Terms of Service

1. APPLICABILITY

1.1 – These Terms of Service shall apply to all Services (as specified in the Service Agreement, any issued invoice or other relevant agreement) performed and delivered by Idura.

1.2 – The Terms of Service shall apply in addition to any specific terms and conditions (“Service Specific Terms and Conditions”) applicable in relation to the Services delivered under the Agreement – for example, mitID or FTN terms and conditions.

2. THE SERVICES

2.1 – The Services provided under the Agreement integrate a range of independent eID service providers which are not included in the Services provided by Idura. Such eID service providers are not covered by these terms even if such services are invoiced through the intermediary of Idura. Idura collects and processes End User Data but has no contractual relationship with the Customer’s end users whose data it processes.

2.2 – The features and functionality of the Services available to the Customer will be based on the subscription packages chosen by the Customer in accordance with the Service Agreement. Any new features that augment or enhance the current Services, including the Application Programming Interfaces ("APIs") and/or the subscription packages, including the release of new tools and resources, shall be subject to the Agreement.

2.3 – Idura may, from time to time, introduce changes to its APIs and Services. This may require the Customer and/or end users to modify their use of Idura-provided APIs and/or install software updates provided by Idura or third parties to continue accessing the Services (“Breaking Changes”). In the event of Breaking Changes, Idura shall provide at least twelve (12) months prior written notice to the Customer to allow the Customer to update its API usage and/or install software updates. Notwithstanding the foregoing, Idura may at any time introduce changes to the Services, including modifications to service level agreements, provided that such changes do not materially alter the nature or scope of the Services.

3. REGISTRATION

3.1 – To use the Services, the Customer will need to register as a user (a “Registered User”) by creating an account through the dashboard made available by Idura. During the registration process, the Customer shall provide either:

1. a valid email address and password; or
2. valid credentials to authenticate with a third-party federated identity provider with which the Customer has an established account (e.g., GitHub, Google, or Microsoft). The third-party federated identity provider will, with the Customer’s permission, provide Idura with a verified email address associated with the Customer’s account.

3.2 – The Customer shall provide a unique identifier for its account domain. In addition, the Customer may, through the dashboard accessible upon login to the Customer's account at the designated URL, invite individuals authorized by the Customer to use the Services ("Authorized Users").

3.3 – The Customer shall be responsible to Idura for any and all acts or omissions of the Authorized Users and shall indemnify and hold Idura harmless against any loss, cost, or damage finally awarded by a competent court or authority. The Customer represents and warrants that all registration information provided by the Customer and by Authorized Users is truthful and accurate and that the Customer shall maintain and preserve the accuracy of such information.

3.4 – The Customer is solely responsible for maintaining the confidentiality of its user accounts, including those of Authorized Users and end users, as well as for any use or misuse thereof. The Customer shall promptly inform Idura of any need to deactivate any Authorized User.

4. DURATION

4.1 – The Services shall be provided to the Customer during the applicable Subscription Period as stipulated in an invoice or in the Service Agreement, subject to Idura’s applicable pricing at the time of delivery of the Services (the "Fees”).

4.2 – Unless otherwise set out in the Service Agreement, when the Customer signs up to use the Services, the Customer agrees that the Subscription Period will automatically renew on a monthly or annual basis (or such other renewal period as agreed upon in an invoice or the Agreement) until termination pursuant to these applicable agreement.

4.3 – If the Service Agreement, invoice or other relevant agreement does not contain terms on duration and termination, the agreement may be terminated by either party with 6 months' notice to the end of a month.

5. SUBCONTRACTORS

5.1 As part of providing the Services, Idura uses three types of Subcontractors:

• Suppliers of public cloud services such as Microsoft and AWS and/or of standard software (“Standard Providers”).
• eID providers who issue and manage digital identities, parts of authentication and digital trust infrastructure (“eID Providers”).
• Consultants engaged on an ad hoc basis as part of the provision of Services (“Consultants”)

5.2 – Idura shall remain liable towards the Customer for any acts or omissions by its Consultants.

5.3 – Idura assumes no liability towards the Customer for any deliveries provided by the Standard or eID Providers.

5.4 – Unless required by applicable law, Idura is not required to obtain the prior written approval from the Customer before engaging a new Subcontractor.

6. FEES

6.1 – Idura may engage a third-party service provider ("Third Party”) to process payments made by the Customer in connection with the Services. The Customer warrants and represents that it is the lawful owner or authorized user of any credit card or other payment method provided to such Third Party and that all payment information provided is accurate and complete.

