Terms and Conditions

Last updated: October 1tst 2023

1. General

These Terms and Conditions apply to all our Services as Supplier. By using our Services, you as Customer accept these Terms and Conditions and The Terms of data Processing as mentioned in these Terms.  If you as a Customer do not accept these Terms and Conditions, you are not entitled to use the platform.

The Agreement with us, DigitalGuest as Supplier of the platform and Services “Services” that is part of the Agreement is concluded by the signing of an agreement in writing “the Agreement”, with these Terms and Conditions as an integrated part of the Agreement.

After concluding the Agreement, a main user in your organization can create a user account. As the main user, you must ensure that all users understand and comply with the content of these Terms and Conditions. 

2. Definitions

When you read ‘you’ in these Terms and Conditions, we mean you as a Customer of or as the user of our Services. You are a user if, for example, you log in as an employee on our online platform, and use our Services made available by us to you via the internet.
If you read ‘we’, ‘us’ or ‘our’, we mean DigitalGuest ApS as the contracted party and as Supplier of the DigitalGuest platform and Services.  DigitalGuest is the trade name of DigitalGuest ApS established at Værkmestergade 25, 3.  Sal 8000 Aarhus C in Denmark and registered under Company ID no. 38059548.  Website:  www.digitalguest.com.

3. Applicability

These Terms and Conditions apply to use of our Services and all quotations we send you and all agreements we conclude with you. These Terms and Conditions also apply to anyone using the Services account.

Deviation from these Terms and Conditions by you is only permitted if we agree this with you in writing.

By using our platform and Services you state that you are familiar with the contents of these Terms and Conditions and that you agree to them.

We work only based on these Terms and Conditions. Any terms and conditions of purchase or exceptions put forward by you do not form part of the Agreement unless DigitalGuest has explicitly accepted them in writing.

You can create accounts for other users from your main account. If you are an employer, you can create accounts for your employees so they can use the platform. You must always keep the login details confidential, and not disclose it to any third party. You as a Customer will ensure that the authorized users comply with these Terms and Conditions and are responsible for all activity that occurs under your account including any activity by authorized or unauthorized users.

4. Prices and payment

You as Customer shall owe us the applicable fees, which includes onboarding fees, monthly fees, administration fee, text messaging costs, costs for workshop or onsite training, costs for service requests on an hourly basis that are in addition to normal operation, costs for adaption, maintenance or product development, costs for integration to APIs and other fees whether one-time or continuous.

All fees and costs are paid monthly in arrears. The first invoice takes place from the date of signing of the contract plus one month. Invoicing then takes place on the 1.st of each month in arrears. Text messaging costs are charged on the 1.st of each month based on your consumption in the last month as Customer together with costs for workshop or onsite training and service requests on an hourly basis. The payment deadline for invoices is as stated in The Agreement.

If payment is not successful, we will notify you of the failed payment. In this case we have the right to charge you statutory interest and collection costs, but always first after notifying you first to try and get to a solution. We also have the right to cancel the Agreement and the Services or block certain functionalities until you have paid. In such an event, any fees agreed under the Agreement remain payable by you to us. We will always inform you of this by way of a ‘notice of default’ before taking any action.

All prices stated by us in the Agreement, on our website or elsewhere are exclusive of VAT and other levies imposed by any government and we are not liable for any typographical errors in our prices. The VAT rate depends on where your company is established. If the legal regulations concerning the payment of VAT change, we will adjust our prices accordingly.

5. Price changes

Once a year the previously applicable subscription fee, plus any feature add-ons, are automatically increased by 5 %. The adjustment follows 12 months after the date of first invoice. Clients with first invoice date before 01.03.2023 will have their price adjusted annually in February.If any other price adjustments are made, we will let you know at least one month in advance. If you disagree with the price change, then you can cancel the Agreement in accordance with the cancellation rules in these Terms and Conditions. If you continue to use our Services after the price change, you agree to the change by default.

