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Terms and Conditions XBRL Inspector
Terms and Conditions XBRL Inspector
last updated March 2021
To use ParsePort’s online XBRL Inspector free of charge YOU must agree with this License Agreement Terms and Conditions (“LICENSE AGREEMENT”) in its exact terms.
• “XBRL Inspector”: is a software created and owned exclusively by ParsePort to enable the review, analysis, audit, and validation of XBRL or iXBRL reports. It is also certified by XBRL International.
• “Effective Date”: is the date when YOU agree to this LICENSE AGREEMENT
• “YOU”: shall mean the legal entity signatory of this LICENSE AGREEMENT that shall be qualified in the cover sheet form. It does not include any other legal entity, including but not limited to affiliates, parent company or different legal entities belonging to the same group company. For the avoidance of doubt, all terms related to YOU, as for example “your”, shall mean to refer to YOU.
• “Authorized Users”: shall mean the persons YOU request login credentials for. ParsePort will create login credentials to use the XBRL Inspector based on the Authorized Users business email addresses. There is a maximum of five (5) Authorized Users per legal entity and they all must belong to the legal entity signing this LICENSE AGREEMENT.
• “Disclosing Party”: shall mean the Party disclosing Confidential Information.
• “Recipient”: shall mean the Party receiving or having access to Confidential Information.
• “Product Support”: ParsePort offers YOU free product support that refers exclusively to technical aspects of the XBRL Inspector as described in section 2: MAINTENANCE AND SUPPORT of the LICENSE AGREEMENT.
• “Paid Support”: shall mean any other support needed and not included in the Product Support. Please see the LICENSE AGREEMENT’s section 2: MAINTENANCE AND SUPPORT. The following are examples of when YOU might need support from our specialists:
- For education on how to interpret inconsistences, errors or other feedback provided by the XBRL Inspector during its use;
- For education on XBRL, iXBRL, ESEF reporting, mapping and/or taxonomy;
- For interpretation of appointed errors or inconsistences by the XBRL Inspector.
• “Webinar”: shall mean an online event, free of charge, hosted by ParsePort at ParsePort’s convenience. Please see clauses 2.8 and 2.8.1 of the LICENSE AGREEMENT.
(ParsePort and YOU, each individually also as “Party” and together as “Parties”) hereby:
1. The XBRL Inspector
1.1 The XBRL Inspector is made available as Software as a Service (SaaS) in its standard online version configured and updated exclusively by ParsePort. No personalization is available.
1.2 Number of annual reports YOU can inspect: UNLIMITED. YOU can inspect as many annual reports as needed.
1.3 Version available: Online standard version. ParsePort’s XBRL Inspector online version is cloud-based and hosted by Microsoft Azure (EU/EEA).
1.4 Updates: ParsePort keep it updated with the most recent taxonomy and ESMA requirement for ESEF reporting. Updates are made available automatically to all XBRL Inspector’s users.
1.5 Implementation: from the Effective Date, ParsePort will send to the Contact Person a video tutorial explaining how to use the XBRL Inspector. ParsePort will also send you the requested login credentials for YOU and your Authorized Users.
1.6 YOU and your Authorized Users must use the XBRL Inspector in accordance with the ParsePort’s instructions and for the exclusive purpose of review, analyse, audit, and validate XBRL or iXBRL reports.
1.7 YOU and your Authorized Users must belong to the same legal entity, and it must be the legal entity signatory of this LICENSE AGREEMENT.
2. Maintenance and support
2.1 To the extent specified in this section 2, ParsePort shall oversee and handle the operation remedial actions, maintenance, upgrading and updating, fixing eventual bugs of the XBRL Inspector.
2.2 Subject to clause 2.3 below, ParsePort must remedy identified errors with respect to the XBRL Inspector. Critical errors such as errors that involve unavailability of the XBRL Inspector or very limited availability shall be remedied without undue delay. Noncritical errors shall be remedied within a reasonable period after observation and logging with ParsePort thereof.
2.3 If errors in third Party software are observed, ParsePort is only obligated to inform the manufacturer of the error, encouraging the manufacturer to remedy the defective software within a reasonable period. In the event of critical errors or errors that significantly reduce the use of the XBRL Inspector for YOU, ParsePort shall use reasonable best efforts to create a temporary “work around”.