6.2 – Idura may at any time adjust the Fees or introduce new or additional fees, provided that any such adjustment shall take effect upon the expiry of the same notice period as required for the Customer to terminate the Services pursuant to the Agreement, or in any event with effect from the commencement of a new Subscription Period.

6.3 – Unless otherwise stated in an invoice or the Service Agreement, the Fees shall be automatically adjusted upon each renewal of the Subscription Period to reflect the applicable pricing in effect at the time of such renewal.

7. INVOICING AND PAYMENT

7.1 – Unless otherwise deviated from in writing between the parties, the following payment terms shall apply:

7.1.1 – If the Customer wishes to object to an invoice, this must be done within 10 days of receipt of the invoice.

7.1.2 – The Customer shall pay the invoiced amounts no later than 14 days after the date of invoice.

7.1.3 – In the event of late payment by the Customer, Idura may charge interest on the default amount in accordance with the Danish Interest Act.

7.1.4 – If default in payment by the Customer occurs, Idura is entitled to close the Customer's access to the Services with immediate effect. If the Customer subsequently pays the full amount, including default interest, Idura is obligated to reopen the Customer's access to the Services as soon as possible.

8. USE OF PERSONAL DATA

The provision of the Services may involve the transmission of personally identifiable information to Idura (“Personal Data”). For the processing of Personal Data under this Agreement, both the Customer and Idura shall be considered independent data controllers in accordance with applicable data protection laws and regulations, unless otherwise agreed in writing. Idura’s policies concerning the collection and use of Personal Data are set forth in Idura’s Data Protection Policy, available at https://Idura.com/legal/privacy/.

9. LICENSE AND RESTRICTIONS ON USE

9.1 – Idura hereby grants the Customer and Authorized Users, only during the applicable Subscription Period, a limited, non-exclusive, worldwide and non-transferable license to use the Services.

9.2 – The Customer warrants that it, or any of it Authorized Users or third parties, will not use the Services to:

1. 1. 1. 1. reverse engineer, decompile, disassemble or otherwise attempt to discern the source code or interface protocols of the Services;
         2. delete, modify or adapt the Services (unless as necessary for the performance of the Services in accordance with the Agreement and these Terms of Service);
         3. remove or modify any proprietary marking or restrictive legends placed on the Idura Management interface/UI;
         4. use the Services in violation of any applicable laws or for any purpose not specifically permitted in these Terms of Service;
         5. introduce into the Services any software, virus, worm, “back door,” trojan horse, or similarly harmful code. The Customer is allowed to monitor the usage of the Services (e.g. counting the volume usage of the Services);
         6. upload, post, email, transmit or otherwise make available any content that infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
         7. abuse or send excessively frequent requests to the Services. Requests are generally considered excessively frequent when the substantial volume is not driven by end-user interaction or when the volume is more than an order of magnitude above the subscribed or otherwise agreed-on volume.

9.3 – In addition, the Customer may access the Services for purposes of penetration testing according to the rules set out in Idura’s Information Security and Compliance Schedule.

10. INTELLECTUAL PROPERTY

10.1 –  Subject to any third-party rights, Idura owns and retains all intellectual property rights in and to the Services, including without limitation copyrights, designs, visual interfaces, interactive features, graphics, compilation, computer code, software, and all other elements and components of the Services. No ownership of the Services or any intellectual property rights therein shall be transferred to the Customer, excluding Customer Content (as defined below).

10.2 – Except as expressly and unambiguously provided in these Terms of Service, Idura does not grant any express or implied rights, and all rights in and to the Services and intellectual property rights are retained by Idura (and/or Idura’s third-party service providers).

10.3 – As between the Customer and Idura (and Idura’s third-party service providers), the Customer warrants that it has the right to process data on behalf of its end users and to submit or transmit any other content to, through, or in connection with the Customer’s use of the Services (“Customer Content”).

10.4 – The Customer retains ownership of its Customer Content. The Customer hereby grants Idura a non-exclusive, royalty-free, sub-licensable, and transferable licence to use the Customer Content solely to the extent necessary for Idura to provide the Services.

11. CONFIDENTIALITY

11.1 – Except as otherwise agreed, each party agrees that it will keep all information including, without limitation, the terms and conditions of the agreement, business and financial information, customer and vendor lists and pricing and sales information of such other party strictly confidential and secret.

11.2 – Neither party will utilize, directly or indirectly, Confidential Information for its own business purposes or for any other purpose.

