These subscription terms (the “Subscription Terms”) set out the general terms and conditions governing your subscription to the Riskline COVID-19 Service. Your acceptance of these Subscription Terms together with your order for the Riskline COVID-19 Service constitutes a binding contract between you and Riskline ApS, CVR no. 29 85 06 31 (“Riskline”).
Riskline has developed a COVID-19 self-service platform (the “Riskline COVID-19 Service”) which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of providing country specific information about restrictions imposed by COVID-19 to corporate travelers. The Riskline COVID-19 Service is a business to business (B2B) product only and not aimed at consumers. By accepting these Subscription Terms you confirm that you are not a consumer.
By accepting these Subscription Terms, you agree to be bound by these Subscription Terms. If you are entering into these Subscription Terms on behalf of a company, organization or another legal entity, you are agreeing to these Subscription Terms for that company, organization or other legal entity and representing to Riskline that you have the authority to bind such company, organization or other legal entity to these Subscription Terms.
The Subscription Terms is the entire agreement between you and Riskline in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Subscription Terms.
The definitions in this clause apply in these Subscription Terms.
Data Protection Legislation:
the Danish Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
the document made available to you by Riskline online via https://covid-19.riskline.com/ or such other web address notified by Riskline to you from time to time which sets out a description of the Riskline COVID-19 Service and the user instructions for the Riskline COVID-19 Service.
the date you sign up to the Riskline COVID-19 Service.
Riskline COVID-19 Service:
the subscription services provided by Riskline to you under these Subscription Terms via https://covid-19.riskline.com/ as more particularly described in the Documentation.
the user subscription purchased by you pursuant to clause 7.1 which entitle you to access and use the Riskline COVID-19 Service and the Documentation in accordance with these Subscription Terms.
the subscription fees payable by you to Riskline for the Subscription, which can be found on https://covid-19.riskline.com/.
Subject to you purchasing the Subscription in accordance with clause 7.1, the restrictions set out in this clause 2 and the other terms and conditions of these Subscription Terms, Riskline hereby grants to you a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Riskline COVID-19 Service and the Documentation during the term of these Subscription Terms solely for your own use. For the avoidance of doubt the rights are granted to you as a person and consequently the rights granted apply to you as a named user. You may only use the information in the Riskline COVID-19 Service for your own use and you may not use the Riskline COVID-19 Service to provide information or services to others, including co-workers, customers, etc.
You shall not:
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Subscription Terms:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Riskline COVID-19 Service and/or Documentation (as applicable) in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Riskline COVID-19 Service; or
access all or any part of the Riskline COVID-19 Service and Documentation in order to build a product or service which competes with the Riskline COVID-19 Service and/or the Documentation; or
use the Riskline COVID-19 Service and/or Documentation to provide services to third parties; or
subject to clause 16.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Riskline COVID-19 Service and/or Documentation available to any third party, or
attempt to obtain, or assist third parties in obtaining, access to the Riskline COVID-19 Service and/or Documentation, other than as provided under this clause 2.
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Riskline COVID-19 Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Riskline.
The rights provided under this clause 2 are granted to you only (one named user).
3. RISKLINE COVID-19 SERVICE
Riskline shall, during the term of these Subscription Terms, provide the Riskline COVID-19 Service and make available the Documentation to you on and subject to the terms of these Subscription Terms.
Riskline shall use commercially reasonable endeavours to make the Riskline COVID-19 Service available 24 hours a day, seven days a week, except for:
planned maintenance; and
unscheduled maintenance, provided that Riskline has used reasonable endeavours to give you notice in advance.
The Riskline COVID-19 Service and the Documentation are provided to you on an “as is” basis.
You shall own all right, title and interest in and to all of the data inputted by you for the purpose of using the Riskline COVID-19 Service that is not personal data and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such data inputted by you.
Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5. RISKLINE’S OBLIGATIONS
Riskline undertakes that the Riskline COVID-19 Service will be performed substantially in accordance with the Documentation and with reasonable skill and care.
