Book demo
Legal Stuff

GENERAL TERMS AND CONDITIONS (ARCHIVE)

GENERAL TERMS AND CONDITIONS (ARCHIVE)

LAST MODIFIED: 26.01.2021

1. Introduction

1.1 These terms and conditions (“General Terms”) include both general terms, that apply to all of Learningbank’s products and services and specific terms, that apply to the individual products only. Any additions and/or changes to the terms will be notified to the Custumer via email. Notification shall be given no less than 30 days before the change is put into effect. If the Custumer wishes to object to Learningbank, the Custumer shall state so in writing within fourteen (14) calendar days of receiving the before mentioned notification.

1.2 Unless otherwise provided in the agreement entered into between Learningbank and the Customer (including appendices), these General Terms apply to all products and services purchased by the Customer from Learningbank.

1.3 The Customer must ensure that its employees and other users are aware of and comply with these terms, and that they observe Learningbank’s copyrights.

2. Definitions

2.1 For the purpose of these General Terms, the following definitions apply:

  • 2.1.1 Agreement means the agreement entered into between Learningbank and the Customer for the Customer’s purchase of products and services from Learningbank.
  • 2.1.2 Digital productions & Services means development of material such as production of e-learning modules, videos and consulting services.
  • 2.1.3 Platform means an LMS platform developed by Learningbank.
  • 2.1.4 PNP & Templates means licensed e-learning modules.
  • 2.1.5 Product(s) is a general term covering Digital productions & Services, PNP & Templates and/or the Platform.


General terms

3. Customer’s choice of Products
3.1 It is the Customer’s own responsibility to choose the Products that meet the Customer’s specific needs.
 
4. Terms of payment
4.1 Upon conclusion of the Agreement, Learningbank will send the invoice to the email address specified in the Agreement. The terms of payment are 30 days from the invoice date.
 
4.2 All prices are stated ex VAT.
 
5. Breach and liability
 
5.1 Learningbank and the Customer may terminate the Agreement with immediate effect under the general rules of Danish law in the event of the other Party’s material breach.
 
5.2 The Parties are liable in damages under the general rules of Danish law within the limits of the Agreement and these General Terms.
 
5.3 Learningbank is in no circumstances liable for any direct or indirect loss, including for loss of anticipated earnings or loss of data, or for damage to data or data records, incurred by the Customer as a result of or in connection with the Customer’s use of the Products. Nor is Learningbank liable for any fines. Learningbank is liable for defects in its Products in accordance with the mandatory provisions of the Danish Product Liability Act but excludes all other product liability claims.
 
5.4 If, notwithstanding clause 5.3, Learningbank is ordered to pay damages or compensation to the Customer, then Learningbank’s liability is limited to the amount actually paid by the Customer for use of the Products during the 12 months preceding the date of the Customer’s claim.
 
5.5 Learningbank is not liable for any loss or damage which is attributable to the Customer’s own connection, third party software, system failure, etc. The same applies in relation to the Customer’s IT equipment, other programs, browser, etc.
 
6. Force majeure
 
6.1 Learningbank is not liable to the Customer for any errors or incidental losses caused by circumstances which are beyond Learningbank’s control and which should not have been foreseen by Learningbank on conclusion of the Agreement, including, without limitation, for unpredictable breakdown, delayed delivery or non-delivery, strikes, lockouts, lack of transport facilities, restrictions by public authorities, and similar events.

7. Intellectual property rights
 
7.1 Learningbank retains all rights, including intellectual property rights, in the Products. The Customer must observe Learningbank’s rights, and the Customer assumes unlimited liability for any infringement of such rights, including for any unauthorised disclosure of the Products to third parties. The Customer may not break or change any security code, nor change or remove any proprietary information, trademarks or other similar information on the Products.
 
8. Copies and modifications
 
8.1 The Customer may not copy the Products nor modify, decompile or engage in or allow reverse engineering of the underlying software other than as permitted by mandatory law.

9. Confidentiality and marketing
 
9.1 The Customer must keep the terms of the Agreement confidential.

9.2 Unless otherwise instructed in writing by the Customer, Learningbank may refer to its cooperation with the Customer for general marketing purposes. Thus, Learningbank is entitled to include logotypes etc. on its website, in general presentations and in brochures.

10. Right of transfer and use of subcontractors
 
10.1 Learningbank may transfer (and will thus be released from) its rights and obligations under the Agreement to a third party provided that the transfer does not affect the Customer’s terms.
 
10.2 The Customer may transfer the Agreement or any other rights/obligations arising under the Agreement to a third party only with Learningbank’s prior written consent.
 
10.3 Learningbank may use subcontractors/cooperative partners for the performance of the Agreement.

11. Choice of law and jurisdiction
 
11.1 The Agreement is governed by Danish law.

11.2 Any dispute arising out of the Agreement is to be settled by the Copenhagen City Court as the agreed venue.

Specific terms applying to the Platform

1. Customer’s licence
1.1 Learningbank grants the Customer - on the terms set out in the Agreement - a non-transferable, non-perpetual and non-exclusive right (licence) to use the Platform in the contract period (see clause 8.1).

