Terms & Conditions

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Terms for agreements with WEBSHIPPER ApS, version 3.0 is effective from May 2, 2018

The current terms and conditions apply to agreements entered into with WEBSHIPPER ApS.

 1. About WEBSHIPPER ApS

 1.1. The agreement is entered into between you (hereinafter referred to as “the customer”) and WEBSHIPPER ApS, Company Registration no. 35668934, Lyngbygade 8, 8600 Silkeborg. Email: info@Webshipper.com, tel. + 45 7199 3801.

2. About WEBSHIPPER and licence rights, and the use of the customer as a reference

2.1. WEBSHIPPER is an online subscription-based system for the automation of freight processes for the shipper.

2.2. The system is based on WEBSHIPPER ApS’ systems receiving online the customer’s systems’ data/input regarding consignments, for further automation/handling of the customer’s freight processes, including communication and bookings with the customer’s freight suppliers, generating packaging labels (labels with shipping information that the customer applies to the packages).

2.3. As a customer, you have purchased one of the following subscriptions from WEBSHIPPER ApS:

BUSINESS

PRO

PRO PLUS

ENTERPRISE

UNLIMITED

The first four subscriptions are based on a maximum number of consignments per 30 days, and which are automatically upgraded to the next in the series upon exceeding this number (see below under section 5).

These terms and conditions apply to all five types of subscriptions, as well as to free trial subscriptions (given that free trial subscriptions are, by their very nature, free).

For a more detailed description of what is included in the individual subscription types, see below under point 3. 

2.4 It is emphasised that the customer only has a licence to use the software associated with the WEBSHIPPER solution as long as the subscription to the WEBSHIPPER system/platform is valid. 

2.4.1. All rights to the system and the associated software (+ any hardware) belong to WEBSHIPPER ApS.

2.4.2. The subscription and associated licence cannot be transferred to a third party by the customer, and the software may not be used on units that are not owned/controlled by the customer.

2.4.3.  The customer may not copy, decompile, reverse engineer, separate out, attempt to extract the source code, modify or make derivative works of the subscription-related software, updates or parts thereof.

Attempts to do this represent a breach of WEBSHIPPER ApS’ rights.

2.5.  The customer accepts that WEBSHIPPER ApS may collect and use technical (not personally-identifiable) data and related information, including, but not limited to, information about the customer’s devices, systems and software, in order to implement upgrades, product improvement, product support or other services. With regard to personally-identifiable data, see section 9.

2.6. The customer agrees that WEBSHIPPER ApS may use the customer’s logo/name on all websites owned by WEBSHIPPER ApS, but for reference purposes alone.

3. The individual subscriptions and the maximum number of consignments

3.1. BUSINESS

3.1.1. A BUSINESS subscription includes:

Up to 250 consignments for every 30-day subscription period, at a fixed subscription price per 30 days. 

Extra consignments during the 30-day period are invoiced at a fixed price per consignment.

3.2. PRO

3.2.1. A PRO subscription includes:

Up to 750 consignments for every 30-day subscription period, at a fixed subscription price per 30 days. 

Extra consignments during the 30-day period are invoiced at a fixed price per consignment.

3.3. PRO PLUS

3.3.1. A PRO PLUS subscription includes:

Up to 2000 consignments for every 30-day subscription period, at a fixed subscription price per 30 days. 

Extra consignments during the 30-day period are invoiced at a fixed price per consignment.

3.4. ENTERPRISE

3.4.1 An ENTERPRISE subscription includes:

Up to 5,000 consignments for every 30-day subscription period, at a fixed subscription price per 30 days. 

Extra consignments during the 30-day period are invoiced at a fixed price per consignment.

3.5. UNLIMITED

3.5.1. An UNLIMITED subscription includes:

An unlimited number of consignments for every 30-day subscription period, at an agreed price per consignment.

A minimum number of consignments will be agreed per 30-day contract period with an UNLIMITED subscription, which will be invoiced regardless of whether this number has been reached.

4. Invoicing and invoicing periods

4.1. BUSINESS, PRO, PRO PLUS and ENTERPRISE subscriptions are invoiced retrospectively with 90-day invoicing periods. On the day after the end of each 90-day subscription period, an invoice is generated relating to the previous 90-day subscription (and any purchases in the period).