2.4 The XBRL Inspector is hosted at Microsoft Azure (EU/EEA), therefore ParsePort undertakes through Microsoft Azure the daily operations and supervision of the XBRL Inspector and arranges for the ongoing backup etc. ParsePort, in its sole discretion, may have the replace the XBRL Inspector’s hosting provider at any time and for no specified reason and shall inform its users if it decides to do it.
2.5 ParsePort is not liable for any interruptions in operation that may occur in the transmission of data between ParsePort’s operations centre and YOU, your internet domain(s) or the Authorized Users’ internet domain(s), unless such interruptions are caused by errors in the XBRL Inspector.
2.6 Product Support: is provided free of charge. It includes all support needed that is related to the technical aspects of the XBRL Inspector cf. clause 2.1, 2.2 and 2.3 above.
2.6.1 Product Support can be requested by email to firstname.lastname@example.org or by phone (+45) 53 53 00 10 during ParsePort’s working hours: Monday-Thursday from 8:30-16:30 (CET) and Friday: from 8:30 – 16:00 (CET) excluding in Danish official holidays. For support outside of ParsePort’s working hours a response time will be calculated according to the priority level of each case as defined by ParsePort. All support response times are calculated based ParsePort’s working hours.
2.7 Paid Support: For any other support needed by YOU not included in the Product Support, ParsePort is entitled to an hourly fee that will be calculated by ParsePort according to the support requested, its complexity and estimated resolution time. ParsePort’s initial hourly rate is two hundred and fifty euros per hour (€ 250, – /hour).
2.7.1 Paid Support can only be requested by email to email@example.com and shall be done as much as in advance as possible, but no less than five (5) working days in advance from the date YOU expect to receive ParsePort’s support.
2.8 Webinar: Webinars shall be hosted periodically, free of charge and at ParsePort’s own convenience. The Webinars are exclusively hosted for XBRL Inspector’s users and their dates shall be published on ParsePort’s website from time to time. ParsePort has no obligation and will not notify YOU on when the Webinars will take place, it is your obligation to follow up on it if YOU want to join a Webinar.
2.8.1 Webinar’s structure: each Webinar will be composed of a short presentation of a relevant topic by ParsePort and a short question and answer (“Q&A”) section where YOU will have the opportunity to clarify generic questions related to the XBRL Inspector.
3.1 Contact Person
3.1.1 YOU should appoint a contact person (“Contact Person”) who shall act as contact person towards ParsePort. The Contact Person may be replaced by YOU providing to ParsePort a written notification containing the new Contact Person’s contact information and the date of replacement.
3.1.2 The Contact Person shall handle the overall administration of your right to use the XBRL Inspector under this LICENSE AGREEMENT.
3.2 User administration
3.2.1 YOU assume full and unlimited liability and will bear all parts of the risks of your usage and/or your Authorized Users’ usage of the XBRL Inspector and the planning of the user administration expediently and in such a way that usernames and passwords cannot be misused to obtain unauthorised access to the XBRL Inspector.
3.2.2 If an Authorised User uses the XBRL Inspector in violation of this LICENSE AGREEMENT, ParsePort is entitled to, immediately and without previous notification, exclude such user from the XBRL Inspector.
4. Fees and payment terms
4.1 Fees: Free of charge.
4.2 Fees’ review: ParsePort reserves its rights to, every calendar year, review and perhaps adjust the XBRL Inspector fees. In case the fees are adjusted, ParsePort shall notify you in written and no later than two (2) months in advance from the end of your current License Period. The updated fees shall then apply for the next License Period and any subsequent ones.
4.3 Payment Terms: If any paid service or product is purchased, ParsePort will invoice YOU. ParsePort’s invoices are due for payment upon receipt, the last due payment date being thirty (30) days after the invoice date. If an invoice has not been settled for a period of more than thirty (30) days after the invoice date, ParsePort is entitled to add default interest per the provisions of the Danish Interest Act.
5. Personal data
5.1 ParsePort does not collect, process, or store any sensitive personal data on your behalf nor on behalf of your Authorized Users.
5.2 YOU acknowledge and agree that ParsePort is authorized and will store: (i) your contact information for the exclusive purpose or communicating with YOU; (ii) this LICENSE AGREEMENT for internal compliance purposes and (iii) the business email addresses provided by YOU for the creation of your Authorized Users’ login credentials.
