Zenegy Trust Center
Terms and Conditions
Subscription Conditions for Zenegy Payroll.
1. ACCEPTANCE OF SUBSCRIPTION AND TERMS
1.1
ZENEGY is a cloud-based software platform that contains a number of products that support various processes in companies’ financial functions, including payroll, time registration and time calculations as well as bookkeeping, cost management, etc. (the “Platform”). The platform is offered by Zenegy Danmark ApS (“Zenegy”), whose contact information is as follows:
Zenegy Danmark ApS
Slotsmarken 16
2970 Hørsholm
CVR no.: 38366041
Tel. 70 22 22 16
e-mail: info@zenegy.com
1.2
On the customer’s (“Customer”) profile on the Platform, the Customer can at all times see which Zenegy products to which the Customer has access and at what prices. This information about products and prices together with these terms and conditions constitutes the Customer’s and Zenegy’s agreement (collectively the “Agreement”) in relation to the Customer’s subscription to, access to and use of (i) the Platform, (ii) the products on the Platform that the Customer have access to under the Agreement (collectively “Customer Products”); as well as (iii) Zenegy’s at all times being applications for access to the Platform and the Customer’s Products (“Zenegy’s Apps”).
1.3
Zenegy’s provision of access to the Platform and the Customer’s Products is a business-to-business service to the Customer.
1.4
The Customer may let its business partners in the form of auditing companies, administration agencies, bookkeeping companies and the like (referred to as “Partners”), use the Customer’s Products via the Platform on the Customer’s behalf for the Customer’s purposes, provided that the Customer ensures that such Partners agree in writing beforehand to only use The Platform and the Customer’s Products on behalf of the Customer for the Customer’s purposes and in accordance with the terms of the Agreement, including Section 11.2.
1.5
In connection with the use of the Platform and the Customer’s Products under the Agreement via Zenegy’s website www.Zenegy.com (“Homepage”) and/or via Zenegy’s Apps, Zenegy processes personal data concerning e.g. the customer’s employees and partners. For more information about the processing that takes place, please refer to Zenegy’s Personal Data Policy, Data Processing Agreement and Cookie Policy, which are available on the Website in the versions applicable at the given time.
2. THE PRODUCT AND THE SUBSCRIPTION
2.1
Zenegy’s service consists of providing access to use the Platform and the Customer’s Products, through which it is possible to carry out the activities and functions to which the Customer has access under the Agreement, on the terms set out in the Agreement.
2.2
During the term of the Agreement, the customer can purchase additional access to various optional modules, products and services offered by Zenegy at any time via Zenegy. To the extent that the Customer chooses to purchase access to such additional optional modules, products or services, these must then be considered to be covered by the Agreement and the definition of the Customer’s Products. These terms and conditions thus also apply to such optional modules, products and services and their use.
For individual optional modules, products and services, there may be associated special conditions that must be accepted separately before they can be used. When such special conditions are accepted by the Customer, these must be considered covered by the definition of the Agreement.
2.3
In connection with entering into the Agreement, the Customer chooses and creates its own unique username and password for use of the Platform and the Customer’s Products, just as those of the Customer’s employees and Partners who must have access to the Platform and the Customer’s Products as administrators for the Customer or as users must create their own unique username and password via the Website or Zenegy’s Apps.
2.4
Access for use to the Platform and the Customer’s Products applies exclusively to the Customer and its employees, as well as any Partners, Section. 1.4. The Customer’s employees and Partners who have access to the Platform are referred to below as “Users”.
3. TRANSFER OF DATA TO THIRD PARTIES VIA THE PLATFORM
3.1
The Platform is developed with an open API, which enables others to develop and offer apps that can communicate with the Platform, including exchanging information across the Platform and such other apps (“Third Party Apps”).
The Customer has the option at any time to restrict Users’ use of the open API to prevent communication between the Platform and Third Party Apps. Zenegy is not responsible for the Customer’s and Users’ loss of functionality due to the Customer’s choice to limit Users’ use of the open API.
