Terms & Conditions

Terms & Conditions

1.1. The following are the general terms and conditions (hereinafter "the Agreement") for the use of the Service offered by cNumerics ApS, CVR-no.: 42183342, Husumgade 1.3.1:

1.2. cNumerics's offer its Service on the domain www.cnumerics.com. These terms and conditions apply for all Service’s available from the cNumerics domain, whether the Service is to be down-loaded or accessible using the domain.

1.3. When the Customer purchases access to the Service, the Customer will have bought access to cNumerics' Service for a limited period of time.

1.4. This Agreement contains all operational rules, policies and guidelines referred to in this Agreement or which may otherwise be published on cNumerics' website, including but not limited to (1) Or-der Confirmation, containing details of the Customer's Order (hereinafter "Order Confirmation"), (2) cNumerics' terms and conditions for the use of the website, (3) Information on the processing of personal data, as well as an overview of data processors (hereinafter "Privacy Policy").

1.5. This Agreement may be subject to occasional changes when such changes are due to the im-provement of functions or compliance with existing legislation. cNumerics will only notify its Cus-tomers of changes, if significant changes are made to the Agreement.

1.6.

cNumerics stores earlier versions of this Agreement.

2. Definitions

2.1. Approved User: The approved user is the Customer who has purchased access to cNumerics' Ser-vice and is registered and authorized by cNumerics to use the Services to which the selected Service provides access in accordance with this Agreement cf. the Order confirmation.

2.2. Order confirmation: The Order Confirmation is a specification of the selected Service that the Customer has chosen to purchase. The Order Confirmation is received after the purchase of the se-lected subscription.

2.3. The platform:The platform is the digital Service that cNumerics provides after payment for the sub-scription chosen by the Customer.

2.4. Service: Service is understood as all functions, including websites and user interfaces as well as all content and software applications associated with cNumerics or developed by cNumerics.

3. Accept

3.1. When the Customer has accepted this Agreement in connection with the Customer's choice Service, the Agreement becomes binding and enters into force.

4. Term of the Agreement

4.1. The Agreement enters into force on the date on which the Customer chooses to buy access to cNumerics Service. This date is hereinafter referred to as the Effective Date.

4.2. The Agreement remains in force for the duration of the subscription as stated in the Order Con-firmation or until the Agreement is terminated.

5. Renewal of subscription

5.1. On the last day of the Initial Term and on each subsequent anniversary of that date, the Agree-ment will automatically be renewed.

5.2. The Agreement will be renewed to cNumerics then current, standard, and non-discounted price for an additional period. The additional period will be of the same duration as the preceding subscription period, in accordance with the terms referenced to in the applicable Order Confirmation.

5.3. Each Party can notify the other party of its intent not to renew. Any non-renewal shall be deemed to be a termination of the Agreement for the purposes hereof.

5.4. Both Parties must notify 30 day prior to the end of the then-current term.

5.5. The Customer must notify cNumerics on the support@cnumerics.com

6. Terms of payment

6.1. Unless otherwise stated, all prices and fees are stated in DKK. The price for the Customers' pur-chase of the Services is added to any VAT (in Danish: "VAT"). cNumerics informs the Customer about this when the Customer has chosen a Service and has to pay for it.

6.2. cNumerics has different prices, functions and options for the Services, these depend on the select-ed Service that the Customer has chosen, this including any fees.

6.3. cNumerics does not guarantee that the Customer's special plan will be offered indefinitely. cNumerics reserves the right to change prices, functions and other things in the Service.

6.4. cNumerics informs the Customer of significant changes in the price of a selected Service. cNumerics informs by written notice no later than 40 days before the price change takes effect.

6.5. The Customer is invoiced for payment by credit card. Payment for the Services and all applicable taxes is due upon acceptance of the Agreement and must be paid for each period the Agreement is in effect.