5.3 The login credentials are individual and non-transferable and will be administrated exclusively by YOU. ParsePort will have no access to any data that is uploaded to the XBRL Inspector by YOU and/or your Authorized Users.
5.4 YOU acknowledge and agree that there will be no storage of data by the XBRL Inspector. All data uploaded to the XBRL Inspector will remain in the memory for a period of fifteen (15) minutes from its upload to the XBRL Inspector and will automatically be flushed out after that.
5.5 ParsePort complies with the General Data Protection Regulation (EU Regulation 2016/679 of 27 April 2016 on the protection of natural persons about the processing of personal data and on the free movement of such data (“GDPR”)) and will only process your personal data on your behalf for the exclusive purposes of the fulfilment of its obligations under this LICENSE AGREEMENT, which you hereby authorizes, and for any other purpose required by YOU, in written, and according to your written instructions.
5.6 ParsePort has made the technical and organisational arrangements deemed necessary to guarantee that any data uploaded in the databases of the XBRL Inspector: (i) is not accidentally or unlawfully destroyed, lost, or impaired, (ii) is not communicated to any third Parties, (iii) is not wrongly processed and (iv) is not otherwise processed by ParsePort in conflict with the GDPR, your written instructions, when applicable, and the Danish Data Protection Act (in Danish: “Databeskyttelsesloven”).
6.1 ParsePort does not warranty any specific results nor bear any part of the risks from your use of the XBRL Inspector. YOU are the only responsible for the quality of the data you input to the XBRL Inspector and so the only responsible for the output generated from the XBRL Inspector.
6.2 ParsePort warrants that it holds all permits, licenses, approvals etc., required for ParsePort to sustain operation and maintenance of the XBRL Inspector in accordance with this LICENSE AGREEMENT.
6.3 YOU warrant that YOU and your Authorized Users will not use the XBRL Inspector for collection, registration, storage, processing, or manipulation of data in violation of any applicable legislation and this LICENSE AGREEMENT.
6.4 YOU warrant that neither YOU nor your Authorized Users will use the XBRL Inspector for any other purpose and in any other way than this LICENSE AGREEMENT allows.
6.5 YOU warrant that YOU have obtained all required permits from public authorities etc. with respect to the implied collection, storage, use etc. of data.
7. Ownership and rights of use
7.1 Nothing in this LICENSE AGREEMENT, is intended nor shall intend or imply any transfer, creation or assignment of property rights, especially intellectual property rights of ParsePort’s products and services to YOU or your Authorized Users, including without limitation: ParsePort’s software, the XBRL Inspector and all their related assets, aspects and material through your usage of them, knowhow which ParsePort has developed, or which ParsePort subsequently may (perhaps in cooperation with YOU and/or your Authorized Users) develop related or not with the XBRL Inspector.
7.2 ParsePort has and will maintain the full, exclusive, undivided, and unrestricted rights of ownership and/or use of all aspects of the XBRL Inspector. This also applies to the user manuals, reporting formats, training material and other tangible and intangible assets and knowhow which ParsePort has developed, or which ParsePort subsequently may develop for usage of the XBRL Inspector.
7.3 Within the scope of this LICENSE AGREEMENT, YOU are acquiring a limited, non-exclusive, non-transferable, and temporary license to use the XBRL Inspector for the exclusive purpose of review, analyse, audit, and validate XBRL or iXBRL reports. Neither YOU nor your Authorized Users have the right or ParsePort’s authorization to modify, copy, extract, deconstruct, incorporate, share and/or use, any of the XBRL Inspector’s components, tangible and/or intangible assets and aspects whatsoever for any projects, activities, or purposes whatsoever.
7.4 YOU have and will maintain the full, undivided, and unrestricted rights to all data uploaded by YOU and/or your Authorized Users to the XBRL Inspector during the term of this LICENSE AGREEMENT.
7.5 Upon termination and to the extent it is possible, each Party is obligated, upon request from the other Party to hand over any material which is the property of the other Party and in the possession of the first mentioned Party. Such request must be made in writing no later than six (6) months after the termination or expiry date of the Agreement.
