Terms of Service
Updated October 8, 2024
Opacity ApS
Flæsketorvet 68, 1
1711 København V, Denmark
VAT DK 43931733
1. Agreement
These Terms of Service set forth terms and conditions for licensing to Opacity ApS products.
The complete terms shall consist of the Parties' written agreement and these Terms of Service. An Agreement is deemed to be binding only when both parties have signed the Agreement or otherwise confirmed the Agreement in writing.
In the event of conflicting information and/or interpretation doubts in the complete terms, the Parties' written agreement takes precedence.
'Agreement' refers to the agreement between the Licensor and the Licensee as outlined in the written agreement and these Terms of Service.
'Licensor' refers to Opacity ApS.
'Licensee' refers to the physical or legal person whom the Licensor has entered into an agreement with regarding the delivery of the Licensed Software (also referred to as the “Customer”).
'Parties' refer to the Licensor and Licensee, and by “Party” one of these.
'Users' refers to the person or persons who have access to the Licensed Software, either as the Licensee or through their employment with the Licensee (also referred to as “Authorized Users”).
'Application' refers to The software solution provided by the Licensor: https://opacity.hr
'Terms of Service' refer to these terms, including subsequent additions and amendments.
'Usage Rights' refers to the usage rights that the Licensee obtains to the Licensed Software upon entering into the Terms of Service.
'Licensing Fee' refers to the ongoing fee that the Licensee pays the Licensor for access to the Licensed Software.
'Licensing Period' refers to the period that the Licensee has purchased access to the Licensed Software in accordance with the Terms of Service.
3.1 Scope of Usage Rights
3.1.1 Upon entering into the Licensing Agreement and paying the License Fee, the Licensee acquires a non-transferable and non-exclusive right to use the Licensed Software in accordance with the Licensing Agreement.
3.1.2 The Licensor reserves the right to monitor the Licensee’s use of the Licensed Software in accordance with the Licensing Agreement, including conducting license audits.
3.1.3 The Licensee and its Users may use the Licensed Software within the Licensee’s organization in accordance with the intended purpose of the Licensed Software, i.e., as a salary analysis and benchmarking platform.
3.2 Compatibility
3.2.1 The Licensee is responsible for having a usable browser software available for the use of the Licensed Software. The Licensee acknowledges that the use of the Licensed Software depends on the Licensee’s choice of browser software and the Licensee’s internet connection.
3.3 User Access
3.3.1 The Licensee is entitled within its organization to create the number of Users agreed in the Licensing Agreement. If a User is external and/or not internally employed within the Licensee’s company, the Licensee is entitled to create one (1) affiliated User free of charge.
3.3.2 Following the conclusion of the Licensing Agreement, the Licensee will receive one (1) invitation to create an administering User (Administrator). The Administrator can then invite other Users.
3.3.3 User access is personal and may not be used by anyone other than the User themselves.
3.3.4 The Licensee is responsible for ensuring that: (1) Customer data is complete, accurate, and up-to-date in all material respects, and (2) that the Licensee has lawfully collected Employee data and communicated it to the Licensor in accordance with applicable law, including data protection laws, so that the Licensor can use it to provide the Application as intended in this agreement.
3.4 Compliance with License Terms
3.4.1 The Licensee is responsible for ensuring that Users comply with and are informed about the content of the License's terms.
3.4.2 The Licensee and Users’ use of the Application is subject to the following terms of use:
(i) The Licensee must not allow any third parties who are not Authorized Users to access or use the Application, and must ensure that Authorized Users themselves comply with this obligation.
(ii) The Licensee must ensure that all Authorized Users use the Application solely for the Licensee’s account in accordance with the technical documentation and instructions provided by the Licensor, and only for the purposes permitted in accordance with section 5 below.
(iii) Without limiting the general content of the foregoing subsection 3.4.2(ii), the Licensee must not, and must ensure that Authorized Users do not, access the Application to:
• extract all or part of the information stored on databases connected to the Application (in particular databases for benchmarking market data as well as other modules or services of the Application) and made available through the Application by means of software tools or other technical solutions;
• create any product or service that competes with the Application or commercialize the Application in any way;
• modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble all or part of the software code of the Application;
• commit any illegal activities or activities directed at violating the rights of third parties;
• commit any activities directed at violating the security, integrity, or availability of other users of the Application or of networks, computers, or communication systems;
• distribute, publish, send, or facilitate the sending of unsolicited mass emails or other messages, promotions, advertising, or solicitations (“spam”).
(iv) The Licensee must report to the Licensor any anomaly and/or error and/or malfunction detected upon use of the Application.
3.4.3 The Licensor reserves the right to suspend the provision of application services and to block access to the Application in the event that the Licensee or Authorized Users breach the terms of use set forth in the foregoing Section 3.4.2. The Licensee will be informed of any such suspension in advance if reasonable and possible, or in urgent cases, promptly after access to the Application has been suspended.
4. Licensing Fee
4.1 Payment
4.1.1 All prices stated in the Licensing Agreement are excluding VAT. The License Fee is due for payment 30 days from the invoice date.