6.6. In the event of late payment, cNumerics will suspend Customer's access to the Service with imme-diate effect.

7. Use of the Services

7.1. Eligibility for use

7.1.1. If the Customer accepts this Agreement on behalf of a company, organization or entity, the Cus-tomer represents and warrants that the Customer and / or the specifically used signature used to accept this Agreement and / or Order Confirmation is authorized to accept this Agreement and / or the order confirmation on behalf of that organization or entity and binds them to the Agree-ment and / or Order Confirmation.

7.2. Access to cNumerics

7.2.1. Customers of cNumerics is granted a limited, non-exclusive, revocable, non-transferable license that gives Customer access to and use of the Services during the period purchased, the term of the Agreement and solely for Customer's business purposes, this being engineers offering advisory Services.

8. No Advisory Service

8.1. The Customer's use of the material, including calculations etc., is the Customer's responsibility.

8.2. The Customer agrees that the Customer undertakes to review and assess what the material pro-vides in its use.

8.3. The Customer agrees that the Company is only a provider of a Service, and the material prepared using the Service cannot be equated with engineering advice.

9. Obligations under the Agreement

9.1. After the Customer has accepted this Agreement cNumerics will:

9.2. Provide the Service to the Customer in accordance with the Service chosen by the Customer.

9.3. cNumerics will take reasonable steps to ensure that the Service is online, usable and available 90% of the time ("Uptime") each month. cNumerics will endeavor to prevent disruption of the Service.

9.4. The following circumstances are exempt from the obligation for Uptime: (i) Service work outside normal working hours (this means 8 to16 Monday to Friday), (ii) The Customer's own circum-stances that do not enable or limit the Customer's ability to use cNumerics' Service and (iii) force majeure.

9.5. If there are technical problems with cNumerics Service, the Customer can contact cNumerics, who will help the Customer to investigate the error. In order for cNumerics to assist Customer, Customer must provide cNumerics with all the information necessary to investigate the issue. cNumerics will endeavor to answer such questions as soon as possible.

10. Customer obligations

10.1. Upon Customer's acceptance of this Agreement the Customer shall provide the information that cNumerics may reasonably require to provide the Service.

10.2. The Customer must ensure that such information is complete and accurate in all material respects.

10.3. The Customer is obligated to notify cNumerics of any unauthorized use of cNumerics Services that Customer may or should become aware of.

10.4. The Customer may not, without cNumerics, allow any third party to directly or indirectly rent, lease, copy, transfer, resell, sublicense, time-share or otherwise provide third parties with access to the Services.

10.5. The Customer may not modify or create derivative works of cNumerics' Service or any part there-of.

10.6. The Customer may not reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats for cNumerics' Service.

10.7. The Customer may only reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, the underlying ideas, algorithms, file formats for cNumerics' Ser-vice, if expressly permitted by applicable Danish law and then only with prior written notice to cNumerics. Notice must be given 40 calendar days in advance.

10.8. The Customer may not breach or circumvent security measures for cNumerics Service or configure the Service to avoid incurring fees or otherwise interfere with the integrity, performance or se-curity of the Service.

10.9. The Customer must not violate the usage restrictions, as well as usage limits specified in the order confirmation without prior notice to cNumerics, cNumerics witten acceptance, and payment of the associated fees, as well as costs required by cNumerics. The Customer must submit this notice 50 calendar days in advance.

10.10. The Customer may not seek access to the Services for the purpose of building a Service or Service that will compete with cNumerics' Service. If the Customer uses his access to build a similar Service, is cNumerics to be the holder of all income. The above also applies if the Customer were to copy cNumerics' functions or user interface.

10.11. The Customer's use of the Service for any illegal purpose, misleading purpose or any way incom-patible with the Agreement is prohibited.

10.12. The Customer's collection use and / or disclosure of data that infringes a third-party right, includ-ing copyrights, moral rights, trademark rights, commercials, trade secrets, unfair competition, ad-vertising rights and other proprietary rights are strictly prohibited.