6. Duration and canceling of the Agreement 

The Agreement is valid as stated in The Agreement and will automatically be renewed, unless terminated in a written notice by either party in accordance with the cancellation policy in The Agreement. If you cancel as a Customer, you should state the date on which you wish to cancel your Agreement with us in your message in accordance with these Terms and Conditions. After the notice period we will close your account.

Either party may terminate the Agreement with immediate effect, without prior written notice, if the other party commits a breach under the Service Agreement which is not capable of remedy, or which is capable of remedy but which is not remedied within 15 days of notice from a Party to do so; becomes insolvent, files for or is declared bankrupt, applies for moratorium, has an administrator or liquidator appointed, or is otherwise unable to pay its debts.

When changing the subscription plan, terms and conditions will remain the same as stated in the initial Agreement.

Any Feature add-ons purchased will be invoiced together with your monthly subscription. Add-ons can be terminated at any given date, with the notice period of current month plus 1 month.

7. Content and intellectual property rights

All content on the platform is set up by you as Customer and owned by you. 

Illegal content may not be placed on the platform and Services. By this we mean material that infringes the intellectual property rights of third parties, or content that is contrary to the law, public policy, or public morality. In addition, a Service account may not be created by you or others for the purpose of reproducing all or part of our Services.

You grant us as Supplier a perpetual, non-exclusive, fully paid and royalty-free license to use all data, information, materials and other content provided by you as Customer while using the Services, in an aggregated and anonymized form for internal business purposes and commercial purposes.

You grant us a non-exclusive and non-transferable right to use your trademark(s) and/or tradename(s) for the duration of the Service Agreement to provide its Services. We acknowledge it does not derive ownership of these trademark(s) and/or tradename(s). You also through the Agreement period grants us rights to use your Customer platform as a reference in our marketing activities.

Unless stated otherwise, the software required for the Services or available at or used by our website and the intellectual property rights (including trademarks and copyrights) of the contents and information of and material on our website are owned by us, our suppliers or providers. 

We hereby grant you a non-exclusive, limited, and non-transferable right to use the Services under these Terms and Conditions as explicitly granted hereunder or otherwise solely for the duration of the Agreement. You are prohibited from multiplying the Services or other materials in any way or make any copies thereof or to remove or change any marks on the software with respect to copyrights, trademarks, trade names or any other intellectual property rights associated with the software or the Services.

8. Our Services – technical, functional and support.

The Platform and the Services are hosted by us or our suppliers.

We offer DigitalGuest as it is, with the functionalities included at the time they are offered. Functionality is monitored by us as Supplier to make sure a smooth operation.

Functionalities may change and at some point, we may no longer offer a specific component. We are entitled to modify the software of our platform and Services as the occasion arises for the purposes of improvements to the functionality and the rectification of errors. 

We do our utmost to ensure our Services optimal availability and accessibility, but we cannot guarantee that our Services will always be available in its entirety all of the time or that it is free of errors. Our Services may, for example, be temporarily unavailable, if we need to carry out maintenance, fix bugs or implement updates.

We will always endeavor to conduct maintenance at times when it affects as few users as possible. We aim to notify you well in advance so that you can take this into account. If, however, there is an emergency, this might have to be done without prior notice.

We do everything we can to ensure our Services are free of errors and to fix website errors as soon as possible. But we cannot guarantee that these errors will always be fixed, or that our Services are free of errors. Backup, updates, and other ongoing tasks in connection with the operation of the platform are managed by us or our suppliers. The platform and the Services are always compatible with all standard browsers, tablets, and smartphones.

Our total liability for any loss, damage or other costs sustained by you as Customer due to the Services temporarily being deactivated for maintenance, modification, or improvement purposes, will be limited to the total amount of the applicable fees payable by you under the Agreement for the duration that the Services is deactivated.