The use of Third-party Apps is subject to the relevant app supplier’s terms, and Zenegy is not responsible for the Customer’s and/or Users’ use of such Third-party Apps and the relevant app supplier’s processing and storage of information after it has been transferred, as when the Customer or Users install and accept Third-party apps, an independent legal relationship arises between the Customer and/or Users and the supplier of the Third-party app in question.
4. CUSTOMER’S OBLIGATIONS AND RESPONSIBILITIES
4.1
The Customer and/or Users are responsible for entering the information necessary for use of the Platform and the Customer’s Products themselves.
4.2
The Customer is responsible for the correctness and quality of the information entered or transmitted when using the Platform and the Customer’s Products, regardless of whether the information is transmitted/entered by the Customer or by Users, and responsible for ensuring that the information is updated at all times.
4.3
The Customer and Users may not use someone else’s username and password to access the Platform or the Customer’s Products or misuse personal usernames, passwords and other security measures intended to protect personal information in the Platform. Violation may be subject to penalties and compensation demands, and may result in immediate termination of the Agreement.
4.4
When using the Platform, the Customer is obliged to provide Zenegy with all necessary agreements with third parties, powers of attorney and credentials required for Zenegy to fulfil its obligations under the Agreement.
4.5
The Customer is responsible for ensuring that no one who uses the Platform or the Customer’s Products under the Agreement divulges the user name and password for the Platform to a third party or otherwise allows others to use the Platform or the Customer’s Products. The Customer is responsible for any disposition of the Customer’s and Users’ accounts and user profiles in relation to the Platform.
4.6
The Customer is responsible for ensuring that the Customer and Users do not use the Platform or the Customer’s Products in a manner that (i) may harm Zenegy’s name, reputation or goodwill, (ii) is in breach of relevant legislation/regulation, or (iii) constitutes abuse of the system for fraud. Suspicions of abuse will be reported to the police and supervisory authorities – just as Zenegy reserves the right to enforce non-compliance powers.
5. PRICES AND PAYMENT TERMS
5.1
The price for the Customer’s subscription depends on which subscription and which optional modules, products and services the Customer has chosen, Section. 2. Information about the price for the individual subscription types and optional modules, products and services can be found on the Website and on the Platform. All prices are excl. VAT.
5.2
The prices in the Agreement can be changed by Zenegy with current month plus one month’s notice to the end of a calendar month. The changes are announced on the Website and by e-mail to the Customer. If the Customer does not want to accept the price change, the Customer can terminate the Agreement in writing with immediate effect, possibly only in relation to specific of the Customer’s Products, cf. Section 6.4, however, so that the Customer must continue to pay for the Customer’s and Users’ actual use of the Platform and the Customer’s Products until the termination time. The Customer may not make any claim for damages or other compensation against Zenegy in this respect.
5.3
The platform automatically generates an invoice for the Customer at the end of each settlement period, which – unless otherwise agreed – is usually at the end of a month. The invoice amount will be deducted via the payment solution registered by the Customer.
5.4
The Customer is obliged to register for an automatic payment solution for the Customer’s payment for use of the Platform and the Customer’s Products, unless otherwise agreed.
5.5
If payment is not made in time, access to the Platform and the Customer’s Products will be blocked. Access to the Platform and the Customer’s Products is reopened after payment has been received, unless Zenegy has previously cancelled the Agreement. The customer accepts that reminders sent per e-mails to the contact person provided by the Customer in the Platform shall be considered delivered when they are sent by Zenegy.
6. DURATION OF THE AGREEMENT
6.1
The agreement comes into force upon conclusion and runs until it is terminated or cancelled in accordance with these terms and conditions. If the Customer purchases optional modules, products and services after entering into the Agreement, these are covered by the Agreement from the time when the Customer’s order has been accepted by Zenegy.
6.2
The customer can terminate the Agreement with a period of notice entailing the current month plus one month to the end of a calendar month. Notice of termination is to be issued via the Platform, where under the heading “Subscription” there is an option to close the account.
