Humalyzer ApS – subscriptions, single tests and related services.

1.1 The services are provided by Humalyzer ApS, Danish company registration (CVR) no. 46379721, Ceresbyen 36, 2.1, 8000 Aarhus, Denmark ("Humalyzer").

1.2 Humalyzer can be contacted at support@humalyzer.dk.

2.1 These terms and conditions apply to any agreement between Humalyzer and the customer (the "Customer") regarding access to Humalyzer's platform, subscriptions, single tests, team analyses and other services (collectively the "Services").

2.2 The basis of agreement consists of (i) the accepted quotation, the specific agreement or order confirmation (the "Order"), (ii) the data processing agreement and (iii) these terms and conditions. In the event of any inconsistency, the documents shall take precedence in the order listed. However, in matters concerning the processing of personal data, the data processing agreement shall always take precedence.

2.3 The Services are offered exclusively to businesses, public authorities and other organisations. By entering into the agreement, the Customer confirms that it is acting in the course of its business. The rules of the Danish Consumer Contracts Act (forbrugeraftaleloven), including the rules on the right of withdrawal, therefore do not apply.

2.4 The Customer's own purchasing terms or other standard terms shall not apply unless expressly accepted by Humalyzer in writing.

2.5 Amendments and additions to the basis of agreement are only valid if agreed in writing. For the purposes of these terms, "in writing" includes e-mail.

3.1 A quotation from Humalyzer is valid for 30 days from the date of the quotation, unless otherwise stated in the quotation or the quotation is withdrawn before then.

3.2 The agreement is binding on both parties when the Customer has accepted a quotation from Humalyzer in writing, or when Humalyzer has confirmed the Customer's order in writing. If the Customer starts using the platform, the agreement shall in any event be deemed concluded.

3.3 Orders may be placed in writing, via the platform or by telephone. Telephone orders are confirmed in writing by Humalyzer.

4.1 Humalyzer provides a web-based platform (software as a service) for profile analyses as well as related services. The Services are offered in the following forms:

• Single tests: Access to the platform, where the Customer purchases tests individually as needed. Includes access to the system as well as introduction and onboarding. Does not include access to the team module Navigate team profile.
• Pro subscription: For organisations with fewer than 50 employees. Includes access to the system, introduction and onboarding, and access to Navigate team profile.
• Enterprise subscription: For organisations with 50 or more employees, with no cap on the number of employees. Includes access to the system, introduction and onboarding, and access to Navigate team profile.
• Team analysis: A facilitated programme that can be purchased separately, with or without a subscription, cf. clause 9.

4.2 The specific content, scope and agreed price are set out in the Order.

4.3 The number of employees is calculated as the total number of employees in the legal entities covered by the agreement at the time the agreement is concluded. The number of employees is used solely to determine the size of the organisation and does not limit the number of tests and reports under the subscription, unless otherwise stated in the Order. The Customer shall inform Humalyzer if the number of employees under a Pro subscription reaches 50 or more. In that case, Humalyzer may transfer the Customer to the Enterprise subscription with 30 days' written notice.

4.4 Humalyzer continuously develops the platform and may change functionality, design, test content and reports, provided that such changes do not materially reduce the core functionality of the platform during an ongoing subscription.

5.1 During the term of the agreement, the Customer is granted a time-limited, non-exclusive and non-transferable right to use the platform for internal use within the Customer's own organisation.

5.2 User accounts are personal and may not be shared. The Customer is responsible for all use of the platform via the Customer's user accounts and shall notify Humalyzer immediately if unauthorised access is suspected.

5.3 The Customer may not resell, rent out or otherwise make the platform, tests or reports available to third parties, including using them as part of advisory services to the Customer's own clients, without a separate written agreement with Humalyzer.

5.4 The Customer may not copy, modify, decompile or attempt to derive test questions, scoring models, algorithms or any other underlying logic of the platform.

6.1 A subscription (Pro or Enterprise) runs from the start date stated in the Order. The subscription cannot be terminated during the first 12 months (the "commitment period") and may at the earliest be terminated with effect from the expiry of the commitment period.

6.2 After the commitment period, the subscription is automatically renewed for 12 months at a time, unless terminated no later than 60 days before the expiry of the current period.

6.3 Notice of termination must be given in writing by e-mail to support@humalyzer.dk. Communications via other channels, including telephone, chat, e-mail to other addresses or ceasing to use the platform, do not constitute valid notice of termination. Humalyzer will confirm receipt of the notice of termination in writing. If the Customer has not received confirmation within 5 business days, the Customer should contact Humalyzer.

