Terms of Service
Powersolution CRM’s services are offered to the Customer subject to their acceptance of these Terms of Service (the “Terms“). When Powersolution CRM’s services are accessed or used by a Customer, or when the Customer otherwise indicates acceptance of these Terms, these Terms form a legally binding agreement between the Customer and Powersolution CRM.
IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A LEGAL ENTITY, SUCH AS YOUR EMPLOYER OR THE COMPANY YOU WORK FOR, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY.
These Terms constitute an agreement that governs Customer use of Powersolution CRM’s services and includes all additional terms and documents incorporated herein by reference, including the following:
- Acceptable Use Policy
- Supplemental Terms
- Data Processing Agreement
- Privacy Policy
BY REGISTERING FOR, PURCHASING ACCESS TO, ACCESSING, AND/OR USING POWERSOLUTION CRM’S SERVICES OR OTHERWISE INDICATING ACCEPTANCE, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS OR USE POWERSOLUTION CRM’S SERVICES.
1. Definitions
“Account” means the primary mechanism for accessing and using Powersolution CRM’s services.
“Add-On Feature” means a feature or set of features within Powersolution CRM’s services that are subject to additional charges or terms.
“Administrator” means one or more Users of an Account to whom the Customer has granted special authorization to manage the Customer’s Account.
“Affiliates” means any legal entity under common control or ownership.
“AI Functionality” means any aspects of the Services powered by artificial intelligence, machine learning, or similar technologies.
“Beta Service” means any functionality that is in development or has not been commercially released as a final product.
“Customer” means the legal person or entity establishing an Account to receive access to Powersolution CRM’s services.
“Customer Data” means any information processed by Customer through Powersolution CRM’s services.
“Credentials” means all usernames, passwords, and other access credentials created by or assigned to Customer and Users.
“Data Processing Agreement or DPA” means the agreement set forth at the specified URL that reflects the parties’ agreement regarding processing of Personal Data.
“Fee” means subscription fees and any additional fees owed for using Powersolution CRM’s services.
“Feedback” means any comment, bug report, feedback, suggestion, or modification for the Services that a Customer or User provides.
“Free Trial” means temporary access for the purpose of trying out any part of Powersolution CRM’s services.
“Intellectual Property Rights” means worldwide legal rights or interests in ideas, designs, concepts, methods, processes, inventions, technology, software, databases, and works of authorship.
“Marketplace” means an online directory or catalog of applications and integrations that interoperate with the Services.
“Non-Powersolution Application” means any software application or functionality that interoperates with the Services but is not created by Powersolution CRM.
“Powersolution CRM” means Powersolution CRM ApS or any of its Affiliates.
“Platform” means the Powersolution CRM customer relationship management application.
“Subscription” means usage rights and functionality along with associated fees, selected by Customer for Powersolution CRM’s services.
“Subscription Term” means the period Customer is permitted to use the Services, commencing on the purchase date and concluding on the expiration date.
“Third-Party Providers” means third parties that provide Non-Powersolution Applications or other services related to Customer’s use of the Services.
“User” means an individual to whom Customer grants rights and privileges to use the Account on behalf of Customer.
2. Subscriptions
To use Powersolution CRM’s services, Customer must first select and pay for a Subscription that includes access to the Platform. Customer may also purchase Subscriptions for Add-On Features. The Subscription Term for any Add-On Features will run concurrently with the Subscription Term for the Platform Subscription.
3. Powersolution CRM SERVICES
3.1 Use of Services. Subject to these Terms and payment of the applicable Fee, Powersolution CRM grants Customer and its Users the right to access and use the Services in accordance with Customer’s Scope of Use and only during the Subscription Term. The Services may not be used for the benefit of anyone other than the Customer.
3.2 Modifications to Services. Powersolution CRM reserves the right to modify the Services or any part or element thereof from time to time without prior notice. Powersolution CRM shall not be liable to Customer or any third party for any modification, suspension, or discontinuance of any element of the Services.
3.3 Users and Credentials. Customer may authorize Users to access and use the Platform solely in accordance with Customer’s Scope of Use and for the benefit of Customer. Customer shall ensure its Users comply with these Terms and is responsible for all activities of its Users. Each User must have their own Credentials, which may not be shared among multiple persons. Customer is responsible for maintaining the confidentiality of all Credentials.