6.3
Zenegy can terminate the Agreement with 3 months’ notice, or without notice in the event of the Customer’s material breach of the Agreement or in the event of the Customer’s bankruptcy or insolvency. Zenegy can also terminate the Agreement with 1 month’s notice if Zenegy can ascertain that the Customer has not used the Platform for a period of more than 12 months (“Inactive Subscription”).
6.4
Rather than terminating or cancelling the entire Agreement, it is also possible for a party to cancel the Agreement in part or to cancel the Agreement in relation to one or more of the Customer’s Products. Such partial termination or cancellation may take place on the terms that otherwise appear in the Agreement.
7. CUSTOMER AND EMPLOYEE DATA
7.1
The customer is the data controller for his employees’ personal data that is loaded and processed in the Platform and thus responsible for ensuring that the processing of personal data in the Platform is in accordance with personal data legislation. In this connection, the customer must enter into a data processing agreement with Zenegy (the “Data Processing Agreement”), cf. Section 1.5. The data processing agreement regulates the processing of personal data by Zenegy when the Customer and Users use the Platform and the Customer’s Products, the period of storage, transfer to third parties, and implemented security measures.
7.2
If the Customer is referred to Zenegy by one of Zenegy’s business partners, Zenegy will pass on to the business partner basic information that is necessary for calculating the business partner’s commitment, e.g. consumption for the Customer in the relevant period. Such information does not include personal data in relation to the Customer or Users.
7.3
The Customer is responsible for the exchange of or access to information, including personal data, which may occur through the Customer’s or Users’ integration with Third-party apps that exchange information with the Platform, cf. Section 3.
8. CUSTOMER SUPPORT
8.1
Zenegy offers support regarding general use and functionality of the Platform, the Customer’s Products and Zenegy’s Apps. Support is available to Users who are administrators or superusers of the Platform. Other Users do not receive support directly from Zenegy.
8.2
Inquiries to Zenegy’s support will normally have to be resolved within 15 minutes per call/inquiry, and does not include inquiries where Zenegy must enter information, correct erroneous payroll runs or reports to authorities, etc.
The Customer can seek further information about help in relation to the Platform and the Customer’s Products on the Website. It is expected that, before contacting support, Users have sought help on Zenegy Help or via the help texts available in the Platform.
8.3
Other support, including for entering information, guidance on legislation, correction of erroneous payroll runs or reports to authorities, etc. is provided by business partners who have an agreement with Zenegy in this regard, if the Customer has an agreement with such business partners. A list of business partners can be found at any time on the Website. Zenegy is not responsible for payment for such support from business partners.
9. OPERATIONAL STABILITY
9.1
Zenegy strives for highest possible operational stability but is not liable for any breakdown or operational disruption, including for operational disruption caused by factors beyond Zenegy’s control. This includes, but is not limited to, power outages, global outages, equipment failures, telecommunications connectivity problems, internet connectivity problems, hardware problems, hacker attacks, viruses or other force majeure. In the event of a breakdown or disruption, Zenegy will endeavour to restore normal operation as soon as possible.
9.2
Planned interruptions for maintenance and upgrading of the Platform, the Customer’s Products and Zenegys Apps will, as far as possible, be placed outside of normal working hours, typically after 8:00 pm CET on weekdays and after 6:00 pm CET on weekends. For maintenance that requires downtime or will significantly impact system performance or functionality, a scheduled maintenance notice will be announced on Zenegy’s status page (status.zenegy.com) 48 hours prior to the maintenance task. Should it become necessary to interrupt access to the Platform, the Customer’s Products and/or Zenegys Apps outside of the stated time period, this will be notified in advance as far as possible. In rare cases, such interruptions may cause temporary functionality problems in relation to the Platform and/or the Customer’s Products or limited loss of data. Zenegy cannot be held responsible for this.