6.4 The Customer is obliged to pay for the entire commitment period and for any renewal period that has commenced, regardless of whether the Customer uses the platform, and regardless of whether payment has been agreed to be made in instalments.

6.5 The purchase of single tests involves no commitment. Purchased tests do not expire and may be used for as long as the Customer has an active account on the platform. Unused tests are not refunded.

7.1 The Customer may at any time upgrade from single tests to a subscription or from a Pro to an Enterprise subscription. Upon upgrading, a new commitment period of 12 months commences from the date of the upgrade. Amounts prepaid by the Customer for the remaining part of the previous subscription are credited on a pro rata basis.

7.2 Downgrading from an Enterprise to a Pro subscription may at the earliest take place at the expiry of the current period and with the same notice as for termination, cf. clauses 6.2 and 6.3.

8.1 Prices are set out in the Order. All prices are stated in Danish kroner (DKK) exclusive of VAT and other public charges.

8.2 Subscriptions are invoiced in advance on a monthly, quarterly or annual basis as agreed. Single tests are invoiced upon purchase. Team analyses are invoiced when the agreement is concluded, cf. clause 9.2.

8.3 The payment term is net 14 days from the invoice date.

8.4 In the event of late payment, default interest is charged in accordance with the Danish Interest Act (renteloven). Humalyzer may also charge reminder fees and compensation in accordance with the Danish Interest Act as well as reasonable collection costs.

8.5 If the Customer has overdue debt, Humalyzer may, after 8 days' written notice, suspend the Customer's access to the platform until payment is made. Suspension does not release the Customer from its payment obligation.

8.6 The Customer may not set off or withhold payment without Humalyzer's prior written consent.

8.7 The agreed price is fixed during the commitment period. Thereafter, Humalyzer may adjust the price with effect from a renewal by giving written notice no later than 90 days before the expiry of the current period, so that the Customer has the opportunity to terminate the subscription before the notice deadline. Changes in VAT and other public charges may, however, be implemented with effect from the date on which the change enters into force.

9.1 A team analysis is a facilitated programme that can be purchased separately, with or without a subscription. The content, scope, timetable and price of the programme are agreed in the Order and may, for example, include profiles for the team members, individual feedback, a facilitated workshop and a team report with recommendations.

9.2 A substantial part of the programme consists of preparation, resource allocation and data analysis prior to the actual delivery. Humalyzer therefore commences work when the agreement is concluded, and the programme is invoiced at that time.

9.3 Cancellation must be made in writing to support@humalyzer.dk. In the event of cancellation, the following applies, calculated from the first scheduled session:

• More than 4 weeks before: free of charge. Amounts already paid are credited.
• Between 4 and 2 weeks before: 50% of the price of the programme is payable.
• Less than 2 weeks before: 100% of the price of the programme is payable.

9.4 If the Customer wishes to reschedule agreed sessions, Humalyzer may charge an administration fee of 5% of the price of the programme.

9.5 Sessions held and reports delivered are not refunded. For in-person delivery, the Customer bears the costs of premises and catering as well as the facilitator's travel and any accommodation, unless otherwise agreed in writing.

9.6 If Humalyzer is prevented from conducting a session due to illness or another unforeseen obstacle, Humalyzer will offer a new date as soon as possible. The Customer may not make any further claims against Humalyzer as a result of the rescheduling.

10.1 Humalyzer aims for high availability of the platform but does not guarantee uninterrupted or error-free operation. Planned maintenance is announced in advance where possible and scheduled outside normal working hours where possible.

10.2 Support is provided via support@humalyzer.dk on business days during normal working hours.

10.3 The Customer must notify Humalyzer of any complaint in writing without undue delay after the Customer has discovered or ought to have discovered an error or defect in the Services. If the Customer fails to notify Humalyzer in due time, the right to invoke the defect is lost.

10.4 Humalyzer remedies justified errors and defects within a reasonable time. If remedy is not successful, the Customer may claim a proportionate price reduction for the period during which the error persisted, unless the error is insignificant.

• The Customer is responsible for ensuring that the Services are used correctly and lawfully, including in accordance with data protection rules, the Danish Equal Treatment Act (ligebehandlingsloven) and the Danish Act on Prohibition of Differential Treatment in the Labour Market (forskelsbehandlingsloven).
• The Customer shall ensure that persons taking a test are informed in advance of the purpose of the test and of how the results will be used.
• Test results may not be used as the sole basis for recruitment, dismissal or other significant decisions concerning a person. The results must be one element among several and be supplemented by the Customer's own professional judgement.
• The Customer shall indemnify Humalyzer against any loss, claim, liability and cost, including reasonable legal fees, incurred by Humalyzer as a result of the Customer's breach, the Customer's use of the Services in breach of the basis of agreement or the Customer's failure to comply with applicable law.

