription is continuous and continues until it is terminated. A subscription period is 12 months, unless otherwise agreed. At the end of a subscription period, the subscription is automatically extended by a period corresponding to the previous one, unless otherwise stated at the time of purchase. Offer periods (including special discounts, etc.) cannot be extended - at the end of an offer period, the subscription continues at full price.

13.2 Each party can terminate the agreement at the end of the current subscription period, however, no later than 30 days before the end of the current subscription period. The termination takes effect from the next subscription period, provided that the termination is received by Cordulus no later than 30 days before the end of the current subscription period.
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13.3 Termination must be in writing, either by letter or e-mail.

14. Amendment of the Agreement

14.1 Cordulus reserves the right to adjust subscription and agreement terms with effect for the individual Customer at the next subscription period.

15. Confidentiality

15.1 Cordulus is bound by confidentiality regarding all information about the Customer, unless the information in question is publicly available or Cordulus is obliged to disclose the information pursuant to legislation or by order of a court.

16. Transfer of Rights and Obligations

16.1 Cordulus may, without prior consent, transfer its rights and obligations under the Terms and Conditions to a third party.

16.2 The Customer may not transfer its subscription and/or its rights and obligations under the Terms and Conditions to a third party.

17. Processing of Personal Data and Customer Data

17.1 Cordulus processes personal data when purchasing the Solution, and the processing takes place in accordance with the applicable personal data policy, which can be found at www.Cordulus.dk/privacy-policy.

17.2 Cordulus is at any time entitled to use the Customer's data for the purpose of improving the Solution as well as for analysis and statistical purposes. Cordulus is therefore also entitled to sell anonymized statistics and data to third parties.

17.3 Cordulus will also be entitled to use subcontractors in connection with the operation, development, or updating of the Application, including for the storage of the Customer's data.

18. Obligations Upon Termination of the Agreement

18.1 Upon termination of the agreement – regardless of the reason – the Customer is obliged to ensure that the Weather Stations are taken down and packed securely before being sent to Cordulus.

19. Governing Law and Venue

19.1 The contract is subject to Danish law.

19.2 Any dispute or disagreement regarding Cordulus' weather monitoring systems that may arise between Cordulus and the Customer must be sought to be resolved through negotiation between the parties.

19.3 If the dispute cannot be resolved through negotiation, the dispute must be settled by the Court in Aarhus.