4.1.2 In case of delayed payment, interest will be charged in accordance with the Danish Interest Act. Any late payment constitutes a breach of this Licensing Agreement.
4.1.3 Failure to pay on time may result in temporary exclusion from the platform without this entitling the Licensee to claim any refund.
4.2 Change of License Fee
4.2.1 The Licensor reserves the right to change the amount of the License Fee. Changes in the License Fee can, however, only take effect with 30 days’ notice for the next License period.
4.3 Free Trial Periods
4.3.1 When signing up for a free trial period for any of the services offered by the Licensor, these services are made available on a free trial basis until the earliest of
1. the end of the trial period,
2. the start of a purchased subscription, or
3. the termination of the trial period by the Licensor at its discretion.
4.3.2 By accepting a free trial period, the Licensee agrees to receive emails about optimizing the use of the Application and the Licensor’s other services, including tips for using the specific services.
4.3.3 At the end of the trial period, the Licensee transitions to a paid license, calculated based on the number of employees on the renewal date, unless the Licensing Agreement is terminated with the notice period specified in section 10.2.
4.3.4 All data entered into the Application, as well as any configuration or customization made to a service by or for the Licensee during the free trial period, will be permanently lost unless the Licensee purchases a subscription to the same services or exports such service data before the end of the free trial period.
5.1 Licensor’s Rights
5.1.1 The Licensor or third parties from whom the Licensor derives rights hold the intellectual property rights to the Licensed Software. These intellectual property rights are not transferred in whole or in part in connection with this Licensing Agreement.
5.1.2 The Licensee is not entitled to obtain or attempt to obtain access to the source code of the Licensed Software. The Licensee is not entitled to perform any form of reverse engineering, including but not limited to decompiling or deobfuscating the software code of the Licensed Software in whole or in part.
5.1.3 The Licensee is not entitled to modify or distribute all or part of the Licensed Software in violation of the Licensor’s rights, including intellectual property rights. The Licensee is not entitled to breach any security mechanisms.
5.1.4 The Licensee’s knowledge of information, software code, and data about all or part of the Licensed Software must not be used to the detriment of the Licensor, including in connection with the exercise of competing business activity to the Licensor. Such knowledge must not be disclosed to other persons to the detriment of the Licensor.
5.2 Third Party Rights and Illegal Material
5.2.1 The Licensor does not have copyright to all data sources on the platform according to Article 71 of the Danish Copyrights Act. The Licensor has thus entered into cooperation with various partners and the like with the purpose of passing on information.
5.2.2 To the extent that data sources on the platform are subject to third-party intellectual property rights, the Licensee is subject to the general rules of the law for copying and using these.
5.2.3 Notes and other material entered by the Licensee into the Licensed Software must respect third-party rights, including intellectual property rights, and comply with the applicable laws at all times. The Licensee acknowledges that it is the Licensee’s responsibility to ensure that Users within the Licensee’s organization and any affiliated Users use the Licensed Software in accordance with this. The Licensee must therefore take necessary steps to remove notes and other material that violate the applicable laws at any given time.
5.2.4 If the Licensor becomes aware of illegal, harmful, or rights-infringing material entered by the Licensee into the Licensed Software, the Licensor will take necessary steps to remove or prevent access to the material, including but not limited to excluding the organization temporarily or, if required under the circumstances, for an extended period. Such exclusion does not affect the Licensor’s right to terminate the Licensing Agreement or claim damages.
5.3 Licensee’s Actions in Violation of This Section 5
5.3.1 The Licensee acknowledges that failure to comply with this section 5 constitutes a material breach of the Licensing Agreement.
6. Updating and Modifying the Licensed Software
6.1 The Licensee acknowledges that the Licensed Software is a beta version and that changes and updates to the Licensed Software are made regularly. The Licensor reserves the right to update and modify the Licensed Software at any time and without notice. Changes and updates to the Licensed Software by the Licensor will not constitute a breach of this Licensing Agreement and/or entitle the Licensee to claim remedies for breach.
6.2 Changes and updates to the Licensed Software by the Licensor may result in significant changes to the functions of the Licensed Software. Such significant changes do also not constitute a breach of this Licensing Agreement and/or do not entitle the Licensee to claim remedies for breach.
7.1 The Licensee is entitled to support both by phone and email during the Licensor’s normal business hours. The Licensor strives to provide support as quickly as possible, but the actual wait time will depend on the nature of the request. If the Licensor cannot provide support immediately or within one day, the Licensee will receive an estimate of the processing time.
7.2 Support is available by written request at hello@opacity.hr or by phone at +45 40 40 99 00.
7.3 The Licensed software is licensed “as is” without any form of warranty. The Licensor regularly checks the Licensed Software but does not guarantee that errors, inconveniences, interruptions, and the like will not occur. The Licensed Software is primarily a data platform aimed at collecting and presenting data in a clear manner for the Licensee. The collected data consists, among others, of publicly available data which the Licensor has no control over and/or ownership of. The Licensor reserves the right to make changes to the source material and assumes no responsibility for any errors originating from the aforementioned sources.
8.1 General
8.1.1 The Licensor is not liable for the Licensee’s indirect loss or consequential damages arising from the use of the Licensed Software, including but not limited to loss of operations, loss of profit, or lost earnings.