11.3 – As used herein "Confidential Information" shall not include information that

1. 1. 1. 1. is already known to the party receiving such information (“Receiving Party”) at the time such information is obtained from the party disclosing such information (“Disclosing Party”),
         2. is or becomes generally available to the public other than as a result of a disclosure directly or indirectly by the Receiving Party in violation of this Agreement;
         3. is or becomes available to the Receiving Party on a non-confidential basis from a source, other than Disclosing Party, which to Receiving Party’s knowledge is not prohibited from disclosing such information by a contractual, legal or fiduciary obligation; or
         4. has been independently developed by Receiving Party without violating any of Receiving Party’s obligations under this Agreement.

12. MARKETING

Idura is entitled to mention the Customer in its marketing material, both in writing and by use of the Customer’s logo.

13. LIABILITY AND LIMITATIONS

13.1 – The Customer acknowledges and agrees that Idura provides authentication and digital signature solutions through the integration of electronic identities from independent eID Providers. Consequently, Idura shall not be liable or responsible for any interruptions, breakdowns, or other discontinuity in the Services caused by the eID Providers.

13.2 – Further, in relation to Idura’s use of Standard Providers, Idura shall not be responsible in the event of interruptions or breakdowns in the Services caused by Standard Providers, and Idura shall accordingly be released from its obligations under the Agreement to the extent affected by such interruptions or breakdowns.

13.3 – In the event of defects or deficiencies in the Standard Providers or services provided by the eID Providers, Idura shall report these to the third party concerned and follow them up. Idura shall have no further liability in this respect. The Customer may therefore not assert remedies for breach of contract against Idura as a result of defects or deficiencies in the Standard Providers or services provided by the eID Providers.

13.4 – In no event shall any party be liable for special, indirect, punitive, exemplary, or consequential damages, including without limitation lost profits, data, revenues or savings, arising out of or relating to the Services, the Agreement or under these Terms of Service, even if such party has been advised of the possibility of such damages in advance.

13.5 – In no event shall the total cumulative liability of Idura or of the Customer for any loss, including direct damages arising under the Agreement or relating thereto, exceed (i) the total fees paid by the Customer during the twelve (12) months immediately preceding such claim or (ii) the amount of one million euro (1,000,000 EUR), whichever of both amounts is the lowest.

14. INDEMNIFICATION

14.1 – Idura warrants that the Services, excluding Customer Content, do not infringe any intellectual property rights of any third party. Idura shall indemnify and hold the Customer harmless from any claims from third parties made on the basis that the Services infringe on the intellectual property rights of a third party.

14.2 – The indemnification commitment above is conditioned upon the Customer: (i) providing Idura with prompt written notice of the claim, (ii) giving Idura sole control of the defence to the claim including settlement negotiations if any; and (iii) providing reasonable cooperation in the defence against the claim (at Idura’s cost).

15. AUDIT AND INSPECTIONS

Audits are governed by Idura’s Information Security and Compliance Schedule.

16. ANTI-BRIBERY

Parties shall comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption.

17. FORCE MAJEURE

17.1 – Idura shall not be liable for matters beyond the control of the parties, including but not limited to the consequences of disruption of normal business, interruption or failure of energy supply, pro-longed illness of key personnel, IT virus attacks, pandemics and the occurrence of force majeure by subcontractors.

17.2 –  If force majeure occurs, Idura shall notify the Customer as soon as possible that a force majeure situation has occurred and both parties may request renegotiation. If the force majeure condition has lasted for more than 60 days, either party may terminate the agreement without further notice.

18. ASSIGNMENT

The Customer shall not, without the prior written consent of Idura, assign or transfer the Agreement or any of its rights under the Agreement to any other person, firm, or company.

19. MISCELLANOUS

19.1 – If any part of these Terms of Service is held to be invalid or unenforceable, then such part shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of these Terms of Service shall remain in full force and effect.

19.2 – Clauses 8, 9, and 10 ("Intellectual Property", "Indemnification", and "Limitation of Liability", respectively) shall survive the termination of these Terms of Service.

19.3 – No waiver shall be effective unless in writing and duly signed by both parties. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms of Service.

20. DISPUTE RESOLUTION

20.1 – Unless deviated from in the Service Agreement, the validity, interpretation, and performance of these Terms of Service shall be controlled by and construed under the laws of Denmark. The United Nations Convention on the International Sale of Goods shall not apply.

20.2 – Disputes, which cannot be amicably resolved by the parties through negotiations, shall be finally settled by arbitration administered by the Danish Institute of Arbitration in accordance with the Rules of Arbitration adopted by the Board of the Danish Institute of Arbitration and in force at the time when such proceedings are commenced.

20.3 – The place of arbitration shall be Copenhagen, and the language of the arbitration proceedings shall be in Danish except that documents may be produced in English and witnesses questioned in English.