4.2. UNLIMITED subscriptions are invoiced retrospectively with 30-day invoicing periods. On the day after the end of each 30-day subscription period, an invoice is generated relating to the previous 30-day subscription (and any purchases in the period).

4.3. Note that the invoicing periods are important when calculating the notice period according to point 6.4.’

5. Exceeding maximum number of consignments, and not reaching minimum number of consignments

5.1. If the maximum number of consignments per 30 days is exceeded in a 30-day period with a given subscription (BUSINESS, PRO, PRO PLUS, and ENTERPRISE), the subscription will automatically be upgraded to the next subscription on the list.

5.2. I.e. upon exceeding the maximum number of consignments per 30 days with BUSINESS, the subscription will automatically be upgraded to PRO; upon exceeding the maximum number of consignments per 30 days with PRO, the subscription will automatically be upgraded to PRO PLUS; upon exceeding the maximum number of consignments per 30 days with PRO PLUS, the subscription will automatically be upgraded to ENTERPRISE; and upon exceeding the maximum number of consignments per 30 days with ENTERPRISE, the subscription will automatically be upgraded to UNLIMITED.

5.3. The new subscription, upgraded in accordance with point 5.1/5.2, will run from and including the day when the maximum number of consignments per 30 days on the “old” subscription has been exceeded, and the new invoicing periods (90/30-day periods, depending on the subscription cf. section 4) of the new subscription will also run from the day on which the maximum number of consignments was reached on the “old” subscription.

5.4. When upgrading as a result of reaching the maximum number of consignments, the number of consignments is reset to 0 and a final invoice for the “old” subscription is issued. In this connection, it is emphasised that the full subscription price is paid on the “old” subscription for the 30-day period in which the maximum number of consignments was reached on the “old” subscription, regardless of whether the 30-day period had expired or not, as the payment per 30 days corresponds to a maximum number of consignments that was reached.

5.5. When upgrading the subscription as a result of exceeding the maximum number of consignments, the future invoicing periods on the “new” subscription form the basis for calculating the notice period according to point 6.4, and similarly with subsequent upgrades.

5.5.1. When upgrading a subscription as a result of exceeding the maximum number of consignments per 30-day period, a new non-cancellation period will not begin according to point 6.3. – The non-cancellation period is still calculated from the acceptance of the original subscription agreement.

5.6. Upon failure to achieve a minimum number of consignments per 30-day period with an UNLIMITED subscription (subscription fee based on actual use), the customer pays a subscription price corresponding to the price of the minimum number of consignments for the relevant 30-day period.  

6. Duration and termination

6.1. The subscription commences the day WEBSHIPPER ApS receives the customer’s acceptance of the subscription agreement. With trial subscriptions, the subscription begins when the customer activates the trial subscription.

6.2. BUSINESS, PRO, PRO PLUS, ENTERPRISE and UNLIMITED subscriptions run until terminated by one of the parties under the following provisions, at the expiration of the specified notice period. Please note, however, the non-cancellation period. Trial subscriptions expire automatically at the end of the trial subscription. 

6.3. The subscription CANNOT BE CANCELLED on the part of the customer in the first 360 days of the subscription period. I.e. notice of termination cannot be given by the customer until the subscription has been in force for 360 days. 

6.4. After the expiry of the non-cancellation period, the subscription can be terminated by the customer with notice corresponding to the expiry of the current invoicing period + 90 days.

Example A BUSINESS subscription is terminated (after the non-cancellation period expires) by the customer at a point when there are 35 days remaining in a given 90-day invoicing period: The subscription terminates at the expiration of the 35 days in the current invoicing period + 90 days, i.e. the subscription ends 125 days after notice of termination has arrived at WEBSHIPPER ApS. 

6.5. WEBSHIPPER ApS can always terminate the subscription with a notice period corresponding to the current invoicing period’s expiration + 90 days.

6.6. Termination must be notified by both parties in writing (oral termination is not a valid termination) and the notice period is calculated from the date the notification of termination arrives at the recipient.  

7. Prices and special agreements

7.1. The current subscription price and the price of any purchases are stated in the main agreement/individual agreement of which the present terms are part.