The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Riskline COVID-19 Service contrary to Riskline’s instructions, or modification or alteration of the Riskline COVID-19 Service by any party other than Riskline or Riskline’s duly authorised contractors or agents. If the Riskline COVID-19 Service do not conform with the foregoing undertaking, Riskline will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.
does not warrant that:
your use of the Riskline COVID-19 Service will be uninterrupted or error-free;
the Riskline COVID-19 Service, Documentation and/or the information obtained by you through the Riskline COVID-19 Service will meet your requirements;
the Riskline COVID-19 Service, Documentation and/or the information obtained by you through the Riskline COVID-19 Service will be complete, adequate, up to date or error-free.
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledges that the Riskline COVID-19 Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6. YOUR OBLIGATIONS
without affecting your other obligations under these Subscription Terms, comply with all applicable laws and regulations with respect to your activities under these Subscription Terms, and
carry out all other of your responsibilities set out in these Subscription Terms in a timely and efficient manner.
7. CHARGES AND PAYMENT
7.1 You shall pay the Subscription Fees to Riskline for the Subscription in accordance with this clause 7.
You shall on the Effective Date provide to Riskline valid, up-to-date and complete credit card details. When you provide your credit card details to Riskline, you authorize Riskline to bill such credit card for the Subscription Fees. Payment for the Subscription is in advance. Riskline will take your first payment upon acceptance of the Subscription and will take subsequent payments monthly in advance.
If Riskline has not received payment on the due date, and without prejudice to any other rights and remedies of Riskline, Riskline may, without liability to you, disable your password, account and access to all or part of the Riskline COVID-19 Service and Riskline shall be under no obligation to provide any or all of the Riskline COVID-19 Service while the invoice(s) concerned remain unpaid.
All fees stated or referred to in these Subscription Terms:
shall be payable in EUR, unless otherwise agreed;
are non-cancellable and non-refundable;
are exclusive of value added tax, which shall be added to Riskline’s invoice(s) at the appropriate rate.
Riskline shall be entitled to increase the Subscription Fees upon one month prior notice to you.
8. PROPRIETARY RIGHTS
You acknowledge and agree that Riskline and/or its licensors own all intellectual property rights in the Riskline COVID-19 Service and the Documentation. Except as expressly stated herein, these Subscription Terms does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Riskline COVID-19 Service or the Documentation.
Riskline confirms that it has all the rights in relation to the Riskline COVID-19 Service and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Subscription Terms.
Each party may be given access to confidential information from the other party in order to perform its obligations under these Subscription Terms. A party’s confidential information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party’s lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
is independently developed by the receiving party, which independent development can be shown by written evidence.
Subject to clause 9.1, each party shall hold the other’s confidential information in confidence and not make the other’s confidential information available to any third party, or use the other’s confidential information for any purpose other than the implementation of these Subscription Terms.
Each party shall take all reasonable steps to ensure that the other’s confidential information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Subscription Terms.
A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
You acknowledge that details of the Riskline COVID-19 Service constitute Riskline’s confidential information.
No party shall make, or permit any person to make, any public announcement concerning these Subscription Terms without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
The above provisions of this clause 9 shall survive termination of these Subscription Terms, however arising.
10. LIMITATION OF LIABILITY
Except as expressly and specifically provided in these Subscription Terms general principles of liability under Danish law shall apply.
You assume sole responsibility for results obtained from the use of the Riskline COVID-19 Service and the Documentation, and for conclusions drawn from such use. Riskline shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Riskline by you in connection with the Riskline COVID-19 Service, or any actions taken by Riskline at your direction.
Riskline shall not be liable whether in tort (including for negligence or breach of statutory duty), contract (including in respect of the indemnity in clause 11.2), misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Subscription Terms.
Riskline’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Subscription Terms shall be limited to the total Subscription Fees paid for the Subscription during the 12 months immediately preceding the date on which the claim arose.
Riskline collects and structures data based on public information and other available sources. Riskline is not liable for any information which is available via and/or integrated with the Riskline COVID-19 Service. Consequently, Riskline cannot be held liable for the correctness, completeness, quality, lawfulness and reliability of the information or for the results which are achieved by means of such information.