3.4 Selecting and Changing Subscriptions. The initial Subscription Term is either monthly or annual and, unless terminated in accordance with Section 12, will automatically renew for successive terms. Customer may upgrade or downgrade a Subscription at any time. Upgrades are effective immediately with charges for the price difference. Downgrades are effective on the next Renewal Date. No refunds are provided for downgrades during a Subscription Term.
3.5 Administration of Customer Account. Customer acknowledges that it has administrative control over who it grants access to Customer Data. Customer may designate Users as Administrators to manage its Account. Powersolution CRM is entitled to rely on communications from an Administrator when servicing Customer’s Account. Administrators may have the ability to access, monitor, use, and export Customer Data as well as change User rights.
3.6 Technical Support. Powersolution CRM shall provide technical support to Customer and its Users as set forth in Customer’s Subscription.
3.7 Add-On Features. Powersolution CRM may, from time to time, make Subscriptions for Add-On Features available through the Services. Customer’s use of Add-On Features is subject to applicable Supplemental Terms and payment of applicable Fees.
3.8 Free Trial. Upon expiration of a Free Trial of the Platform, the Account will be deactivated. To prevent deactivation or reactivate the Account, Customer must select a Subscription and pay the applicable Fee. If a Subscription is not selected within 2 weeks of Free Trial expiration, Powersolution CRM may permanently delete the Account and all Customer Data.
3.9 Beta Services. Customers may access Beta Services for testing and evaluation purposes. Powersolution CRM reserves the right to discontinue Beta Services at any time with or without notice. By using Beta Services, you agree that Powersolution CRM may collect and analyze your usage to improve the Services. Powersolution CRM will not be liable for any claims related to Beta Services or their modification, suspension, or discontinuance.
3.10 Non-Powersolution Applications. Third parties may make Non-Powersolution Applications available via the Marketplace or their own websites. The terms regarding use of such applications are between Customer and the Third-Party Provider. Powersolution CRM does not warrant or support Non-Powersolution Applications and shall have no liability for claims arising from or relating to them.
3.11 AI Functionality. Users may provide input to AI Functionality and receive output generated based on that input. Customer must ensure inputs and use of AI Functionality comply with all applicable laws. Due to the nature of AI and machine learning, outputs may not be accurate or reliable, and Customer should independently review all outputs. Customer acknowledges that AI Functionality may be powered by third-party providers, and Powersolution CRM may share inputs and outputs with such providers.
4. Restrictions
4.1 Prohibited Activities. Customer and its Users may only use the Services within the Scope of Use and in accordance with these Terms and applicable law. Customer and Users may not: (i) copy, modify, or create derivative works of the Services; (ii) circumvent security or technological features; (iii) access the Services for competitive analysis; (iv) resell or make the Services available to third parties without permission; (v) reverse engineer or decompile; (vi) remove proprietary notices; (vii) perform security testing; or (viii) use the Services in violation of applicable law.
4.2 Trade Control Compliance. Customer represents and warrants that it has complied and shall comply with all applicable economic, trade, and financial sanctions laws and regulations, including those administered by relevant authorities. Customer is not and will not become a restricted or blocked person under any sanctions regime. Powersolution CRM may immediately terminate access if Customer violates these provisions or if continued use could violate sanctions or trade controls.
5. Powersolution CRM Responsibilities
5.1 Provision of Services. Powersolution CRM will: (i) make the Services available to Customer pursuant to these Terms; (ii) provide support as outlined in Section 3.6; and (iii) use commercially reasonable efforts to make the Services available 24/7, except for planned downtime (with advance notice) and unavailability arising from circumstances beyond Powersolution CRM’s reasonable control.
5.2 Protection of Customer Data. Powersolution CRM will maintain reasonable administrative, physical, and technical safeguards designed to maintain the security, confidentiality, and integrity of Customer Data. Those safeguards will include measures designed to prevent unauthorized access, use, modification, or disclosure of Customer Data. Powersolution CRM shall only access Customer Data to provide the Services, prevent technical problems, as compelled by law, as permitted by these Terms, or as Customer expressly permits.