1.2 The right of use entitles the Customer to use the latest version of the Platform as released at the date of the Agreement. The Customer must accept all updates released by Learningbank.

1.3 If, following a request by the Customer, the Platform is made available on a domain, the Customer irrevocably authorises Learningbank to obtain SSL certificates covering the domain name on which the Platform is available. In that case, the Customer warrants that the Customer holds all rights in the domain name covered by the SSL certificates. The Customer’s authorisation is limited to the term of the Agreement (see clause 8.1). Learningbank is not required to provide the Customer with encryption keys used for SSL implementation purposes.

2. Data processing, etc.

2.1 The Parties’ rights and obligations under the General Data Protection Regulation are set out in the Data Processing Agreement signed at the date hereof.

3. Delivery

3.1 Delivery is deemed to have taken place when the Customer gets access to the Platform.

4. Operating efficiency etc.

4.1 Learningbank guarantees a high uptime but reserves the right to limit or restrict the access to the Platform without notice if deemed necessary for operating and/or security reasons. Learningbank will endeavour to give the Customer reasonable prior notice of such limitation or restriction.

4.2 The Customer has been informed that Learningbank updates and improves the Platform on an ongoing basis. This may involve minor changes in the Customer’s use of the Platform. Learningbank will give the Customer prior notice of any major maintenance window.

4.3 Learningbank's platform is updated and improved on a regular basis and only supports the most recent operating systems, devices and browsers. The Customer may at any time request information from Learningbank as to which operating systems, devices and browsers can be used.


5. Payment and adjustment of prices

5.1 The licence fee is charged before the beginning of a new one-year period.

5.2 The licence fee is based on the number of users/devices stated by the Customer. Learningbank may adjust the licence fee if the number of users/devices increases. The adjustment will take effect (retroactively, if applicable) from the time when the number of additional users/devices justifies an adjustment. The adjusted licence fee will be payable until otherwise agreed, or until Learningbank is entitled to increase the fee again as a result of an additional increase in the number of users/devices.

5.3 Learningbank may adjust the licence fee on 1 January every year to reflect the increase in the net consumer-price index from October in the preceding year until October in the year of adjustment. Regardless of the development in the net consumer-price index, Learningbank is entitled to adjust the licence fee from time to time by 3%. Learningbank may give notice of the annual adjustment when forwarding the invoice.

6. Warranty

6.1 The Customer accepts that the Platform - like any other software - may contain bugs and errors, and that minor errors do not amount to breach of the Agreement, entitling the Customer to claim damages or a proportionate reduction of the price, or to rely on other remedies for breach.

7. Support

7.1 The Customer has access to Learningbank’s Help Centre 24 hours a day, and support staff is available to assist on all weekdays from 9.00 to 17.00 CET.

7.2 As a condition for the right to support, the Customer must always have 1 employee who has been trained as a superuser by Learningbank. It is further a condition that the support question has first been submitted to the Customer’s superuser.

7.3 Support will only be available in relation to questions involving error messages, login problems, etc. The support does not include advice relating to the Customer’s practical use of the Platform.

7.4 If the Customer needs more extensive support than described in clauses 7.1-7.3, the Customer must enter into a separate agreement with Learningbank.

8. Term and termination

8.1 The Agreement is entered into for one-year terms, unless otherwise agreed. The Parties may terminate the Agreement at 3 months’ notice to expire at the end of a one-year period. If the Agreement is not terminated, it will automatically be renewed by another one-year period.

9. Storage of data after termination of the Agreement

9.1 Learningbank will keep a backup copy of the Customer’s data for the first 3 months after termination of the Agreement.

Specific terms applying to PNP & Templates (Licensed e-learning modules)

1. Customer’s licence

1.1 Learningbank retains all rights in the Products and their functions and grants the Customer - on the terms set out in the Agreement - a non-transferable, non-perpetual and non-exclusive right (licence) to use the Product in the contract period (see clause 6).

1.2 Learningbank has no right in material/content delivered by the Customer or in the Customer’s intellectual property.

1.3 The right of use entitles the Customer to use the latest version of the Product as released at the date of the Agreement.

2. Delivery

2.1 Delivery is deemed to have taken place when Learningbank has sent the Customer a Launch Mail, or when the Customer starts using the Product at the latest.

3. Customer’s duty of inspection

3.1 The Customer must inspect the Product without undue delay and no later than 10 working days after the date of delivery. The Customer must immediately notify Learningbank of any errors or defects established in connection with the inspection. If the Customer fails to inspect the Product as prescribed or fails to complain within the time stipulated, the Customer will not be entitled to have any errors or defects remedied free of charge.

3.2 Errors and defects will be remedied at Learningbank’s choice.

4. Modifications, updates and support

4.1 Learningbank’s Products are developed to run in the latest browsers, but modifications in third party standard software/browsers may result in minor changes in the Customer’s use of the Product.

4.2 Products developed in Articulate support the formats Tin Can API, SCORM 2004, SCORM 1.2 and AICC (all versions). The Customer is responsible for ensuring that the Product can run on the Customer’s platform and has been encouraged to check this before signing the Agreement.

