Updated: July 1, 2021
Corpay One offers a SaaS platform that helps businesses with streamlining their expense management, payment of invoices and expense reimbursement receipts. By subscribing or registering to the Platform and/or by using the Platform, the User accepts and agrees with these Corpay One Terms of Service - Denmark.
In these Terms of Service unless the context otherwise requires:
“Account” means an account enabling a User to access and use the Hosted Services;
“Advisor” –where applicable- means a person or company that has registered to the Platform as an Advisor and uses the Platform on behalf of another Organization;
“Agreement” means the agreement between Provider and User regarding the use of the Platform and the Hosted Services incorporating these Terms;
“Bank Connect” means an application programming interface (API) solution used by a majority of Danish banks (outside of the scope of the EU Payment Services Directive EU 2015/2366) that enables the exchange of payment initiation requests and bank transaction data directly between a business’ financial system and its financial institution and that can be used for automatic payment from the business’ financial system;
“Business Day” means any weekday (Monday to Friday) other than a public holiday in Denmark;
“Business Hours” means the hours of 09:00 to 17:00 CET on a Business Day;
“Charges” means the monthly subscription fee for subscribing to the Platform and/or the amount that is charged by Provider per processed Document;
“Data Controller” has the meaning given to it in the Data Protection Laws applicable in Denmark;
“Data Processor” has the meaning given to it in the Data Protection Laws applicable in Denmark;
“Data Proocessing Agreement” has the meaning given to it in the Data Protection Laws applicable in Denmark;
"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to User Personal Data, the EU General Data Protection Regulation 2016/679;
“Document” means any bill, receipt, account statement or credit note that is processed by Provider as part of the Hosted Services;
“Effective Date” means the date on which changes made by Provider to these Terms will become effective;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Hosted Services” means any service provided by Provider to the User through the Platform (including its webbased mobile App) as a service via the internet in accordance with these Terms;
“Intellectual Property Rights” means all the interests and rights of any nature whatsoever in any intellectual property, whether such rights and interests exist at the time of subscription to or first use of the Hosted Services or come into existence afterwards, including without limitation, copyright (including copyright in software) database rights, designs, inventions, know-how, confidential information and any application for and registrations of them and the right to apply for any form of protection for any of these things and rights in every part of the world;
“License” means the non-exclusie, non-transferable right of the User to use the Hosted Services and access the Platform;
“Organization” –where applicable- means the customer of Advisor that has registered directly on the Platform or that has been added to the Platform by Advisor;
“Parties” means Provider and User;
“Personal Data” has the meaning given to it in the Data Protection Laws applicable in Denmark;
“Platform” means the platform managed by Provider and used by Provider to provide the Hosted Services;
“Provider” means Corpay One ApS, registered at the Danish CVR under number 37231525 and having its registered address at Bygmestervej 5, st. th, 2400 Copenhagen NV, owned by its parent company Corpay One, Inc. registered in Delaware, USA.
“Sub-processor” means a party that processes User Personal Data on behalf of Provider;
“Term” means the term of the Agreement starting from the moment that the User subscribes to the Hosted Services or from the moment of registration on the Platform until the termination date in accordance with Clauses 10.1 and 10.2;
“Terms” means these Corpay One Terms of Service – Denmark;
“Third-Party Solutions” means any software program(s) used in or incorporated into the the Hosted Services which is not owned by Provider;
“Trial Subscription” means the free subscription to the Platform that can be used for a limited time period to try out the Hosted Services;
"Update" means a hotfix, patch or minor version update to any Platform software;
"Upgrade" means a major version upgrade of any Platform software;
“User” means a business or another type of organization that has subscribed to the Platform on the basis of a subscription plan or an Advisor and the Organization it represents;
"User Personal Data” means any Personal Data that is processed by Provider on behalf of a User, in relation to this Agreement, but excluding data with respect to which Provider is a Data Controller;
2.1. These Terms apply to all Hosted Services that are delivered by Provider to Users in Denmark. By subscribing to and/or using the Hosted Services, User agrees to these Terms. These Terms constitute a contractual Agreement regarding the use of the Hosted Services covered by these Terms.