10. CHANGES
10.1
Zenegy is entitled to continuously make changes, updates and improvements to the Platform, the Customer’s Products and Zenegy’s Apps, including adding and/or removing optional modules, products and services. Such updates, improvements and changes can be made with or without notice, cf. Section 9.2. Unannounced changes can particularly come into question in the case of changes in legislation or technologies. Updates, improvements and changes may cause changes to the functionality of the Platform, the Customer’s Products or Zenegys Apps. Zenegy cannot be held responsible for this.
11. INTELLECTUAL PROPERTY RIGHTS
11.1
Zenegy is either the owner or licensee of the rights, including intellectual property rights, to the Platform and its content, including optional modules, products and services, except for the Customer’s and User’s information.
11.2
The Customer does not acquire ownership rights to the Platform, the Customer’s Products or Zenegys Apps or a copy or part thereof, and there is no transfer of Zenegy’s and/or third parties’ intellectual property rights to the Customer. With the Agreement, the Customer obtains only a non-exclusive right of use to use the Platform, the Customer’s Products and Zenegys Apps for the purposes covered by the Agreement. The Customer is entitled to let Users make use of this right of use if they create a profile on the Platform. The Customer is responsible for the User’s use of the right of use in accordance with the Agreement.
11.3
The Customer must immediately notify Zenegy of any actual or potential infringement of Zenegy’s rights to or unauthorised use of the Platform, the Customer’s Products or Zenegy’s Apps of which the Customer becomes aware.
11.4
The Customer warrants that the information that the Customer and Users enter into the Platform does not infringe the rights of third parties, and does not contain information that may be offensive or in breach of relevant legislation or other regulation.
12. TRANSFER
12.1
Zenegy has the right to assign its rights and obligations under the Agreement to third parties.
12.2
The Customer is not entitled to transfer the Agreement or the assigned right of use, cf. Section 1.2, to a third party, either in whole or in part, except as specifically stated in the Agreement.
13. ZENEGY’S LIABILITY
13.1
The Platform, the Customer’s Products and Zenegy’s Apps are made available to the Customer as they are and exist, and Zenegy disclaims any guarantee, assurance, representation, claim, other than what appears in the Agreement.
13.2
Zenegy disclaims, to the extent permitted by law, any liability for losses in connection with the Customer’s use of the Platform, the Customer’s Products and Zenegy’s Apps, regardless of whether this arises in contract or outside of contract, including for operational losses, consequential damages or other indirect losses, loss of information , loss based on product liability or loss arising from negligence.
13.3
In the event of errors or deficiencies in the Platform, the Customer’s Products or Zenegy’s Apps, the Customer is asked to notify Zenegy in writing as soon as possible. Zenegy is not responsible for such errors or omissions, unless this follows from mandatory legislation. In most cases, Zenegy will, however, make reasonable efforts to remedy the error or deficiency if the error or deficiency has an impact on the operation or functionality of the Platform, the Customer’s Products or Zenegy’s Apps.
13.4
Zenegy is not responsible for the Third-party solutions that are available and/or integrated with the Platform, including but not limited to Third-party apps, or for support provided by Zenegy’s business partners, cf. Section 8.3. Zenegy is therefore not responsible for the accuracy, completeness, quality or reliability of the information or the results obtained through these Third-party solutions, or for the availability, security or functionality of these Third-party solutions.
13.5
Zenegy is not responsible for salary payments, tax payments, payment of pension contributions or other payments made by the Customer towards the Customer, the Customer’s employees or third parties.
13.6
Zenegy’s total liability under the Agreement cannot in any case and regardless of basis exceed the lesser of DKK 100,000 or an amount corresponding to the total remuneration paid by the Customer to Zenegy in a twelve (12) month period prior to the occurrence of the event giving rise to liability.
13.7
In addition, Zenegy disclaims to the extent possible product liability and other liability in accordance with applicable legislation. Regardless of what otherwise follows from the Agreement, this provision must take precedence over any other provision under the Agreement.