8. Confidentiality and non-disclosure obligation
8.1 Confidential Information or Information: means all non-public business-related information, written or oral, disclosed or made available by the Disclosing Party to the Recipient , directly or indirectly, through any means of communication or observation including but not limited to: all that relates to this LICENSE AGREEMENT and to ParsePort’ products and services, software, the XBRL Inspector and all its aspects, all intellectual property, strategic business information, certificates, audit reports, financial statements or projections, business plans, prototypes, drawings, data, trade secrets, business records, customer lists, supplier agreements, partnership, LICENSE AGREEMENTs, marketing plans, employee lists, policies and procedures, information relating to processes, security information, technologies developed or to be developed or theory and any other information which may be disclosed by the Disclosing Party to the Recipient in relation with this LICENSE AGREEMENT.
8.2 Each Party is obligated to observe unconditional secrecy with respect to any Information exchanged between the Parties in connection to this LICENSE AGREEMENT, including information about the Authorized Users and information about personal passwords and user IDs used to control access to the XBRL Inspector. The information about the Authorized Users must only be used for the warranted handling of ParsePort’s administrative obligations with respect to the XBRL Inspector.
8.3 ParsePort is obligated to treat data which is uploaded into the XBRL Inspector as Confidential Information which may not be copied, reproduced, or disclosed, in full or in part, to any third Party without your written consent. ParsePort is obligated to ensure that ParsePort’s employees and subcontractors having access to the XBRL Inspector are subject to the same confidentiality.
8.4 Non-Disclosure obligation:
8.4.1 The Recipient acknowledges the competitive value and confidential nature of the Information and the damages that would result to the Disclosing Party if any such Information were disclosed.
8.4.2 The Recipient ensures that it will not use the Confidential Information in any way other than what this LICENSE AGREEMENT allows.
8.4.3 YOU are not allowed to disclose Confidential Information to any other legal entity than the one signatory of this LICENSE AGREEMENT, no matter if affiliated or not.
8.4.4 The Recipient shall: (I) always keep the Information confidential;(ii) use the same degree of care to avoid unauthorized disclosure of the Information as it employs with respect to its own information which it does not desire to disclose; and (iii) always use at least all reasonable means to avoid unauthorized disclosure of information.
8.4.5 Disclosure may be authorized only by previous written consent given by the Disclosing Party to Recipient.
8.5 Confidential information made available under this LICENSE AGREEMENT and copies thereof must be deleted or returned at the earlier of either:
• six (6) months after this LICENSE AGREEMENT is terminated; or
• when the Party owning the Confidential Information makes such request in writing.
8.6 The confidentiality and non-disclosure obligations specified in this clause 8 shall survive to the termination of this LICENSE AGREEMENT.
9.1 YOU are being granted by this LICENSE AGREEMENT the right to use the XBRL Inspector (cf. clause 7.3) for a period of twelve (12) months (“License Period”) from the Effective Date.
9.2 Without a cause/ by convenience: ParsePort has right to terminate this LICENSE AGREEMENT and revoke your right to use the XBRL Inspector, at any time and without further penalty, obligation, or liability. ParsePort will notify you, without undue delay and no later than one (1) month before the end of the current License Period in case it decides to terminate this LICENSE AGREEMENT and revoke your right to use the XBRL Inspector.
9.3 With a cause: ParsePort has right to immediately terminate this LICENSE AGREEMENT and revoke your right to use the XBRL Inspector, without further penalty, obligation, or liability to ParsePort if YOU and/or your Authorized Users violate any disposition of this LICENSE AGREEMENT. ParsePort will notify you and proceed according to clause 9.6 below.
9.4 If not terminated by ParsePort, this LICENSE AGREEMENT shall continue in force for a subsequent new Current Term each time.
9.5 YOU are also allowed to terminate this LICENSE AGREEMENT at any time and without further penalty, obligation, or liability to YOU. If YOU decide no longer to use the XBRL Inspector, you shall provide ParsePort a written notice to inform ParsePort of the exact date when you will stop using the XBRL Inspector and ParsePort will then proceed according to clause 9.6 below.
9.6 With effect from the date of termination, all authorizations of use shall terminate and YOU and your Authorized Users’ right to use the XBLR Inspector will lapse. ParsePort then will block your access and cancel any login credential issued to YOU and your Authorized Users without previous notification.