9. Third Party Services

On our platform and in our Services, you can create connections that use external APIs, from third party Services such as a PMS. We have no control over these APIs and in the event of a malfunction, data sent may not be properly linked or transmitted. We are not liable for any loss or damage if this occurs and not responsible for any disclosure, modification, loss or deletion of your data resulting from the third-party Services. 

By using our Open API, you as a Customer are responsible for ensuring that the integration is built according to our API documentation and may not be used by you in a manner that is contrary to or infringing on the rights of third parties.

All costs for us as Supplier in integrating to external APIs or modification of our standard APIs is owed to us by you as Customer.

10. Personal data

Each party shall comply with EU’s General Data Protection Regulation as may be amended from time to time (“GDPR”).

To the extent we process personal data on behalf of you as Customer in the performance of the Services, we qualify as a data processor with you as data Controller and will process personal data on behalf of the you  in accordance with our Terms of Data Processing, that can be found on our website and is hereby incorporated by reference and made part of this Agreement.

It is recommended and the responsibility of you as Customer that you inform your guests about the use of this platform and the Services in connection with your own terms and conditions,  including providing adequate information to the guests and other data subjects how we (and other similar services) are being used to process their personal data and for which purpose the processing takes place.

You indemnify us for any claim of a data subject, authorities, and third parties in connection with applicable data protection laws or telecommunication laws, to the extent permitted by applicable law.

11. Liability

If something goes wrong, please let us know. We can then try and resolve the matter together.

If you do not comply with the rules set out in these Terms and Conditions we may close your user account with immediate effect, suspend the provision of the Services; terminate the Agreement; and claim any damages.
In such an event, any fees agreed under the Agreement remain payable by you to us.

Ideally, we would like to settle any disputes together. If this is not successful, then we will submit our dispute to the court in Copenhagen. Danish law applies in this respect.

If you wish to hold us liable, please notify us of this in advance (by sending us a ‘notice of default’). In the notice you state why you wish to hold us liable, and you give us the opportunity to remedy any damage or loss and to fix any errors. You shall always give us a reasonable period in which to do so.

If we are liable, our total liability is limited to compensation of the direct damage or loss, up to a maximum of the amount that you have paid us in the last 12 months for the use of our platform.  If we are insured for that damage or loss, our liability is limited to the amount paid out by our insurer. We will never be liable for indirect loss, including consequential loss, loss of data lost profits or turnover, lost savings, and loss due to business interruption. This limitation does not apply if the damage or loss is caused by intent or gross negligence on our part. Any claim for liability automatically lapses 24 months after the claim has arisen.

You as Customer indemnifies us against all claims brought by third parties on any ground whatsoever in respect of compensation of damage, costs or interest in connection with the Services as provided by us to you.

12.  Force majeure

In the event of force majeure (circumstances beyond our control), we do not have to fulfil our obligations under the Agreement without that leading to any obligation to pay compensation. By force majeure we mean the lack of or stagnation in the provision of Services resulting from the use of third parties, external APIs that do not work or do not work in full or the inability to deliver as a result of failure in the power and/or telecommunication facilities. It also includes disruptions in the telecommunications infrastructure, internet, domestic disturbances, epidemics and pandemics, mobilization, war, traffic congestion, strikes, lockouts, import and export restrictions, business interruptions, supply delays, fire, flood and breaches by suppliers on whom we are dependent in the performance of an agreement. 

If the situation of force majeure lasts longer than 60 days, you have the right to cancel your Agreement prematurely. We are not liable for any damage or loss in this respect. You will, however, receive a refund of any fees already paid in proportion to the months not used.

13. Change of Terms and Conditions

We can change our Terms and Conditions at any time. If we do so, we will notify you of our new Terms and Conditions one month before the date they take effect. Minor amendments may be made at any time and enter into effect immediately. If you continue to use our Services after a change to these terms and conditions, you agree to the content of these terms and conditions.

14. Final provisions

Both parties undertake to maintain confidentiality with respect to all information received from the other party designated by either of the parties as confidential. The parties shall also impose this obligation on their employees and on third parties engaged in the performance of the Agreement.