1. Introduction

These Terms of Use govern the provision of the Software as a Service application SmartCon (hereinafter referred to as “SmartCon”) by BIMCO Informatique A/S (hereinafter referred to as "BIAS") to the customer (hereinafter referred to as the "Customer"). By using SmartCon, the Customer agrees to be bound by these Terms of Use.

2. Authorisation

BIAS grants the Customer a non-exclusive, non-transferable right to use SmartCon. The Customer shall not sub-license, sell, lease, or otherwise transfer its rights to use SmartCon to any third party without the express written permission of BIAS.

3. Agreements and Policies

By agreeing to these Terms of Use, the Customer also agrees to the SmartCon Data Processing Agreement, the BIMCO Privacy Policy and Cookie Declaration.

Under the SmartCon Data Processing Agreement, the Customer is “The Controller”, exercising control of the data inputted into SmartCon and BIAS is “The Processor”, processing data under instructions defined in the Data Processing Agreement.

4. Customer Data

The Customer shall be solely responsible for the data that the Customer inputs into SmartCon. BIAS shall have no liability for any loss or damage resulting from the Customer's use of SmartCon or for any errors or omissions in the data input by the Customer.

5. Use of AI

SmartCon may include features that use artificial intelligence (AI) technology. The Customer acknowledges and agrees that the results generated by AI offered as functions in SmartCon are provided for informational purposes only and that BIAS makes no representations or warranties as to the accuracy of such results.

BIAS analyses data from SmartCon by using AI to provide and improve features in SmartCon and any related products and to assist BIMCO’s contractual work. The foundation for processing contract and clause data is guarded by only using anonymised data from SmartCon which excludes sensitive information. The Customer can always opt out of using the AI features

6. Force Majeure

BIAS shall not be liable for any delay or failure to perform its obligations under these Terms of Use if such delay or failure is due to events beyond its reasonable control.

7. Copyright

SmartCon and all related materials, including but not limited to software, contracts, clauses, documentation and user interfaces are protected by copyright and other intellectual property laws.

The Customer is allowed to share and store the pdf files generated as output from SmartCon among parties to the contract, advisors and consultants. The Customer is not allowed to copy, modify or reverse-engineer any parts of SmartCon or any related materials without the prior written consent of BIAS.

8. Access, Expiration and Termination

The Customer will be charged for the use of SmartCon in accordance with the pricelist published on the BIMCO website. Subscriptions to SmartCon automatically expire one year from the date of commencement, unless renewed. Access by Pay-As-You-Go Customers expires at the end of the purchased access period. One year after expiration, the Customer’s SmartCon account will be permanently closed and data handled in accordance with the agreements and policies referred to in above 3. Agreements and Policies.

If the Customer chooses to end their access to SmartCon before the expiry date, the Customer shall not be entitled to a refund of any prepaid fees.

If the Customer breaches any of its obligations under these Terms of Use BIAS may remove the Customer's access to SmartCon with immediate effect.

BIAS may modify these SmartCon Terms of Use at any time but must provide Customers with at least thirty days’ notice of any modifications.

9. Support

BIAS will provide support services to the Customer for SmartCon during the term of the subscription. Support services will be provided via email and online when support staff are available.

10. Liability

In no event will BIAS be liable to the Customer for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with the use of SmartCon, whether or not BIAS has been advised of the possibility of such damages. BIAS' liability to the Customer for any claim relating to SmartCon will be limited to the amount paid by the Customer for the subscription to SmartCon during the 12-month period immediately preceding the date of the claim.

11. Governing Law and Jurisdiction

These Terms of Use shall be governed by and construed in accordance with the laws of Denmark. Any disputes arising out of or in connection with these Terms of Use shall be subject to the exclusive jurisdiction of the Danish courts.