Terms of Use for DynamicPay® powered by Danske Bank

(Ver. 1.0; effective as of 1 April 2016)

DynamicPay® powered by Danske Bank (the "Platform") is an web based dynamic discounting platform operated by Danske Bank A/S ("Danske Bank"). These Terms of Use (the “Terms”) set forth the legally binding terms for the provision and use of any of the Platform by you (the “User”).

1. General

1.1. Acceptance of these Terms

By using the Platform or completing the subscription process on the Platform, the User acknowledges to have read these Terms and agrees to be bound by and to comply with them. If the User does not agree to any of the provisions in these Terms, the User should refrain from any use of the Platform. The User’s right to use the Platform is expressly conditioned upon the User’s assent to and compliance with all of these Terms.

1.2. Modifications of these Terms

Danske Bank reserves the right to change or modify these Terms from time to time. Posting the modified Terms on the Platform will give effect to the revised terms. The User’s continued use of the Platform following such modification indicates the User’s acceptance of any revised terms.

1.3. Eligibility requirements

By using the Platform, the User represents and confirms to Danske Bank that: (a) it is an entity engaged in an regular economic activity, (b) it has all requisite authority and power to enter into these Terms and/or to use the Platform; (c) its use of the Platform does not violate any applicable law or regulation applicable to it; (d) its use of the Platform is in full compliance with these Terms; and (e) all information it submits in the Platform, during the subscription process and otherwise provided by it in order to use the Platform, is accurate and truthful, and it will maintain the accuracy of such information at all times. If Danske Bank is informed or has any reason to believe that the User is not eligible to use the Platform or the User becomes ineligible, Danske Bank reserves the right to suspend permanently or terminate the User’s use of the Platform (or any part thereof) without notice.

1.4. Technical requirements

In order to use the Platform the User must have access to the internet and have installed a web browser. Information in respect of the technical requirements for use of the Platform are available on the Platform.

1.5. Cookies and privacy

The Privacy statement and use of cookies on DynamicPay® powered by Danske Bank published on the Platform applies to Danske Bank’s use of cookies and forms an integrated part of these Terms.

2. Subscription to the Platform

The User will receive a temporary password in order to log on an start the subscription process. The subscription process, in which the User registers to the Platform and submits subscription information via the Platform, may require the User to provide information regarding, but not limited to, its full legal name, its legal form, its address, email address and telephone number, and other relevant information. The subscription process also requires the User to create a password.
The User is responsible for protecting and maintaining the confidentiality of its password and for logging out of its account at the end of each session. The User is solely responsible for any and all activities that occur under its account. The User shall notify Danske Bank immediately upon learning of any unauthorised use of its account or any other breach of security.

3. Use of the Platform

3.1. Certain definitions

In addition to the terms defined above and below, the following terms shall have the following meanings:

“Adjusted Payment Amount” means, in respect of an Invoice, the Original Invoice Amount less the Discount Amount.

“Buyer” means an enterprise which has entered into a Service Agreement for DynamicPay® powered by Danske Bank which is in full force and effect.

“Invoice” means an invoice issued by or on behalf of the User to a Buyer for goods and/or services purchased by the Buyer from the User.

“Original Invoice Amount” means the amount (inclusive of any taxes) payable under an Invoice.

“Original Payment Date” means, in respect of an Invoice, the final payment date of the Original Invoice Amount.

“Proposal” means a proposal by a Buyer to settle an Invoice on a date prior to the Original Payment Date (such prior date, the “Adjusted Payment Date”) against a reduction of the Original Payment Amount by a discount amount (inclusive of any taxes) set out in the relevant proposal (the “Discount Amount”).

3.2. Proposal process

A Buyer may submit a Proposal to settle an Invoice on the Adjusted Payment Date against payment of the Adjusted Payment Amount.
A Buyer sets the Adjusted Payment Date and the Discount Amount in a Proposal at its own sole discretion. A Buyer may submit more than one Proposal in respect of the same Invoice.

3.3. Acceptance process

The User may review and accept a Proposal by logging on to the Platform. Any acceptance of a Proposal by the User is irrevocable and binding on the User. If the User accepts a Proposal, Danske Bank will verify whether the Proposal has not been revoked by the Buyer. If the Proposal has not been revoked by the Buyer, the User will receive a confirmation on the Platform that the Proposal and acceptance has been confirmed. When the Proposal and acceptance has been confirmed, the User shall be deemed, in respect of the relevant Invoice, to have entered into an irrevocable and binding agreement with the Buyer (a "Discount Agreement") to amend the Original Payment Date to the Adjusted Payment and the Original Payment Amount to the Adjusted Payment Amount.
The Platform can only be used to accept a Proposal. It is not possible to use the Platform to amend the terms of a Proposal, to make a counter proposal, to change the bank account to which payments are to be made by the Buyer, or to otherwise amend or offer to amend an agreement between the User and a relevant Buyer.

3.4. Information about Proposals and Discount Agreements

The User may subscribe to receive email and/or text notifications each time a Proposal is submitted by a Buyer and/or a Discount Agreement is entered into.

3.5. Revocation of Proposals, etc.

A Buyer is not obligated to make a Proposal. A Proposal may be revoked by the Buyer at its sole discretion until a Discount Agreement has been entered into.