2.2. Where an Advisor uses the Platform and the Hosted Services on behalf of another Organization, it represents and warrants that it (1) is duly authorized and empowered by and for that Organization to agree to these Terms and accept these Terms on behalf of the Organization, and (2) does accept these Terms on behalf of the Organization; unless the Organization has a separate agreement with Provider. Advisor also represents and warrants that it is duly authorized and empowered to use the Platform and Hosted Services on behalf of the Organization.
2.3. User agrees and consents to receive electronically all communications, agreements, documents, notices and disclosures that Provider provides in connection with the Hosted Services. These communications will be provided by email at the primary email address provided by User or which may be listed in User’s Account or (where appropriate) by posting them on Provider’s website or clearly visible within the User environment of the Platform.
2.4. Provider reserves the right to unilaterally change these Terms from time to time. Any changes will become effective within one (1) month after publication of the changed Terms on Provider’s website, and apply to all access and use of the Hosted Services thereafter. Changes will not apply retroactively and will become effective no sooner than on the Effective Date, unless such changes are a result of changes in mandatory law in which case they may apply sooner. Continued use of the Hosted Services after the Effective Date constitutes acceptance of the changes to the Terms. If User does not accept the changes to the Terms, User must stop using the Hosted Services or cancel its subscription before the Effective Date.
2.5. Any individual deviations from these Terms requested by or negotiated with User must be agreed upon in writing and signed by a duly authorized representative of Provider.
2.6. If any provision in these Terms is or becomes invalid or unenforceable under applicable law, Provider shall be entitled to amend that provision to accomplish its objectives. The remaining provisions will continue in full force and effect.
3.1. Provider offers Users to use its Platform for efficient bill payment, creditor and receipt management subject to the Terms. In order to subscribe or register to the Platform the User must provide his/her e-mail address, mobile phone number and proof of identification so that these can be verified by Provider. Unless Single Sign On is utlizied, the User will also be asked to provide a self-chosen password that must be used to access the Account that will be created by Provider. It is the responsibility of the User to keep any password to the Platform personal and secret.
3.2. Subject to these Terms, the User will upon registration be granted a non-exclusive, non-transferable right to use the Hosted Services and access the Platform. The License may only be used by the officers, employees, agents and subcontractors of the User.
3.3. Except to the extent expressly permitted in these Terms or required by law on a non-excludable basis, the License granted by Provider to the User under Clause 3.2 is subject to the following prohibitions:
(a) User may not transfer, assign or sub-license its right to the License (except use facilitated by the Advisor subject to the acceptance of the Terms as described under Clause 2.2);
(b) User may not permit any unauthorised person to access or use the Hosted Services or the Platform;
(c) User may not use the License to provide services to third parties, unless the user has registered to the Platform as an Advisor;
(d) User may not republish or redistribute any content or material from the Hosted Services or Platform. Advisor acting on its own behalf may only do so to the extent this is reasonably necessary to provide its services to its customer;
(e) User may not make any alteration to the Platform;
(f) User may not conduct or request that any person conducts any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of Provider; and
(g) User may not decompile, disassemble, reverse engineer, or otherwise reproduce the Hosted Services or the Platform, except as otherwise expressly permitted by applicable law. User may not duplicate, alter, modify, rent, lease, resell, assign, loan, distribute in whole or in part, or make any derivative works based on the Hosted Services or the Platform.
4.1. A Trial Subscription entitles the User free access to use the Platform for a limited time period. Upon expiry of the Trial Subscription, User will be required to purchase one of Provider’s offered subscription plans that can be found here in order to continue using the Platform. Use of the Platform during the Trial Subscription is subject to the rights and restrictions set out in these Terms (see also Clause 3).
4.2. Under a (Trial) Subscription it is also possible to try out a demo version of the Platform by switching from the Platform’s ‘live’ environment to the ‘demo’ environment. This will provide access to testing all features of the Platform. Documents uploaded to the demo environment will not be analysed. All Document data used within the demo environment is randomly generated for test purposes. No actual payments can be made through the demo version and this includes invoice and subscription payments.