4.3 The Customer has access to Learningbank’s Help Centre 24 hours a day, and support staff is available to assist on all weekdays from 9.00 to 17.00 CET.

4.4 Support will only be available in relation to questions involving error messages e.g. in connection with the use of browsers. The support does not include advice relating to the Customer’s practical use of the Product.

4.5 If the Customer needs more extensive support than described in clauses 4.2-4.4, the Customer must enter into a separate agreement with Learningbank.

5. Warranty

5.1 The Customer accepts that the Products - like any other software - may contain bugs and errors, and that minor errors do not amount to breach of the Agreement, entitling the Customer to claim damages or a proportionate reduction of the price, or to rely on other remedies for breach.

6 Payment and adjustment of prices

6.1 The licence fee is charged before the beginning of a new one-year period.

6.2 The licence fee is based on the number of users/devices stated by the Customer. Learningbank may adjust the licence fee if the number of users/devices increases. The adjustment will take effect (retroactively, if applicable) from the time when the number of additional users/devices justifies an adjustment. The adjusted licence fee will be payable until otherwise agreed, or until Learningbank is entitled to increase the fee again as a result of an additional increase in the number of users/devices.

6.3 Learningbank may adjust the licence fee on 1 January every year to reflect the increase in the net consumer-price index from October in the preceding year until October in the year of adjustment. Regardless of the development in the net consumer-price index, Learningbank is entitled to adjust the licence fee from time to time by 3%. Learningbank may give notice of the annual adjustment when forwarding the invoice.

7. Term and termination

7.1 The Agreement is entered into for one-year terms, unless otherwise agreed. The Parties may terminate the Agreement at 3 months’ notice to expire at the end of a one-year period. If the Agreement is not terminated, it will automatically be renewed by another one-year period.

Specific terms applying to Digital productions & Services

1. Description of the Digital productions & Services

1.1 The Digital productions & Services covered by the Agreement are specified in the Agreement.

2. Delivery

2.1 The time of delivery is stated in the Agreement.

2.2 Delivery is deemed to have taken place when Learningbank has sent the Customer a Launch Mail, or when the Customer starts using the Digital productions and/or after delivery of the agreed Services at the latest.

2.3 Learningbank is entitled to postpone delivery of the Digital productions and/or Services if (i) the postponement does not cause significant inconvenience to the Customer or (ii) punctual delivery is directly or indirectly prevented by the Customer’s circumstances. Any exercise of this right by Learningbank will not postpone the Customer’s payment obligation.

3. Invoicing

3.1 Invoicing of the agreed price takes place as specified in the Agreement.

3.2 Travel & expenses: Learniingbank is herby autorized to incur, with prior notice to the Custumer, notice to you, reasonable travel expenses when appropriate in performing your instructions. You agree to reimburse these in addition to the subscription and/or service fee. Reasonable travel expenses vary to reflect the different standards applied to business travel in various parts in Demark, the Nordics and around the world. For illustrative purposes, they include economy class flights, accommodation and incidental costs within a hotel, meals while traveling on your behalf, rail travel and taxis, car-rental, car-hire, bridge or fuel costs as appropriate. Where appropriate to the circumstances, Learningbank reserves the right to vary the class of travel to meet a reasonable business need.

4. Customer’s duty of inspection and remedy of defects

4.1 The Customer must inspect the Product without undue delay and no later than 10 working days after the date of delivery. The Customer must immediately notify Learningbank of any errors or defects established in connection with the inspection. If the Customer fails to inspect the Product as prescribed or fails to complain within the time stipulated, the Customer will not be entitled to have any errors or defects remedied free of charge.

4.2 Errors and defects will be remedied/corrected at Learningbank’s option.

5. Rights in Digital productions and in material provided by the Customer

5.1 The Customer retains all rights in the final Digital productions developed specifically for the Customer.

5.2 However, the Customer’s rights are without prejudice to Learningbank’s right to use the knowhow gained in connection with the development of the Digital production. Learningbank is further entitled to refer to the content of the Digital production for marketing purposes - without mentioning the Customer’s name.

5.3 After delivery, the Customer may request to receive the illustrations, pictures, etc. used in connection with the Digital production. This right for the Customer does not extend to source code and storyline files.

6. Warranty
6.1 The Customer accepts that Digital productions & Services - like any other software made available online - may contain bugs and errors, and that minor defects do not amount to breach of the Agreement, entitling the Customer to claim damages or a proportionate reduction of the price, or to rely on other remedies for breach.

7. Updates and support

7.1 Modifications in third party standard software/browsers may result in minor changes in the Customer’s use of the Product without the Customer being entitled to remedy free of charge.

7.2 Products developed in Articulate support the formats Tin Can API, SCORM 2004, SCORM 1.2 and AICC (all versions). The Customer is responsible for ensuring that the Product can run on the Customer’s platform and has been encouraged to check this before signing the Agreement.

7.3 If the Customer needs support or a service agreement for remedial action and/or current updates, the Customer must enter into a separate agreement with Learningbank.