Terms of service agreement

1. Terms of use of the subscription

These terms and conditions (“Terms and Conditions“) govern the rights and obligations in connection with any use of the services provided by Ascend ApS (“Ascend”). The services of Ascend include – but are not limited to – the website(s), Ascend application(s), blog(s), news mail(s), customer support, help section(s) and guidance provided by Ascend (”Services”), based on the solution developed by the Company (“System”).

Ascend is providing business-to-business (“B2B”) applications and only registered companies are entitled to sign up for a subscription.

In addition to these Terms of service, the Customer is bound by Ascend´s privacy policy.

2. Acceptance of the subscription

When using the service, the Customer accepts these Terms and Conditions, as outlined below.

These terms and conditions apply to any legal entity (“Customer”) that uses the Services.

3. Additional services

If a service ordered by the Customer is not comprised by the subscription price set out in clause 5, Ascend shall give note to the Customer that such services are subject to additional payment to Ascend according to Ascend´s at all times applicable fees. These Terms and Conditions apply also to such additional services.

4. Duration and termination of the subscription

The subscription commences from the date the Customer signs up for the service on the website, or through a representative of Ascend.

The paid subscriptions commence as described in the service agreement.

The subscription is binding for the subscription period of 12 months after subscription (“Term”). At the end of each Term, the subscription will automatically be renewed for another Term unless cancelled in advance by the Customer with a notice of at least three months.

Customer will not be entitled to a refund for prepaid billing periods, if subscription terminated in a billing period.

Ascend shall (without prejudice to any other rights or remedies it may have) be allowed to cancel or limit the subscription immediately without giving the Customer prior notice, if the System, Services or subscription is misused (including – but not limited to – use by, or for data processing for, other people or organizations) or the Customer otherwise breaches its obligations towards Ascend.

5. Price and payment terms

The first invoicing period runs from the date when the Customer places the first order. Payment is made quarterly via credit card or manual invoice.

If payment is delayed, Ascend is entitled to default interest and the Customer will be charged €200 for each rejection to cover administrative costs. Additionally, Ascend may decide to cancel, limit, terminate or delete the Customer´s subscription, including suspend the System and limit the Customer´s access to data. Ascend will not be responsible for any loss, damage, costs, expenses or other claims of the Customer or any third party resulting from such action. Delay of any payment constitutes a material breach of these Terms and Conditions.

Prices, rates and subscription types may be subject to annual changes in accordance with the Danish consumer price index. Changes will be communicated directly to the customer by e-mail, in the Service, or via Ascend website.

The Customer agrees to the use of email (using an email address specified by the Customer) or another electronic method of transmission as the medium for sending invoices and reminders.

6. Customer data

The Customer holds all rights to the data provided by the Customer to Ascend.

In relation to all material uploaded by the Customer and all other Customer data, the Customer grants unlimited rights to Ascend, industry bodies and institutions a right to use the data to improve flight safety and to further improve the Services and System provided by Ascend free of charge. This includes for the avoidance of doubt the right for Ascend to share data with third parties, including airports, airline companies, flight operators and other relevant third parties, provided that such submission is made in anonymous form.

The Customer represents and warrants that no uploaded material or Customer data will infringe third party rights or intellectual property rights and will not contain any material that is obscene, offensive, inappropriate or in breach of any applicable law.

Data belonging to the Customer can be deleted 45 days after the expiry of the subscription by Ascend; however, at the earliest 5 years after such data has been provided to Ascend by the Customer. Ascend reserves the right to delete Customer data after termination of the subscription regardless of the reason for termination, and Ascend is not obligated to store any Customer data after such time unless required by law or any regulation. However, data can be archived, used and analyzed by Ascend in order to improve the System, the Services or flight safety, in general.

If requested, data belonging to the Customer can be returned in an open readable format.

Should any legal entity require information for audit, safety or compliance purposes, Ascend is entitled to supply the data. Customers will always be notified prior to releasing data or information.

7. Taxes

All prices are displayed without VAT. International customers outside of the EU and customers in the EU with valid EU VAT ID will not be charged VAT, subject, however, always to applicable tax/VAT legislation.

8. Operating stability and Service Level (SLA)

Ascend strives towards the highest possible operational stability, but shall not be responsible or liable for any breakdowns or service interruptions, including interruptions caused by factors beyond Ascends control; this includes power failures, defective equipment, Internet connections, tele operator’s connections or the like. The Application and the service is provided “as is” and Ascend expressly disclaims any further representations, warranties, conditions or other terms, express or implied, by statute, collaterally or otherwise, including but not limited to implied warranties, conditions or other terms of satisfactory quality, fitness for a particular purpose or reasonable care and skill.

Ascend relies on satellite data from third parties. The quality, quantity and delivery hereof is outside the control of Ascend, and Ascend has no liability in this respect.

In the event of an interruption of service, Ascend will use reasonable commercial actions to restore normal operations as soon as possible.