12.1 The Customer is the data controller and Humalyzer is the data processor for the personal data that Humalyzer processes on behalf of the Customer under the agreement. The parties enter into a data processing agreement, which forms part of the basis of agreement.

12.2 The Customer is responsible for ensuring that there is a lawful basis for processing personal data about the persons taking tests and for fulfilling the duty to inform them.

12.3 Personal data is processed and stored within the EU/EEA.

12.4 Humalyzer is an independent data controller for information about the Customer's contact persons and users, which is processed for customer administration, support and invoicing purposes. This processing is described in Humalyzer's privacy policy.

12.5 To the extent permitted by the data processing agreement, Humalyzer may use data in anonymised and aggregated form, in which no individuals can be identified, for statistics, validation and further development of Humalyzer's testing tools and norm base.

12.6 Upon termination of the agreement, the Customer may retrieve reports and data from the platform for 30 days. Thereafter, the Customer's data is deleted in accordance with the data processing agreement.

13.1 All intellectual property rights to the platform, Humalyzer's testing tools and strengths framework, Navigate team profile, test questions, scoring models, report templates, materials and trademarks belong to Humalyzer or Humalyzer's licensors. The Customer acquires no rights beyond the right of use under clause 5.

13.2 The Customer retains ownership of its own data. Reports on the Customer's own employees and candidates may be used freely within the Customer's organisation and shared with the person to whom the report relates. Reports and materials may not otherwise be disclosed to third parties without Humalyzer's written consent.

14.1 The Services are a decision-support tool. Humalyzer is not liable for decisions made by the Customer on the basis of test results, reports or analyses, or for the fitness of the Services for a particular purpose.

14.2 Humalyzer is not liable for indirect loss, including operating loss, loss of profit, loss of data, loss of goodwill or other consequential damage.

14.3 Humalyzer's total liability is in any event limited to the amount paid by the Customer for the Services in the 12 months preceding the event giving rise to the claim.

14.4 Humalyzer is not liable for differential treatment or discrimination resulting from the Customer's use of the Services or the results thereof.

14.5 The limitations of liability in this clause do not apply if Humalyzer has acted intentionally or with gross negligence.

15.1 Neither party is liable for failure or delay in performance caused by circumstances beyond the party's reasonable control, including war, terrorism, epidemics, natural disasters, strikes, lockouts, fire, government orders, failure of power supply, the internet or subcontractors, and cyberattacks that Humalyzer could not reasonably have prevented. Obligations resume once the obstacle has ceased.

15.2 Force majeure does not release the Customer from paying for Services that have been delivered.

16.1 Each party shall treat all confidential information received from the other party as confidential, also after termination of the agreement. This obligation does not apply to information that is or becomes publicly available without breach by the party, or that the party is required to disclose by law or by order of a public authority.

17.1 Either party may terminate the agreement with immediate effect if the other party materially breaches its obligations and has not remedied the breach within 14 days of receiving written notice to do so.

17.2 Material breach on the part of the Customer includes, among other things, failure to pay more than 30 days after the due date, breach of clause 5.3 or 5.4, and use of the Services in violation of the law.

17.3 If Humalyzer terminates the agreement due to the Customer's breach, payment for the remaining part of the commitment period or the current renewal period falls due immediately.

17.4 To the extent compatible with the Danish Bankruptcy Act (konkursloven), Humalyzer may terminate the agreement if the Customer enters into restructuring proceedings, is declared bankrupt or goes into liquidation.

18.1 The Customer may not assign the agreement or any rights and obligations under the agreement without Humalyzer's prior written consent.

18.2 Humalyzer may assign the agreement to an affiliated company or to an acquirer of all or part of Humalyzer's business. The Customer will be notified of any such assignment in writing.

19.1 Humalyzer may amend these terms and conditions with 60 days' written notice. However, material changes to the Customer's detriment shall only take effect for an ongoing subscription from the first renewal after the notice period has expired, unless the change is required by law.

20.1 The agreement is governed by Danish law, excluding Danish rules of private international law that would lead to the application of the law of another country.

20.2 The parties shall seek to resolve disputes amicably. If a dispute cannot be resolved amicably, it shall be settled by the District Court of Aarhus (Retten i Aarhus) as the court of first instance.