14. CONFIDENTIALITY AND DATA SECURITY
14.1
Zenegy and its employees have a duty of confidentiality regarding all information that Zenegy may come into possession of about the Customer and its employees, and is not entitled to disclose such information to third parties, unless (i) such information is publicly available, (ii) Zenegy has obtained the information from a non-confidential third party, (iii) Zenegy is obliged to pass on the information according to legislation or as required by an authority or court, or (iv) passing on is justified according to the Agreement, cf. Section 7.
14.2
Zenegy has taken the necessary technical and organisational security measures against information in the Platform being accidentally or illegally destroyed, lost or degraded, as well as against it coming to the knowledge of unauthorised persons, being misused or otherwise processed in violation of the Act on the processing of personal data, cf. also the Data Processing Agreement.
14.3
To the extent that the Customer or Users using the Platform use information, usernames or passwords that relate to third parties, the Customer warrants that Zenegy’s processing of such information does not infringe the third party’s rights. The Customer shall indemnify Zenegy against any loss in this respect.
15. CHANGES TO TERMS
15.1
Zenegy is entitled to change these terms and conditions at any time. The terms and conditions applicable at all times will be available on the Website. When using the Platform, after a change to these terms and conditions has taken place, the customer will be asked to approve the new terms and conditions. Any use of the Platform after a change to these terms and conditions constitutes acceptance of these terms and conditions.
15.2
If the Customer cannot accept notified changes to these terms and conditions, the Customer may terminate the Agreement in accordance with Section 6.2. The Customer may not make any claim for damages or other compensation against Zenegy in this respect.
16. DISPUTES
16.1
The Agreement is subject to Danish law and any dispute arising from the Agreement must be brought before Copenhagen City Court.
SPECIFIC TO Zenegy Payroll
17.1 Payroll Administration
If the Customer via the Agreement has access to use Zenegy Payroll, it is the Customer’s responsibility to ensure that the settled and reported salary is legal and correct, and that the Customer has the necessary available funds in its account to cover the payments. Likewise, it is the Customer’s responsibility to ensure that the payroll administration meets the requirements of the legislation, including for bookkeeping and storage of original documents, processing of personal data, etc.
17.2 Deletion of Data
Upon termination of the Agreement as a whole or the Customer’s access to Zenegy Payroll, the Customer has the choice between whether data must be deleted after 7 days or storage of and access to data for 6 months. If, before the end of a selected 7-day or 6-month period, the Customer still wishes to store and access data at Zenegy, the Customer must enter into a new agreement on Zenegy Payroll with Zenegy.
17.3 CPR Entry in the CPR Register
The CPR lookup function in Zenegy is an optional function the customer can use to retrieve information about an employee’s full name and address via the CPR register. The functionality can only be used when creating an employee, and does not update the information continuously. It is the Customer’s responsibility to ensure that the Customer has the right basis for obtaining the information (e.g. an employment contract or other form of consent) and that this is done in accordance with the data protection rules applicable at all times and the Danish Civil Registration System Act.
Any violation will be the sole responsibility of the Customer.
SPECIFIC TO Zenegy Expense
18.1 Deletion of Data
Upon termination of the Agreement as a whole or the Customer’s access to Zenegy Expense, the Customer has the choice between whether data must be deleted after 7 days or storage of and access to data for 6 months. If, before the end of a selected 7-day or 6-month period, the Customer still wishes to store and to gain access to data at Zenegy, the Customer must enter into a new agreement on Zenegy Expense with Zenegy.
SPECIFIC TO Zenegy Numbers
19.1 Deletion of Data
Upon termination of the Agreement as a whole or the Customer’s access to Zenegy Numbers, Zenegy is required by the Accounting Act to store data for the current year plus five years. The data is then deleted. If the Customer wants continued storage of and access to data at Zenegy, the Customer must enter into a new agreement on Zenegy Numbers with Zenegy.
19.2 Authorities’ Access to Data
The customer accepts that Zenegy must comply with the delivery obligation in accordance with the Accounting Act.
20. Version History
Version 1.0: -04-26-2024
Version 1.1: -30-10-2024