9. Maintenance of the System

Ascend is, at any time, entitled to make operational changes to the System for improvements, maintenance or error detection. System updates and new features are delivered regularly providing new functionality, features and corrections. In case of unattended disruption to the service, Ascend shall notify provide its Customers with relevant information and actions.

In some circumstances, it may be necessary to suspend access to the System, usually between 10 pm and 7 am CET. Notice of such a suspension will be given to the Customer in advance if possible as defined above. Ascend will not be responsible for any consequences of such a suspension.

10. Rights

The System and any and all components of the Systems belong to Ascend. The Customer obtains solely a right to use the System and no intellectual property rights are assigned to the Customer. Any development or adaptations made to such intellectual property by Customer shall be owned by Ascend. The Customer shall notify Ascend of any actual or suspected infringement of Ascend´s intellectual property rights and any unauthorized use of the Application that the Customer is aware of.

The Customer accepts that Ascend is entitled to use subcontractors in all matters, including for the implementation and operation of the Application and the storage of Customer data.

The System is protected by copyright and remains the full property of Ascend.

Individually customized software, developments, amendments and improvements relating to the System also remains the property of Ascend unless otherwise stipulated.

Ascend may not at any time transfer its rights and obligations under this agreement to any Ascend affiliate, subsidiary or business unit.

The rights and obligations under this agreement may not be transferred to any third party without the written consent of the other party.

11. Liability of Ascend

Ascend shall be liable only if and to the extent such liability can be derived from Danish mandatory rules, and with the following specific limitations applying both in respect of damages on goods (DK: tingsskade), personal injuries (DK: personskade) and product liability (DK produktansvar):

  • (i) Ascend shall under no circumstances be liable in contract, tort (including negligence), statutory duty, pre-contract or otherwise arising out of or in connection with these Terms and Conditions or the Application, System or Services for any consequential, indirect or special loss or damage, including loss of revenues, profits, contracts, business or anticipated savings and loss of goodwill, reputation or data.
  • (ii) Ascend is not liable for third party solutions which are available via and/or integrated with the Application, Services and/or System. Consequently, Ascend cannot be held liable for the correctness, completeness, quality and reliability of the information or for the results, which are achieved by means of such third party solutions. Moreover, Ascend cannot be held liable for the availability, security or functionality of such third party solutions, including for any damage and/or loss caused by such third party solutions. The Customer is responsible for proving that a loss or damage suffered by the Customer is not attributable to any third party solutions. Ascend is not liable for any matters, facts, actions or omissions outside the control of Ascend.
  • (iii) The maximum liability of Ascend shall, in respect of any one or more events or series of events (whether connected or unconnected) taking place within any twelve-month period, be limited to the fees paid by Customer in such period or €50,000, whichever is the greater.

All information from Service and Ascend is only to be interpreted as guidance. It’s the sole responsibility of the Customer or any sub-contractor to the Customer to validate information and data provided.

12. Data Protection and Confidentiality

The Customer confirms that they are authorized to instruct Ascend to process any such information and that all instructions given will be lawfully.

Ascend is bound by secrecy in respect of any information received about the Customer and will not disclose such information to any third party, except where it is required to do so by any court or regulatory authority and in that case only to the extent necessary or when required by industry bodies, organs or authorities.
Ascend will keep confidential all of the Customer’s confidential information that the Customer provides to Ascend save to where such information has come into the public domain other than by breach of this clause, or where Ascend has obtained the information from a third party without a duty of confidence or where it is required to be disclosed by a regulatory or government body or court of competent jurisdiction.

Ascend shall take all necessary technical and organizational security measures to ensure the safe and secure processing of any Customer data and prevent system information from being accidentally or illegally destroyed, lost or wasted and to prevent such information from falling into the hands of any unauthorized party or from being misused.

At the Customer’s request Ascend will provide sufficient information to enable the Customer to ensure that the said technical and organizational measures have been taken. Ascend shall be permitted to charge the Customer for such work at its standard consultant rates of €125 pr. hour.

Where the Customer provides information, user names or passwords in relation to any third party information feed or service to Ascend, the Customer shall warrant that the provision of such information or the integration of the Application with such third party feed or service or the storage and use by Ascend of such information shall not breach the terms and conditions for such service or any other third party rights. The Customer shall indemnify and hold harmless Ascend from any and all loss, damage, cost and expense arising from breach of this clause.

Ascend is liable for loss of the Customer´s data within the limits described under ”Liability of Ascend”.

13. This Entire Agreement

These Terms and the subscription contain the entire agreement between the parties and supersede all previous correspondence or communications whether written or verbal.

14. Disputes

These Terms and Conditions are governed by Danish law. Any dispute concerning these shall be settled in accordance with Danish law at Ascend’s venue. However, Ascend shall be entitled to require any dispute settled by arbitration in accordance with the rules of the Danish Institute of Arbitration.