The Riskline COVID-19 Service constitute tools to be used for risk management and risk assessment for corporate travellers. Riskline is unable to warrant that all information and updates are complete, adequate and error free. You should always evaluate output and data from the Riskline COVID-19 Service on an individual basis. Riskline aims to reduce risk for you, but shall in no way be responsible for your safety and security and Riskline assumes no liability for losses, bodily injury or death of you.
You shall defend, indemnify and hold harmless Riskline against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the your use of the Riskline COVID-19 Service and/or Documentation, provided that:
you are given prompt notice of any such claim;
Riskline provides reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
you are given sole authority to defend or settle the claim.
Riskline shall defend you against any claim that your use of the Riskline COVID-19 Service or Documentation in accordance with these Subscription Terms infringes any copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
Riskline is given prompt notice of any such claim;
you provide reasonable co-operation to Riskline in the defence and settlement of such claim, at Riskline’s expense; and
Riskline is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, Riskline may procure the right for you to continue using the Riskline COVID-19 Service, replace or modify the Riskline COVID-19 Service so that they become non-infringing or, if such remedies are not reasonably available, terminate your subscription on 2 days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
In no event shall Riskline, its employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
a modification of the Riskline COVID-19 Service or Documentation by anyone other than Riskline; or
your use of the Riskline COVID-19 Service or Documentation in a manner contrary to the instructions given to you by Riskline; or
your use of the Riskline COVID-19 Service or Documentation after notice of the alleged or actual infringement from Riskline or any appropriate authority.
The foregoing state your sole and exclusive rights and remedies, and Riskline’s (including Riskline’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12. TERM AND TERMINATION
Your Subscription shall commence on the Effective Date and shall be automatically renewed for successive periods of one month until the Subscription is terminated by Riskline or you.
You may cancel your Subscription at any time at https://covid-19.riskline.com/.
Riskline may terminate your Subscription by giving 30 days prior written notice with effect to the end of a month.
Notwithstanding clause 12.3, Riskline may terminate your Subscription and suspend the performance of the Riskline COVID-19 Service with immediate effect by giving notice to you if:
You commit a material breach of any term of the Subscription Terms and (if such breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so; or
You fail to pay any amount due under the Subscription Terms on the due date for payment.
On termination/cancellation of your Subscription for any reason, all rights granted under these Subscription Terms shall immediately terminate and you shall immediately cease all use of the Riskline COVID-19 Service and/or the Documentation. Riskline shall in no event be liable to pay back the Subscription Fees in whole or in part in the event of termination/cancellation of your Subscription for any reason.
Any provision of the Subscription Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
13. FORCE MAJEURE
Riskline shall have no liability under these Subscription Terms if Riskline is prevented from or delayed in performing its obligations under these Subscription Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Riskline or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic, pandemic or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
Riskline reserves the right to amend the Subscription Terms published at [INSERT WEB ADDRESS] from time to time without notice. Your continued use of the Riskline COVID-19 Service will constitute acknowledgement and acceptance of the amended Subscription Terms.
15. DISCLAIMER OF WARRANTY
No information or advice, whether expressed, implied, oral or written, obtained by you from Riskline or through the Riskline COVID-19 Service will create any warranty, guarantee or conditions of any kind, except for those expressly outlined in these Subscription Terms.
Unless otherwise expressed, Riskline expressly disclaims all warranties, guarantee, and conditions of any kind, whether express or implied, including but not limited to any implied warranties, guarantee and conditions of merchantability, fitness for a particular purpose and non-infringement.
You shall not, without the prior written consent of Riskline, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Subscription Terms.
Riskline may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Subscription Terms.
17. GOVERNING LAW AND JURISDICTION
These Subscription Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Danish law, excluding its conflict of laws rules.
Each party irrevocably agrees that the courts of Denmark shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Subscription Terms.
If you have any questions or comments about these Subscription Terms as outlined above, you can contact us at:
CVR no. 29850631
Phone: +45 70 111 911