6. Fees and Payment
6.1 Fees. Customer will pay all Fees specified for the selected Subscription and any Add-On Features. Fees are due in advance upon the start of a Subscription Term and each Renewal Date. All Fees are non-refundable. For clarity, there are no refunds or credits for periods where Customer did not use an activated Account, used it partially, deactivated the Account, or terminated during a Subscription Term. All Fees are exclusive of taxes, levies, or duties, which Customer is solely responsible for paying. Powersolution CRM reserves the right to modify Fees upon at least one month’s prior notice, effective on the next Renewal Date.
6.2 Payment. Customer authorizes Powersolution CRM to automatically charge Customer the applicable Fees on or after the start of the Subscription Term and each Renewal Date. If Customer wishes to reduce Users, change Subscriptions, or cancel, it must do so prior to the Renewal Date. Cancellation will be effective as of the end of the then-current Subscription Term and will not result in a refund of Fees paid.
6.3 Payment Card Authorization. Powersolution CRM may seek pre-authorization of Customer’s payment card prior to purchase to verify validity and available funds. Customer agrees to approve such pre-authorization and authorizes Powersolution CRM to charge all Fees to the payment card. Customer agrees to provide updated payment information upon request.
6.4 Late Payment Charges and Suspension. If Customer does not pay all amounts when due: (i) those amounts may accrue late interest at 1% per month or the maximum rate permitted by law, whichever is lower; (ii) Customer will reimburse Powersolution CRM for collection costs, including attorney fees; and (iii) Powersolution CRM may immediately suspend all access to Customer’s Account. Customer will have 180 days to provide payment to reactivate the Account, otherwise Powersolution CRM may permanently delete the Account and all Customer Data.
7. Customer Data and Privacy
7.1 Rights to Customer Data. Customer retains all rights, title, and interest in and to Customer Data. Customer represents, warrants, and covenants that: (i) Customer either owns Customer Data or has the necessary licenses, rights, consents, and permissions to grant the rights set forth in these Terms; and (ii) the use of Customer Data does not and will not infringe, violate, or misappropriate any third-party right or violate any applicable law. Customer grants Powersolution CRM a non-exclusive, term-limited, worldwide license to use and display Customer Data to provide the Services.
7.2 Responsibility for Customer Data. Customer is solely responsible for Customer Data, including the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, as well as the consequences of posting or publishing Customer Data through the Services. Customer shall ensure Customer Data complies with these Terms.
7.3 SENSITIVE INFORMATION. CUSTOMER ACKNOWLEDGES THAT THE SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY CUSTOMER AGREES NOT TO USE THE SERVICES TO COLLECT, STORE, MANAGE, OR PROCESS SENSITIVE INFORMATION. POWERSOLUTION CRM WILL NOT HAVE, AND SPECIFICALLY DISCLAIMS, ANY LIABILITY THAT MAY RESULT FROM CUSTOMER’S BREACH OF THIS SECTION.
7.4 Compelled Disclosures. Powersolution CRM may disclose Customer’s confidential information (including Customer Data) to the extent compelled by law to do so. Powersolution CRM will use commercially reasonable efforts to provide Customer with prior notice of compelled disclosure (to the extent legally permitted), and Customer shall provide reasonable assistance if Customer wishes to contest the disclosure.
7.5 Privacy. Powersolution CRM’s Privacy Policy is available at www.powersolutions.dk/privatlivspolitik. To the extent Powersolution CRM processes Personal Data in relation to the Services as a Data Processor, the terms of the Data Processing Agreement (DPA) apply. The DPA is available at www.powersolutions.dk/betingelser/dpa.
8. Confidentiality
8.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Powersolution CRM includes the Services and related materials.
8.2 Protection of Confidential Information. The Receiving Party will use the same degree of care to protect Confidential Information as it uses for its own confidential information (but not less than reasonable care) to: (i) not use Confidential Information for any purpose outside the scope of these Terms; and (ii) limit access to Confidential Information to employees and contractors who need access for purposes consistent with these Terms and who have signed confidentiality agreements.
9. Intellectual Property Rights
9.1 Powersolution CRM Intellectual Property. Customer acknowledges that Powersolution CRM and its Affiliates own all Intellectual Property Rights associated with the Services and related materials. The Services are protected by copyright, patent, trade secret, and trademark laws, as well as international conventions and treaties. Except as set forth in these Terms, Customer’s use of the Services does not grant Customer any ownership rights or intellectual property rights therein. Powersolution CRM reserves all rights not expressly granted to Customer in these Terms.