11. Transfer of rights and/or obligations

11.1. Both Parties shall not have the right to transfer their respective rights or obligations under this Agreement to any third party without prior written consent from cNumerics. Any change of direct or indirect control of the Customer is to be deemed to be a transfer of the contract and written consent of cNumerics will be required.

12. Confidentiality of the parties

12.1. Commercial information the Customer and cNumerics may obtain or come into possession of, is to be considered confidential by both the Customer and cNumerics. The confidential information may not be disclosed by either the Customer or cNumerics to third parties without obtaining writ-ten consent from the relevant party. The obligation not to disclose confidential information applies to both the Customer and the Company for an indefinite period of time and must therefore sur-vive the termination of the Agreement

12.2. The obligation not to disclose confidential information to third parties shall not apply to information: (i) which the Customer or cNumerics is obliged to disclose to fulfill its obligations and ex-ercise its rights under the Agreement or to disclose under applicable law or, (ii) which become pub-licly available without any recipients' fault, (iii) which the Customer or cNumerics comes into pos-session of in good faith from a third party.

13. Property rights, including intellectual property rights

13.1. Neither Customer's ownership of or any rights, property or interest in intellectual property rights or any item that exists prior to the effective date will be altered, transferred or assigned under this Agreement.

13.2. Customer agrees that cNumerics will respond to all rights, proprietary rights, intellectual property rights and interests in and to the Service and all related or underlying documentation, technology, code and know-how.

13.3. cNumerics Service is offered online only and is hosted by cNumerics.

13.4. The Customer agrees that Customer is not entitled to receive a copy of the software behind any of cNumerics' Services offered.

13.5. The Customer accept that only cNumerics has the power to make updates, fix bugs, changes or improvements to cNumerics' Services.

13.6. cNumerics reserves the right to change or remove features from time to time.

13.7. cNumerics only undertakes to notify the Customer in case of significant changes in the Service. cNumerics undertakes to notify the Customer with a notice of 20 days.

13.8. Material prepared using cNumerics' Services may be stored, copied and downloaded. This is pro-vided that the Customer retains its copyright and the Customer uses the material exclusively for its individual business purposes.

13.9. The Customer agrees that the Customer may not commercialize the distribute the material, but only use it in connection with his role as a consulting engineer.

13.10. The Customer accepts that the Customer is responsible for the use of the calculations in the mate-rial, and cNumerics cannot be held responsible for the calculations.

14. Limitation of liability

14.1. The Customer's use of the Service is only the Customer's responsibility.

14.2. The Customer agrees that the Service is provided "as is".

14.3. The Customer agrees that the Service may be updated, modified, disconnected, suspended or in-terrupted at any time and without notice or cNumerics liability.

14.4. The Customer agrees that all conditions, warranties and other terms provided by law, notices and similar sources of law are excluded from this Agreement

14.5. The Customer agrees on the following and that the following limitations of the Agreement are agreed to take precedence over any other terms of this Agreement in the event of a conflict or conflict of interpretation.

14.6. cNumerics (including its licensors, affiliates and suppliers) are not responsible for any claim or subject matter arising or related to this Agreement the Service offered by cNumerics, or the website where cNumerics offers its Services.

14.7. cNumerics (as well as cNumerics's affiliates, licensors and suppliers) are not responsible for any claims or actions (whether derived from contract, negligence, strict liability or otherwise) arising from the use of the Service.

14.8. cNumerics is not liable for any loss (either directly, indirectly or consequential damages) of profits, contracts, revenues, business opportunities, goodwill, as a result of security breaches of a third par-ty telecommunications and/or the Internet, expected savings and expected revenues.

14.9. cNumerics is not liable for any loss or damage arising from liabilities to third parties, whether the loss or damage is direct, indirect or derivative.

14.10. cNumerics is not responsible or liable for any loss or damage normally beyond the reasonable control of cNumerics.

14.11. cNumerics is not responsible or liable for loss or damage to any indirect, random or consequential effect.