8.1.2 The Licensor’s service does not constitute legal advice or anything similar. The Licensor is not liable for any incorrect or incomplete advice, decision, or anything similar made by the Licensee based on information from the Licensed software or lack of access to the Licensed software.
8.1.3 The Licensor’s liability for damages due to breach of the Licensing Agreement cannot under any circumstances exceed the amount of the License Fee paid by the Licensee for the License period in which the damage occurred.
8.2 Product Liability
8.2.1 The Licensor is only subject to product liability to the extent that this cannot be waived by agreement. The Licensor waives product liability on any other basis.
9.1 Neither Party is entitled to damages in the event of failure to fulfill an obligation under the Licensing Agreement if the failure is due to Force Majeure.
9.2 Force Majeure exists if a Party is prevented from fulfilling the Licensing Agreement due to pandemics, war, civil war, rebellion, public restrictions, import or export bans, natural disasters, including but not limited to earthquakes, storm surges, extensive flooding, tornadoes, volcanic eruptions, and declared labor disputes, fires, cyber attacks, or similar, which could not or should not have been foreseen by the Parties at the time of entering into the Licensing Agreement.
9.3 Cyber attacks are understood as unauthorized actions or attempts to destroy, remove, withhold, and/or alter data in the Licensed software, including but not limited to Phishing, ransomware, and supply chain attacks.
10.1 The Licensing Agreement is effective from the time both parties have signed this Licensing Agreement or otherwise confirmed the conclusion of the Licensing Agreement in writing and runs for the agreed period or until the Licensing Agreement is terminated by one of the Parties.
10.2 If the Licensing Agreement is not entered into for a fixed period, it may be terminated with one month’s notice until the next License period. If the Licensee’s termination is not received on time, it will only take effect from the following License period.
10.3 Unless the Licensing Agreement is terminated with the notice period specified in section 10.2, the Agreement is automatically renewed on an annual basis after the end of the License period based on the number of employees on the renewal date.
10.4 Termination must be in writing to hello@opacity.hr.
10.5 The Licensee’s failure to comply with the terms and conditions stated in this Licensing Agreement entitles the Licensor to terminate the Agreement without notice and with immediate effect.
11.1 Assignment
11.1.1 The Parties’ rights and obligations under the Licensing Agreement cannot be assigned to third parties without the written consent of the other Party. However, the Licensor may, in connection with a business transfer, whether it is a merger, demerger, sale, etc., assign its obligations and rights, in whole or in part, to third parties without the Licensee’s consent.
12.1 The Licensor reserves the right to change the Terms and Conditions of this Licensing Agreement without notice.
12.2 If the Licensee does not wish to be bound by the new Terms and Conditions, the Licensee must notify the Licensor in writing within 14 days after the changes have been notified to the Licensee or otherwise come to the Licensee’s attention. The Agreement will then be considered terminated by the Licensee in accordance with section 10 of the Licensing Agreement.
12.3 If the Licensee has not notified the Licensor that they do not wish to be bound by the new Terms and Conditions as per the above, the new Terms and Conditions will apply after the expiration of the 14 days.
13.1 To the extent that the Licensor receives general information from the Licensee as part of the collection of relevant customer information (“Personal Data”), this data will be processed securely and confidentially in accordance with applicable Danish and EU legislation, including the General Data Protection Regulation (GDPR).
13.2 The purpose of collecting and processing the Personal Data is to be able to deliver the Licensed Software in accordance with the Licensing Agreement. The Licensor may only use the Personal Data for the purposes for which it was collected.
13.3 The Licensor uses third parties for the processing of all or part of the Personal Data. The Licensor has entered into data processing agreements with relevant third parties and thereby complies with the applicable rules on the protection of personal data.
13.4 The Licensee can read more about the Licensor’s processing of Personal Data and the rights that accrue to the Licensee as a data subject in the Licensor’s Privacy Policy.
14.1 This Licensing Agreement is governed by and must be interpreted in accordance with Danish law, excluding Danish law’s international private law rules to the extent these rules can be waived.
14.2 In the event of a disagreement between the Parties in connection with the Licensing Agreement, the Parties must seek to initiate negotiations with a positive, cooperative, and responsible attitude to resolve the dispute. If necessary, the negotiations should be escalated to a high level in the Parties’ organizations.
14.3 Any dispute between the Parties arising out of or in connection with this Licensing Agreement that cannot be resolved through negotiation will be settled by arbitration in Denmark in accordance with the “Rules for handling arbitration cases by the Danish Institute of Arbitration.”
14.4 The arbitral tribunal is appointed by the Danish Institute of Arbitration in accordance with the “Rules for handling arbitration cases by the Danish Institute of Arbitration.” When the dispute is to be decided by three arbitrators, the claimant may suggest an arbitrator in their statement of claim. The respondent may suggest an arbitrator in their statement of defense. The third arbitrator, who is the chairman of the arbitral tribunal, is proposed by the Danish Institute of Arbitration, unless the parties jointly propose a chairman within the deadline for the respondent’s statement of defense.