1. Introduction and Language

These Terms of Service (“Terms”) govern access to and use of the services provided by JED ApS, VAT Number (CVR) DK35653821 (“JED”, “we”, “us”, or “our”), as further defined in section 2 and described in the Service Schedules.

These Terms constitute a legally binding agreement between JED and the legal entity purchasing, subscribing to, or otherwise using the Services (“Customer”, “you”, or “your”).

By purchasing, activating, accessing, or using the Services, the Customer agrees to be bound by these Terms.

If an individual accepts these Terms on behalf of a company or other legal entity, such individual represents and warrants that they have the authority to bind that entity to these Terms.

1.1 Language

These Terms have been prepared in Danish. JED makes an English version available for the convenience of customers. In the event of any inconsistency between the two language versions, the Danish version shall prevail.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• Services means all services provided by JED under these Terms, including the JEDWare Platform, the Telephony and IT Services, Hardware and Professional Services, as further described in the Service Schedules.
• JEDWare Platform means JED’s cloud-based platform, software, dashboards, wallboards, reports, integrations, APIs, and all related functionality, as described in Service Schedule A.
• Telephony and IT Services means hosted 3CX telephony, related operational and support services, and telephony services resold from Telecommunications Operators, as described in Service Schedule B.
• Hardware means telephones, terminals, and other physical equipment supplied by JED.
• Professional Services means installation, configuration, consultancy, troubleshooting, and other work performed by JED on a time and materials basis.
• Service Schedule means Service Schedule A or Service Schedule B to these Terms.
• Telecommunications Operator means a third-party provider of electronic communications networks or services from which JED resells telephony services.
• Customer means the legal entity purchasing, subscribing to, or otherwise using the Services.
• Customer Data means any information, data, records, configurations, or other content submitted to, transmitted through, or processed by the Services on behalf of the Customer.
• User means any employee, contractor, administrator, or other individual authorised by the Customer to access or use the Services.
• Subscription means the Customer’s licensed access to the Services for a Subscription Period, as purchased by the Customer.
• Subscription Period means the recurring term for which a Subscription is purchased and is binding, as set out in the applicable Service Schedule or Order Form.
• Order Form means any quotation, order confirmation, subscription agreement, online checkout or subscription confirmation, purchase order, or other written commercial agreement between the parties.
• Third-Party Services means any software, platforms, telecommunications systems, APIs, or services not owned or operated by JED that integrate with or are used in connection with the Services.
• DPA means the Data Processing Agreement entered into between JED and the Customer governing the processing of personal data.
• Website means jed-ware.com, jed.dk, and any related websites operated by JED.

3. General Terms

3.1 Structure of these Terms and Related Agreements

These Terms consist of these general terms, which apply to all Services, and the Service Schedules, which apply to the specific Services purchased by the Customer.

The Customer’s purchase and use of the Services is also subject to the following documents.

Agreements between the parties:

• Data Processing Agreement (“DPA”)
• Order Form

Policies published by JED:

• Privacy Policy
• Cookie Policy

In the event of any conflict between these Terms, the Service Schedules, the DPA, and any applicable Order Form or written agreement between the parties, the following order of precedence shall apply:

1. Data Processing Agreement (DPA), solely with respect to the processing of personal data
2. The most recent Order Form or other written agreement

3. The applicable Service Schedule

1. These general terms

The Customer is responsible for reviewing the most current versions of these documents, which are made available through the Website or upon request.

3.2 Eligibility and Business Use

The Services are intended solely for business and professional use. Individuals acting in a personal or consumer capacity may not use the Services.

By accessing or using the Services, the Customer represents and warrants that it:

• is a legally established business, public authority, or other organisation
• has the authority to enter into these Terms and use the Services
• has the authority to connect, authorise, and manage any Third-Party Services used in connection with the Services;
• will use the Services in compliance with all applicable laws, regulations, and industry requirements.

JED may refuse, suspend, or terminate access to the Services if it reasonably believes that the Customer does not satisfy the requirements set out in this section.

3.3 Description of Services

JED provides the Services described in the Service Schedules. Service Schedule A describes the JEDWare Platform. Service Schedule B describes the Telephony and IT Services, Hardware, and Professional Services.

Available functionality and services vary depending on the Customer’s Subscription, licensed modules, connected systems, purchased Hardware, and agreed services.

JED may modify, improve, replace, suspend, or discontinue features or functionality from time to time, provided that such changes do not materially reduce the overall functionality of the Services purchased by the Customer.

3.4 Customer Responsibilities

The Customer is responsible for ensuring that its use of the Services complies with these Terms and all applicable laws and regulations.

The Customer is solely responsible for obtaining and maintaining any necessary rights, permissions, licences, consents, and authorisations required to connect, access, or process data from Third-Party Services used in connection with the Services.

The Customer is responsible for the accuracy, quality, legality, and integrity of all Customer Data submitted to or processed through the Services.

The Customer shall ensure that all Users are authorised to access the Services and comply with these Terms.