10. Force majeure
10.1 Neither Party is liable for any delay or defects because of circumstances beyond the reasonable control of the concerned Party (force majeure), including in the event of mobilisation, war, natural disasters, strikes/lockouts, restrictions with respect to use of power and/or communication lines, including power blackout and breakdown of communication lines, which the Party could not, within reason, have foreseen, avoided, or overcome. In the event of force majeure, the Parties’ obligations are suspended as long the event is reasonably deemed to continue. Force majeure may only be claimed, if the concerned Party has notified the other Party thereof no later than ten (10) days after the event of force majeure having occurred.
11. Complaints, breach, and immediate termination
11.1 If a Party breaches its obligations under this LICENSE AGREEMENT, the other Party is, by registered mail or email entitled to order the Party in breach to remedy the breach within a period of twenty (20) days as from the time of receipt of the claim. If the Party in breach does not comply with the claim and if a material breach exists, the other Party is entitled to terminate this LICENSE AGREEMENT without further notice, if the claim indicated that the breach was deemed to be a material breach. If YOU enter negotiations for voluntary arrangements with creditors or compulsory arrangement with creditors or apply for reconstruction or is administered in bankruptcy, this LICENSE AGREEMENT may notwithstanding this clause 11.1 be terminated immediately and without prior notice, unless otherwise dictated by mandatory law.
12. Limitations to the liability of ParsePort
12.1 Notwithstanding the provisions in the clause 10 and 11, ParsePort’s obligation to compensate through damages and or losses is subject to the following limitations:
12.1.1 ParsePort is at no time liable for and bears at no time any part of the risk for the quality of any calculations, data classifications or work results or output generated using the XBRL Inspector based on data uploaded to the XBRL Inspector by or from YOU and/or your Authorized Users.
12.1.2 ParsePort is at no time obligated to compensate YOU and/or your Authorized Users for any indirect or consequential loss, including but not limited to loss of expected earnings, loss of data, expenses for remedial action of damage to or errors in data or any loss because of covering purchases made.
12.1.3 ParsePort shall only be liable for direct damages and/or losses caused by its intentional misconduct or gross negligence.
12.1.4 The maximum compensation which ParsePort may be ordered to pay under this LICENSE AGREEMENT cannot exceed, in aggregate, EUR 10.000 (ten thousand euros).
13. Applicable law and jurisdiction
13.1 The Agreement is governed by Danish law, excluding its conflict of law provisions.
13.2 To the extent possible, the Parties must attempt to amicably resolve any dispute with respect to the application or interpretation of this LICENSE AGREEMENT through negotiations. Disputes, which cannot be amicably resolved by the Parties, must be brought before the ordinary courts of Denmark with the Copenhagen City Court as agreed competent jurisdiction with access to referral and appeal in accordance with the Danish Administration of Justice Act.
14. Assignment and subcontractors
14.1 YOU are not entitled to assign any rights and obligations under this LICENSE AGREEMENT to any third Party without the prior written consent of ParsePort. Your Authorized users must belong to the same legal entity signatory of this LICENSE AGREEMENT.
14.2 ParsePort is entitled to assign rights and obligations under this LICENSE AGREEMENT to any company or legal entity, which is affiliated with ParsePort.
14.3 ParsePort is entitled to assign rights and obligations under this LICENSE AGREEMENT as part of a transfer of ParsePort’s business activities, in part or in full, irrespective that such transfer is made to a company or other legal entity not affiliated with ParsePort.
15. Marketing authorisation
15.1 YOU acknowledge and agree that, from the Effective Date, ParsePort has the right and so it can refer, in written and/or orally, to the existence of a customer-supplier relationship with YOU, the existence of this LICENSE AGREEMENT, in marketing presentations to prospects and in ParsePort’s website and social media posts.
15.1.1 Notwithstanding clause 15.1, the content of this LICENSE AGREEMENT shall always remain confidential.
15.2 YOU acknowledge and agree that, from the Effective Date, ParsePort can request your authorization for the use of your trademarks, service marks, or other proprietary marks, including but not limited to the use of your logo, mention in success stories, marketing presentations and in ParsePort’s website and social media posts.
15.2.1 The request for authorization mentioned in 15.2 must follow your internal procedure. ParsePort will request your authorization in written to the Contact Person, unless otherwise instructed by YOU.