9.2 Feedback. If Customer or a User provides Powersolution CRM with any Feedback, Powersolution CRM shall have the right to use such Feedback at its discretion, including incorporating it into the Services. Customer or User grants Powersolution CRM a perpetual, irrevocable, nonexclusive, assignable, royalty-free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, and use Feedback for any purpose.
10. Disclaimers; No Warranty
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, PLATFORM, AND ANY CONTENT AND FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. POWERSOLUTION CRM AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WHETHER EXPRESS, IMPLIED, ARISING BY LAW, USAGE OF TRADE, COURSE OF DEALING, PRIOR STATEMENTS, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
POWERSOLUTION CRM DOES NOT WARRANT THAT: (i) THE SERVICES WILL BE FREE FROM INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS; (ii) DEFECTS WILL BE CORRECTED; (iii) THE PERFORMANCE OR RESULTS CUSTOMER MAY OBTAIN; OR (iv) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.
11. Indemnification
11.1 Powersolution CRM Indemnification. Powersolution CRM will, at its expense, defend and/or settle any claim brought by a third party against Customer alleging that the Platform, as provided by Powersolution CRM, infringes any copyright, trademark, trade secret, or patent. Powersolution CRM will pay any judgment awarded or settlement amount agreed to by Powersolution CRM. This indemnity is Customer’s exclusive remedy and Powersolution CRM’s sole obligation with respect to any claim of infringement. Powersolution CRM will have no obligation with respect to claims arising from: (i) Customer Data; (ii) use of the Services other than as authorized; (iii) combination of the Services with other software or materials; or (iv) Customer otherwise causing the Services to become infringing.
11.2 Customer Indemnification. Customer will, at Customer’s expense, defend and/or settle any claim brought by a third party against Powersolution CRM and its Affiliates arising out of Customer’s use or misuse of the Services, representations made to Powersolution CRM, violation or breach of these Terms, violation of the rights of any other person or entity, or any excluded matters from Section 11.1. Powersolution CRM reserves the right, at its own expense, to assume exclusive defense and control of any matter for which Customer is required to indemnify Powersolution CRM.
12. Limitation of Liability
12.1 No Liability. Powersolution CRM shall not be liable to Customer or User for any consequences resulting from: modifications to these Terms or the Services; deletion, corruption, or failure to store Customer Data; use of Customer Data by Customer or Users; upgrading or downgrading Subscriptions; disclosure or unauthorized use of login credentials due to Customer’s failure to keep them confidential; application of remedies by Powersolution CRM; differences between technologies and platforms; or Powersolution CRM’s application of remedies described in these Terms.
12.2 LIMITATION OF LIABILITY. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF POWERSOLUTION CRM ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN RESPECT OF A SINGLE OCCURRENCE OR SERIES OF OCCURRENCES, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO POWERSOLUTION CRM FOR THE SPECIFIC SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT.
12.3 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL POWERSOLUTION CRM HAVE ANY LIABILITY FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES HOWEVER ARISING.
THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THESE TERMS ARE FUNDAMENTAL PARTS OF THE BASIS OF POWERSOLUTION CRM’S BARGAIN, AND CUSTOMER ACKNOWLEDGES THAT SUCH PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK.
13. Termination and Suspension
13.1 Termination for Convenience. These Terms and Customer’s access to the Services may be terminated for convenience by: (i) Customer at any time by clicking the cancellation link in the Services or by means agreed upon with a Reseller, provided that termination shall not be effective until the next Renewal Date; (ii) Powersolution CRM effective upon the next Renewal Date; (iii) Powersolution CRM at any stage with a pro rata refund of prepaid, unused Fees; or (iv) immediately by either party if proceedings are initiated for the other party’s liquidation or insolvency.
13.2 Termination for Default. These Terms and Customer’s access to the Services may be terminated for default upon written notice: (i) by either party if the other party breaches these Terms and does not cure the breach within 30 days of receipt of notice; (ii) immediately by Powersolution CRM if Customer breaches its obligations under Sections 4, 7, 9, or 11; or (iii) by Powersolution CRM with immediate effect if Customer’s use is suspected of illegal activity, required by law enforcement or judicial order, or if use endangers the property of others or the Services.