14.12. cNumerics is not responsible or liable for the Customer's use of the calculations provided in the Service of cNumerics.

14.13. cNumerics is not responsible or liable for the death or personal injury of any person as a result of errors in the calculations, as the Customer is responsible for the correct calculation.

14.14. cNumerics is solely liable for an amount equal to 12 months subscription.

15. Obligation to indemnified

15.1. The Customer agrees that the Customer defends, indemnify, and holds cNumerics, as well as its employees, consultants, directors, agents, affiliates and suppliers, harmless from and against all damages, losses and expenses of any kind, including reasonable publisher to attorney's fees and costs arising out of or related to (i) the Customer's violation of applicable law or third-party rights, (ii) any activity in which the Customer participates in, on or through the Service (iii) the nature and content of any material resulting from the Service, (iv) The Customer's non-compliance, including violation, of this Agreementor any of them.

16. Termination of the Agreement and the effect of termination

16.1. A Party may terminate the Agreement including the order confirmation, if the other Party fails to remedy any material violation of this Agreement (including non-payment of uncontested fees) within thirty (30) days of written notification describing the breach or in case the either cNumerics or the Customer ceasing to operate without a successor.

16.2. A party may terminate the Agreement including the order confirmation, if the other party takes legal action or makes a claim and this is not resolved within 90 calendar days.

16.3. If the agreed term expires or the Agreement is terminated, the Customer must pay any amount due to cNumerics.

16.4. If the agreed term expires or the Agreement is terminated, the Customer will pay any amount that the Customer may owe cNumerics.

16.5. If the agreed term expires or the Agreement is terminated, licenses and rights of use granted to the Customer with respect to cNumerics' Services and intellectual property rights will cease immediately.

16.6. cNumerics obligation to provide additional Services to the Customer under this Agreement shall cease immediately, with the exception of such Services to be expressly provided after the expiry or termination of this Agreement

16.7. The Customer will either delete, or at cNumerics request return, all copies of any code, documenta-tion, passwords or other confidential information. The Customer is responsible for ensuring that third parties do not have access to any code, documentation, password or other confidential in-formation.

17. Force majeure

17.1. Both Parties are not liable for any delay or defect, except for payment obligations, when the delay or defect is due to reasons beyond the reasonable control of the Parties, this being, war, terror, strike, blockade, rebellion, failure, natural disaster or failure of telecommunications or data net-works.

18. Contract interpretation and waiver

18.1. This Agreement and the Order confirmation constitutes the entire Agreement between cNumerics and the Customer.

18.2. The nullity or inability of a provision to be enforced shall not affect, invalidate or restrict the cNu-merics enforcement of the other provisions of the Agreement

18.3. cNumerics non-exploitation, enforcement or exercise of a provision under this Agreement shall not result in the deletion of the provision.

19. Handling complaints and possible disputes

19.1. In case the Customer wants to complain about cNumerics, the Customer is encouraged to com-plain using the following email compliant@cNumerics.com.

19.2. The Customer is encouraged to describe the dispute briefly, including with reference to relevant material such as legislation, contracts, or similar.

19.3. The Customer and cNumerics agree to use their reasonable efforts to settle any compliant, dispute, claim, question or likewise directly through consultation or negotiation.

20. Contact

20.1. All notices, including regular correspondence, required by this Agreement shall be in writing. Notifications must be made either by E-mail or letter.

20.2. cNumerics contacts the Customer on the information provided by the Customer in connection with the order confirmation.

20.3. Messages shall be deemed to have been received when the message is delivered.

20.4. If messages to cNumerics have come outside of cNumerics' regular business hours, the message is considered received at the next opening time.

20.5. The Customers must send messages to cNumerics by e-mail support@cNumerics.com or to the following record address Husumgade 1.3.1

21. Law and venue

21.1. This Agreement is subject to the laws of Denmark.

21.2. Any dispute arising out of or in connection with this Agreement must be resolved and settled be-fore and by the City Court of Copenhagen as the sole proper venue.

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