7.2. Where a customer in a subscription period wishes to purchase services that are not included in the subscription price, and are not separately priced in the agreement, the price is to be agreed with WEBSHIPPER ApS before the work is initiated by WEBSHIPPER ApS.

7.3. Upon exceeding the maximum number of consignments per 30 days (for subscriptions that operate with a maximum number of consignments), the subscription transfers to the upgraded subscription type cf. section 5, and the customer must in future pay the subscription price shown in WEBSHIPPER ApS’ price list at www.Webshipper.dk/priser/ at the time of upgrade, with regard to the upgraded subscription.

7.3.1. When automatically upgrading the subscription to UNLIMITED (as a result of exceeding the maximum number of consignments with ENTERPRISE), the following prices apply to the UNLIMITED subscription (unless WEBSHIPPER ApS specifically agrees otherwise):

Price per consignment DKK: 0.25 per consignment Invoicing will always be for a minimum of 40,000 consignments (DKK 10,000) for each 30-day subscription period.

7.4. All prices are quoted excl. VAT, unless otherwise stated, and all transactions paid by credit or debit card are subject to a fee corresponding to the fee payable to Teller/nets. All payments made via a bank will be subject to a fee of DKK 50.

8. Liability/defects

8.1. WEBSHIPPER ApS does not offer any guarantee. WEBSHIPPER ApS limits its liability such that WEBSHIPPER ApS’ liability to the customer can never exceed the fee paid by the customer for the customer’s subscription, and in any case a maximum of DKK 10,000.

8.2. WEBSHIPPER ApS assumes – regardless of the degree of negligence – no liability for any incidental or consequential damages, including but not limited to, operating loss, loss of profits, loss of time, loss of data, loss of goodwill, failure to achieve anticipated savings etc.

 8.3. WEBSHIPPER ApS is entitled to provide remedy/replacement to be undertaken by service partners.

9. Personal data regulations. – The relationship between the customer as the Data Controller and WEBSHIPPER ApS as the Data Processor

9.1. The subscription that the customer has with WEBSHIPPER ApS is a platform for automating freight processes for the customer and as a natural part of this, WEBSHIPPER ApS processes various personal data on the customer’s behalf.

This concerns data about the customer’s customers, i.e. data relating to the persons who are the recipients of the consignments.

This section 9 concerns the relationship between the Data Controller (customer) and the Data Processor (WEBSHIPPER ApS), in connection with the personal data regulations.

9.2 Processed personal data.

9.2.1. The Data Processor, as part of the subscription, has access, on behalf of the Data Controller, to process:

Name and address of the persons receiving the consignments.

Information about the individual type of item sent and the value/price of the item.

9.3. The purpose and scope of the personal data processing.

9.3.1. As a natural part of the Data Processor’s status as the provider of subscription-based solutions for handling the Data Controller’s freight processes, the Data Processor stores the information, and similarly the Data Controller exchanges information with relevant third parties in the form of freight companies that the Data Controller uses, and possibly customs authorities (if the consignments are cross-border).

9.3.2. The purpose of the personal data processing is to manage the Data Controller’s freight processes.

9.3.3. It is emphasised that the Data Processor may only process personal data to the extent necessary for the operation of the Data Controller’s WEBSHIPPER subscription with the Data Processor, and/or if the Data Processor is required by law to process the data otherwise.

9.3.4. It is emphasised that the freight companies to which personal data is disclosed as part of this agreement are the Data Controller’s (the customer’s) Data Processors, not WEBSHIPPER ApS’ Data Processors. – WEBSHIPPER ApS has only an intermediary function in this regard.

9.4. The Data Processor’s obligations

9.4.1. The Data Processor may only process the personal data in question in accordance with the instructions of the Data Controller, i.e. the instructions contained in the WEBSHIPPER solution under which the Data Processor shall manage freight processes for the Data Controller.

9.4.2. The Data Processor is required to comply with the currently-applicable personal data legislation and shall notify the Data Controller immediately if an instruction from the Data Controller is, in the Data Processor’s opinion, contrary to the General Data Protection Regulation or Danish personal data legislation in general.

9.4.3. The Data Processor shall use appropriate technical and organisational security measures to ensure that personal data is not destroyed, lost, degraded or disclosed to unauthorised bodies, misused or otherwise processed in breach of personal data legislation, whereby the Data Processor shall implement the measures necessary pursuant to article 32 of the General Data Protection Regulation.