1) register a payment card(s) and/or
2) connect bank account(s), which comprises of either
5.1. Provider shall implement appropriate technical and organizational security measures to ensure confidentiality, integrity and availability of the Platform and the Hosted services.
5.2. Provider strives for the highest possible operational stability, but is not responsible for breakdowns or operational disruptions beyond Provider’s control.
5.3. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement:
(a) Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the User's computer systems or networks;
(d) any breach by the User of this Agreement; or
(e) scheduled maintenance carried out in accordance with these Terms.
5.4. Maintenance, including but not limited to Upgrades and Updates, of the Platform performed by Provider will as much as possible be executed outside regular Business Hours to limit the impact on the use of the Platform as much as possible. Provider shall where practicable give to the User prior written notice (either by clearly visible post on the Platform or by e-mail) of scheduled maintenance services that are likely to affect the availability of the Platform and/or Hosted Services or are likely to have a material negative impact hereon.
5.5. Provider is not responsible for Third-Party Solutions. Provider cannot be held responsible for the accuracy, completeness, quality and reliability of the information nor the results obtained through these Third-Party Solutions, nor for the availability, security or functionality of the Third-Party Solutions, including for possible damages and / or losses caused.
5.6. Provider cannot be held responsible for the business relationship between the User and its creditors and suppliers and does not take responsibility for bills paid late due to any issues with the Platform.
6.1. In order to allow Provider to execute payment orders on its behalf the User must either
1) register a payment card(s) and/or
2) connect bank account(s), which comprises of either:
(a) Nordea’s Corporate Access Lite solution;
(b) Danske Bank’s third party mandate; or
(c) Bank Connect,(where the User entrusts the Provider with a certificate containing a private and public key, that allows the Provider to initiate payments via SOAP protocol).
Nordea’s Corporate Access Lite and Danske Bank’s third party mandate allow Provider to access and initiate payments from an account on behalf of the User. The User can/may have either one or several combinations of above mentioned solutions.
6.2. User shall implement appropriate security measures relating to administrator Account access details and ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
6.3. User shall comply with all applicable laws and regulations with respect to its activities under this Agreement.
6.4. User must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
6.5. User must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful to Provider or its reputation, or that of other Users; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
7.1. Users that subscribe to the Platform pay a fixed monthly fee based on the selected subscription plan. If the included maximum number of Documents is exceeded, this User must either upgrade its subscription plan or continue to add Documents for a fixed price per document depending on their subscription plan. The additional amount charged is dependent on the number and type of Documents. Details of the various subscription plans can be found here.
7.2. The subscription fee will be charged monthly in advance. If there are additional charges due to exceeding the maximum number of Documents at month end, Provider will invoice these monthly in arrears.
7.3. Where an Advisor uses the Platform, the due amount for the Hosted Services is calculated on a price per Document basis (pay as you go) and on the volume-based prices that are agreed between Provider and the Advisor and dependant on which modules are selected and activated during processing of the individual Document. Pursuant to the choice of the Advisor, Provider invoices either the Advisor or the Organization on whose behalf it has used the Hosted Services. Invoices are sent monthly in arrears and based on the number of Documents at the end of the previous month. The Advisor shall at all times be liable for payment of due invoices to Provider.
7.4. If payments are made through the Platform with a debit card, fees will be charged by the payment redeemer. This fee will be specified in connection with any payment made by debit card. If payment instead is made through a connected bank account the involved bank may also charge a fee for each payment. The bank may also induce a fee on User for connecting a bank account to the Platform which will be specified when requesting the connection of the bank account to the Platform.
7.5. By default invoices of Provider are collected on the day of issuance by charging the credit card that User has connected to the Platform. Where a different payment method is accepted by Provider a standard payment term of seven (7) days applies.