13.3 Effect of Termination. Upon termination for any reason: Powersolution CRM shall deactivate and permanently delete the Account and all Customer Data within 180 days of the effective termination date. If Customer specifically requests earlier deletion, Powersolution CRM shall fulfill the request within 1 month. Customer must stop using the Services, pay any amounts owed, and discharge any liability incurred prior to termination. Except as otherwise set forth, Customer shall not receive a refund of any prepaid Fees. Sections 1, 4, 6, 7-12, 14, and 15 shall survive termination.
13.4 Suspension. Powersolution CRM has the right to suspend access to all or any part of the Services or an Account at any time, with or without notice, if: (i) there is a threat or attack on the Services; (ii) Customer’s or User’s use disrupts or poses a security risk to the Services or other customers; (iii) Customer or User is using the Services for fraudulent or illegal activities; (iv) subject to applicable law, Customer has ceased business or become subject to bankruptcy or liquidation proceedings; (v) provision of Services is prohibited by applicable law; (vi) Customer is in breach of these Terms; (vii) usage is excessive compared to other users; or (viii) in accordance with Section 6.4. Powersolution CRM shall have no liability for any damage, liabilities, losses, or consequences from suspension and shall have no obligation to refund Fees in connection with suspension.
14. Powersolution CRM Contracting Entity/Governing Law & Jurisdiction
14.1 Contracting Entity. The Powersolution CRM entity with whom Customer is contracting under these Terms is Powersolution CRM ApS for customers worldwide, unless otherwise specified in writing. Contact details: Email: legal@powersolutionscrm.com, Address: Borupvang 2 C, 2750 Ballerup.
14.2 Governing Law and Jurisdiction. In the event of a dispute, controversy, or claim arising out of or in relation to these Terms, the parties shall attempt to solve the matter amicably through mutual negotiations. If a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms set forth below. Any questions relating to these Terms shall be governed by and construed in accordance with the laws of Denmark, without giving effect to any principles of conflicts of law. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the courts of Denmark, specifically in Copenhagen.
15. General Provisions
15.1 Relationship of the Parties. The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between Customer and Powersolution CRM, and Customer shall not represent to the contrary. These Terms are not for the benefit of any third parties.
15.2 Severability. If any term, condition, or provision of these Terms is held to be invalid, unenforceable, or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions, or provisions shall not be affected.
15.3 Entire Agreement. These Terms, including the additional terms incorporated herein by reference, are the entire agreement between Customer and Powersolution CRM regarding Customer’s use of the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.
15.4 Modification. Powersolution CRM reserves the right, in its sole discretion, to modify these Terms from time to time. Notification of such modifications may be posted on or through the Platform or the Services. Modifications to these Terms will take effect at the earlier of: (i) the first Renewal Date following posting, or (ii) thirty (30) days after posting. If Customer does not wish to be bound by the modifications, Customer must cancel prior to the effective date. Customer’s continued use of the Services constitutes acceptance of these Terms and any modifications.
15.5 Assignment. Customer may not assign or transfer these Terms or delegate any of its rights or obligations without Powersolution CRM’s prior written consent. Any attempted assignment, transfer, or delegation without such consent will be void and unenforceable. Notwithstanding the foregoing, Customer may assign this Agreement without consent upon written notice to Powersolution CRM: (1) to any entity controlled by or under common control with Customer that assumes all obligations; or (2) in connection with a merger, reorganization, or sale of assets provided the surviving entity assumes all obligations. Powersolution CRM may freely assign or transfer these Terms without restriction.
15.6 No Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and no single or partial exercise of any right, remedy, power, or privilege will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
15.7 Notices. Except as otherwise specified in these Terms, all notices related to these Terms from Customer to Powersolution CRM will be in writing and will be effective upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) except for notices of termination or an indemnifiable claim, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the Customer system administrator designated in the Platform or provided using banners or pop-ups within the Platform.
15.8 Force Majeure. In no event shall Powersolution CRM be liable, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement if and to the extent such failure or delay is caused by any circumstances beyond Powersolution CRM’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, cyber attacks, riot or other civil unrest, strikes, labor stoppages or other industrial disturbances, or passage of law or any action taken by a governmental or public authority.