9.4.4. The Data Processor is obliged to inform the Data Controller without undue delay of any data breach. In this regard, the Data Processor shall inform the Data Controller of: 

  • The nature of the data breach.
  • If possible, the type and number of affected data subjects, as well as the type of personal data concerned and the number of records of personal data concerned.
  • The measures that the Data Processor has taken or proposes should be taken to deal with the data breach, including, where appropriate, measures to limit its potential adverse effects.
  • The probable consequences of the data breach.

9.4.5. The Data Processor shall, at the Data Controller’s request, provide the Data Controller with sufficient information to ensure that the Data Processor has taken the necessary technical and organisational security measures.

9.4.6 The Data Processor shall provide all the information necessary to demonstrate that the Data Processor complies with the General Data Protection Regulation’s article 28, whereby the Data Processor shall allow and contribute to audits, including inspections carried out by the Data Controller or another auditor authorised by the Data Controller. It is emphasised that inspections/audits in every respect take place at the Data Controller’s expense.

9.4.7. The Data Processor shall secure/ensure that the persons who are authorised by the Data Processor to process personal data have committed themselves to confidentiality or are bound by an appropriate statutory professional secrecy obligation.

9.4.8. If a data subject asks the Data Processor (usually such requests will be made to the Data Controller) for access to and insight into that person’s personal data, the Data Processor shall immediately forward the request to the Data Controller.

9.4.9. The Data Processor shall assist the Data Controller with appropriate technical and organisational tools to enable the Data Controller to fulfil the Data Controller’s obligations to respond to requests for the exercise of the rights of the data subjects as specified in chapter III of the General Data Protection Regulation.

9.5. Specifically about the transfer of information to sub-data processors or third parties

9.5.1. As a natural part of the WEBSHIPPER solution, the Data Processor is entitled to disclose personal data to the Data Controller’s other data processors (freight companies), and the Data Processor is also entitled to exchange personal data with the customs authorities.

9.5.2. In all other cases the Data Processor may only disclose or transfer personal data to third parties or sub-processors with the prior agreement with the Data Controller. However, the Data Processor may disclose or transfer personal data without the Data Controller’s instructions, if permitted by law.

9.5.3. If the Data Processor hands over personal data to another data processor (sub-processor), the Data Processor is obliged to conclude a sub-processor agreement with the sub-processor, whereby the Data Processor’s sub-processor is subject to at least the same conditions as stated in this section 9.

9.5.4. The Data Processor shall notify the Data Controller if the Data Processor has plans to extend the circle of sub-processors and/or to replace existing sub-processors with others.

9.5.5. The Data Processor must not transfer personal data to third countries that the EU Commission has not assessed as safe third countries.

9.5.6. If the information is transferred to foreign sub-processors, it must be stated in the data processing agreement, cf. 9.5.3 that sub-processors shall comply with the EU’s General Data Protection Regulation and any other current personal data law in force. Sub-processors in EU countries with specific regulatory requirements regarding data processing must also comply with these requirements.

9.6. Duration of data processing

9.6.1. The processing of personal data pursuant to this agreement continues until such time as the WEBSHIPPER subscription concluded between the parties ceases.

9.6.2. However, in the event of the termination of a subscription, the Data Processor is bound by this agreement for as long as the Data Processor has access to personal data originating from the Data Controller.

9.6.3. In the event of termination of a WEBSHIPPER subscription, the Data Processor is required to delete any backups and other copies of the personal data.

9.6.4. However, as a limitation to the foregoing provisions, it is noted that, pursuant to the Danish Bookkeeping Act for the purposes of documenting the services/consignments covered by the subscription payments, the Data Processor shall store the relevant personal data for each consignment for up to five years after the consignment year. The personal data shall then be deleted, leaving only the type, value/price of the goods, and the recipient country, while other data (recipient name and postal address) are deleted.

10. Law and jurisdiction

10. 1 This agreement is governed by Danish law.

10.2 Any claim and any dispute arising out of or in connection with this agreement shall be sought to be resolved by the parties through negotiation. If the parties cannot reach agreement, the dispute shall be settled in the first instance by the Court in Aarhus.