7.6. Provider may suspend the provision of the Hosted Services if any amount due to be paid by the User to Provider under this Agreement is overdue, and Provider has given to the User at least 7 days written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
7.7. In case of payment of invoices after their due date Provider is entitled to charge an annual interest calculated as the Danish National Bank’s discount rate plus 10% calculated from the due date until the date on which the late payment has been received by Provider.
8.1. The Platform and Hosting Services are provided to User on an “as is” basis. Except as expressly and specifically provided for in the Agreement, the User assumes sole responsibility for results obtained from the use of the Hosting Services and the Platform, and for conclusions drawn from such use. Provider shall have no liability for any damage caused by errors or omissions in any information, instructions or Documents provided by User via the Platform.
8.2. The general principles of tort under Danish laws apply to the Agreement. Provider shall not be liable for any indirect claims and/or losses or tort, including loss of profits, loss of business, depletion of goodwill and/or similar losses or loss of data or information, pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in relation to the Terms and use of the Hosted Services and the Platform.
8.3. Regardless of the type of loss or the liability basis Provider’s total liability is limited in amount to the total of fees paid by User to Provider over the twelve (12) calendar months previous to the event or chain of events that led to this liability.
8.4. The liability limitation under Clause 8.1 does not apply when the damage is caused by gross negligence or willful misconduct on the side of Provider, or where this limitation of liability is not permitted under applicable law.
8.5. Any claim that the User may have arising out of the Agreement shall expire twelve (12) months after the point in time that User has, or reasonably should have, become familiar with the circumstance(s) on which the claim is based.
9.1. Provider and User shall each comply with the Data Protection Laws with respect to the processing of all Personal Data.
9.2. User warrants to Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to Provider under or in connection with the Agreement.
9.4. Provider and User agree that the User is the Data Controller in relation to any User Personal Data that User collects in the Platform as part of its business operations or otherwise. Where Provider processes User Personal Data on behalf of the User this processing shall be subject to Clauses 9.5 to 9.17 and Annex 1 (Data Processing Information) which collectively constitute the Data Processing Agreement between User and Provider.
9.5. User shall only supply to Provider, and Provider shall only process, in each case under or in relation to this Agreement, the Personal Data of data subjects falling within the categories specified in Part 1 of Annex 1 and of the types specified in Part 2 of Annex 1; and Provider shall only process User Personal Data for the purposes specified in Part 3 of Annex 1.
9.6. Provider shall only process User Personal Data during the Term and for not more than 24 months following the end of the Term, subject to the other provisions of this Clause 9. Provider shall at all times be allowed to retain anonymised User data for data analysis and statistics.
9.7. Provider shall only process User Personal Data on the documented instructions of User. The Parties agree that these Terms set out User’s complete and final instructions to Provider in relation to the processing of User Personal Data and that processing outside the scope of these instructions (if any) shall require prior written agreement between the Parties.
9.8. User agrees that Provider may engage Sub-processors to process Personal Data on User's behalf. Upon request of the User Provider shall send User a list of the Sub-processors currently engaged by Provider which User agrees with by accepting these Terms. Provider shall notify User if it adds or removes Sub-processors at least ninety (90) days prior to any such changes and thereby give the Data Controller the opportunity to object to such changes. If the Data Controller has objections to the changes, the Data Controller must notify the Data Processor within thirty (30) days of receipt of the notification. The Data Controller can only object if the Data Controller has reasonable, concrete reasons for this. Provider shall enter into a written agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for User Personal Data as those in Clauses 9.5 to 9.17, to the extent applicable to the nature of the service provided by such Sub-processor; and (ii) remain responsible for such Sub-processor’s compliance with the obligations of these Clauses and for any acts or omissions of such Sub-processor that cause Provider to breach any of its obligations under this paragraph.
9.9. User agrees that Provider and its Sub-processors may transfer User Personal Data to one or more countries outside the EU and/or the European Economic Area (EEA), in the course of providing the Hosted Services. Transfers must always take place in accordance with the Data Protection Laws. Parties shall, unless agreed otherwise, rely on EU approved Standard Contractual Clauses (SCC’s) for the transfer of User Personal Data.