3.6. No agreement or guarantee for payment

Danske Bank shall under no circumstance become a party to the Discount Agreement or any other agreement between the User and a Buyer. Any claims or disagreements in respect of an Invoice or a Discount Agreement is a matter solely between the User and the relevant Buyer. The User bears the full risk of any failure by a relevant Buyer to fulfill any of its obligations towards the User.

3.7. Other effects of Discount Agreement

The User is responsible for any tax, value added tax or accounting effects of entering into a Discount Agreement or otherwise using the Platform.

3.8. Certain limitations on use

The Platform may be used for commercial purposes only. Any information obtained is strictly for the User’s own business use. Information may not be disclosed by the User to any third party.
The Platform may not be used for illegal activities or purposes. The Platform may not be used for activities or purposes that Danske Bank deems to be morally or ethically questionable or that may harm the image or brand of Danske Bank or the Platform.

3.9. Use by representatives

The User must ensure that any of the User’s employees, agents or other representatives who uses the Platform are familiar with these Terms. The User is responsible for its employees', agents' or other representatives' use of the Platform.

3.10. Support

The telephone helpline at Danske Bank can assist with technical questions about the use of the Platform (in English only). Contact details are available on the Platform.

4. Fees

Danske Bank does not charge the User any fees for use of the Platform. Danske Bank may charge fees from a Buyer.

5. Proprietary rights

Danske Bank and its affiliates are the authors of materials published on the Platform. Danske Bank and its affiliates reserve all rights to ownership, copyright, trademarks and all other intellectual property rights relating to DynamicPay®, the Platform and to products and services mentioned on the Platform – unless stated that such rights are the property of a third party.
The User may view and print the contents of the Platform for personal use only. The User may not otherwise copy, save or otherwise reproduce, adapt, modify, transfer, assign, use or exploit the contents or parts of the Platform without Danske Bank's prior written consent.

6. Treatment of confidential information

Danske Bank will keep confidential any information received from the User, provided that Danske Bank may, without limitation, disclose such information (a) to a relevant Buyer (other than the User’s password) and (b) if required by any law or regulation, court or arbitral tribunal, public authority or regulator or financial market.

7. Limitation of liability

7.1. General limitation of liability

Danske Bank shall only be liable under or in connection with the Platform for damage or loss caused directly by Danske Bank’s gross negligence or willful misconduct.

Danske Bank shall not under any circumstances be liable for:

• any loss (whether direct or indirect) of business profits, revenue or of data; or
• any indirect, consequential or incidental damages, liabilities, claims, losses, expenses, awards, proceedings and costs,

in each case, regardless of whether the possibility of such damages was disclosed to, or could reasonably have been foreseen by Danske Bank

7.2. No liability for losses incurred by the User

Danske Bank shall not be responsible for losses incurred directly or indirectly by reason of any act or omission by the User or any employee, agent, or representative of the User.

7.3. Maximum liability

The User agrees that Danske Bank’s liability towards the User which relates, directly or indirectly, to the Platform shall be limited to a total amount of DKK 100,000 and the User hereby waives any and all liability claims which exceed this amount.

7.4. Force majeure

Danske Bank is not, under any circumstances, obligated to provide or maintain the Platform, and shall not, under any circumstances, be liable for not providing access to the Platform, due to the occurrence of any of the following events and as long as such event persists:
(a) any breakdown of or lack of access to IT systems or damage to data in these systems due to any of the factors listed below and regardless of whether or not Danske Bank, an affiliate or a third-party supplier is responsible for the operation of these systems;
(b) power failure or a breakdown of Danske Bank’s telecommunications, legislative or administrative intervention, acts of God, war, revolution, civil unrest, sabotage, terrorism or vandalism (including computer virus attacks or hacking);
(c) strikes, lockouts, boycotts or picketing, regardless of whether Danske Bank or its organization is itself a party to or has started such conflict and regardless of its cause (this also applies if the conflict affects only part of Danske Bank);or
(d) other circumstances beyond Danske Bank’s control.

8. Indemnification

The User shall reimburse, indemnify and hold harmless Danske Bank, its affiliates and their employees, agents and representatives for any and all losses arising directly or indirectly from Platform, unless such loss was caused directly by Danske Bank’s gross negligence or willful misconduct.

9. Third party consents

The User confirms that it is duly authorised and have obtained all necessary consents from any relevant person or authority under personal data protection laws and any other relevant regulations to provide information to Danske Bank under these Terms as well as for Danske Bank’s use of such information as contemplated in these Terms.

10. Consent to unencrypted communication

The User hereby consents to receive notices from Danske Bank and its affiliates via email and text messages in non-encrypted form.

11. Termination

The User may stop using the Platform at any time without notice, provided that this will not affect any (a) executed Discount Agreement or (b) claims which Danske Bank has against the User under these Terms. Danske Bank may terminate or suspend (in full or in part) the User's access to or use of the Platform.

12. Assignment

The User may not assign any of its rights or obligations under these Terms to a third party without the prior written consent of Danske Bank. Danske Bank may assign all part of its rights or obligations under these Terms to any affiliate.

13. Governing law and venue

Any disputes arising out of these Terms are subject to Danish law and the proper venue will be the courts of Denmark