9.10. Provider shall ensure that persons authorised to process User Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
9.11. Provider shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks related to the processing of Personal Data under the Agreement.
9.12. Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist User with the fulfilment of User's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
9.13. Provider shall assist User in ensuring compliance with the obligations relating to the security of processing of User Personal Data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. Provider shall report any Personal Data breach relating to User Personal Data to User without undue delay following Provider becoming aware of the breach. Provider may charge User for any work performed by Provider at the request of User pursuant to this Clause 9.13.
9.14. Provider shall make available to User all information necessary to demonstrate the compliance of Provider with its obligations under this Clause 9 and the Data Protection Laws.
9.15. Provider shall, at the choice of User, delete or return all User Personal Data to User after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant User Personal Data.
9.16. Provider shall allow for and contribute to audits, including inspections, conducted by User or another auditor mandated by User in respect of the compliance of Provider's processing of User Personal Data with the Data Protection Laws and this Clause 9. Provider may charge User at its standard time-based charging rates for any work performed by Provider at the request of User pursuant to this Clause 9.16.
9.17.If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the Parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.
10.1. A subscribed User may terminate the Agreement by cancelling its subscription to the Platform in which case a 30 days notice period applies. An Organization that has registered to the Platform without a subscription plan may terminate the Agreement at any time by sending an e-mail to firstname.lastname@example.org.
10.2. An Advisor may terminate the Agreement by sending a notification e-mail to email@example.com or to the designated account manager while observing a 90 days notice period. If Advisor acts on behalf of an Organization that wishes to continue to use the Platform and the Hosted Services, that Organization needs to subscribe to the Platform directly.
10.3. Provider and User may terminate the Agreement immediately by giving written notice of termination to the other Party if the other Party commits a material breach of this Agreement, or the other party:
(a) is dissolved;
(b) ceases to conduct all (or substantially all) of its business;
(c) is or becomes unable to pay its debts as they fall due;
(d) is or becomes insolvent or is declared insolvent.
10.4 On termination of the Agreement, all licences granted by Provider under these Terms shall terminate also.
11.1. In case a User experiences any issue or has a complaint in relation to the Hosted Services or the Platform it shall send an email to firstname.lastname@example.org, use the chat functionality on Provider’s website to send a message to Provider or -if applicable- contact the designated account manager. An Organization that is not directly subscribed to the Platform should primarily contact its Advisor before directly engaging with Provider.
11.2. Provider shall use its best endeavours to address issues and complaints timely and in an appropriate manner and inform User accordingly.
12.1. User acknowledges and agrees that Provider and/or its licensors own all intellectual property rights pertaining to the Hosted Services and Platform. Except as expressly stated herein, the Terms do not grant the User any rights to, under or in, any intellectual property rights, including but not limited to copyrights, data base rights, patents, trade secrets, trade marks, trade names or otherwise (whether registered or unregistered), or any other rights or licenses in respect of the Hosted Services and/or the Platform. Nothing under these Terms shall operate to assign or transfer any Intellectual Property Rights from Provider to User, or from User to Provider, except as may be strictly necessary for the purpose of the License and Provider’s provision of the Hosted Services.
13.1. The Agreement shall be governed by and construed in accordance with Danish law, except for its rules pertaining to conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
13.1. Any dispute that could not be resolved amicably must be brought before the City court in Copenhagen.
14.1. Any provision that is reasonably necessary to accomplish or enforce the purpose of these Terms shall survive and remain in effect upon the termination of the Agreement.
14.2. No failure or delay by a party to exercise any right or remedy provided under the Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.3. User acknowledges that in accepting the Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms.
USER PERSONAL DATA PROCESSING INFORMATION
1. Categories of data subjects
Customer officers, employees, agents (such as advisors) and subcontractors
2. Types of Personal Data
Company address and contact information
Company bank account information
Payment card information
Commercial registration number
User officers, employees, agents and subcontractors:
Business contact information
Payment related information as stated on invoices, credit notes and receipts, such as:
Commercial registration number
information on purchased goods or services
bank account details
3. Purposes of processing
Necessary to provide the Hosted Services