The Customer is responsible for maintaining appropriate security measures within its own systems, including account credentials, user permissions, telephony platforms, and connected Third-Party Services.

JED shall not be liable for any interruption, inaccuracy, delay, or failure of the Services resulting from Customer Data, Customer systems, Third-Party Services, or actions taken by the Customer or its Users.

3.5 Customer Data

As between the parties, the Customer retains all rights, title, and interest in and to Customer Data.

The Customer grants JED a limited, non-exclusive right to access, process, transmit, store, and otherwise use Customer Data solely as necessary to provide, maintain, support, secure, and improve the Services in accordance with these Terms and the applicable DPA.

The Customer represents and warrants that it has obtained all necessary rights, permissions, and legal bases required to provide Customer Data to JED and to authorise JED’s processing of such data.

JED does not acquire ownership of Customer Data and shall not sell, disclose, or use Customer Data for purposes unrelated to the provision of the Services, except as required by law or expressly authorised by the Customer.

The Customer acknowledges that the Services may generate reports, dashboards, analytics, metrics, and other outputs based on Customer Data. Such outputs remain Customer Data to the extent they are derived from or identify the Customer’s information.

Upon termination of the Services, Customer Data will be retained, returned, or deleted in accordance with the applicable DPA, retention policies, and legal obligations.

3.6 Accounts and Access

Access to the Services may require one or more User accounts. The Customer is responsible for managing and controlling access to such accounts.

The Customer shall ensure that User accounts are assigned only to authorised individuals and that account credentials are kept confidential and secure.

The Customer is responsible for all activities performed through its accounts, whether such activities are undertaken by authorised Users or by third parties who obtain access through the Customer’s systems or credentials.

The Customer shall promptly notify JED of any suspected unauthorised access, security breach, or misuse of the Services.

JED reserves the right to suspend or restrict access to the Services if reasonably necessary to protect the security, integrity, or availability of the Services or the data processed through them.

3.7 Service Availability and Support

JED will use commercially reasonable efforts to make the Services available and operational on a continuous basis.

The Customer acknowledges that the Services may be temporarily unavailable due to scheduled maintenance, upgrades, emergency maintenance, network interruptions, or circumstances beyond JED’s reasonable control.

JED may perform maintenance, updates, and modifications to the Services from time to time in order to improve functionality, security, performance, or compliance.

Support is provided in accordance with the Customer’s Subscription, the applicable Service Schedule, Order Form, or any separate support agreement entered into between the parties. JED does not provide service level commitments unless expressly agreed in writing.

JED does not guarantee uninterrupted or error-free operation of the Services and shall not be liable for temporary service interruptions, downtime, or delays resulting from maintenance activities, Third-Party Services, Telecommunications Operators, internet service providers, or other external factors.

3.8 Third-Party Services and Integrations

The Services may integrate with, connect to, or rely upon Third-Party Services provided by independent third parties.

The Customer is solely responsible for obtaining and maintaining any subscriptions, licences, permissions, accounts, or agreements required to use such Third-Party Services, except where such services are purchased from JED under Service Schedule B.

JED does not control and is not responsible for the availability, functionality, security, performance, or continued operation of any Third-Party Services.

The Customer acknowledges that changes made by a third-party provider, including modifications to APIs, authentication methods, licensing models, service availability, or technical specifications, may affect the operation of the Services or certain features.

JED will use commercially reasonable efforts to maintain supported integrations but does not guarantee the availability or compatibility of any specific Third-Party Service.

JED shall not be liable for any loss, interruption, delay, inaccuracy, or failure resulting from Third-Party Services or the actions or omissions of third-party providers.

4. Privacy, Security and Compliance

4.1 Data Protection and GDPR

To the extent that JED processes personal data on behalf of the Customer, such processing shall be governed by the parties’ Data Processing Agreement (“DPA”).

The Customer is responsible for ensuring that it has an appropriate legal basis for collecting, processing, and transferring personal data to JED through the Services.

JED will process personal data only in accordance with the Customer’s documented instructions, applicable data protection laws, these Terms, and the DPA.

Each party shall comply with its respective obligations under applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable.

Information regarding JED’s processing of personal data, including the current list of sub-processors, is available in the applicable DPA and the Privacy Policy.

In the event of any conflict between these Terms and the DPA with respect to the processing of personal data, the DPA shall prevail.

4.2 Optional Monitoring Features

Certain Services may include optional monitoring, alerting, reporting, or notification features designed to help the Customer monitor systems, services, performance metrics, or operational events.

Such features are provided as tools to assist the Customer and do not replace the Customer’s own monitoring, operational procedures, security controls, or business continuity measures.

The Customer is solely responsible for determining whether monitoring features are appropriate for its use case and for configuring any alerts, notifications, thresholds, recipients, or reporting schedules.

JED does not guarantee that monitoring features will detect, report, or prevent every incident, outage, performance issue, security event, or other operational condition.

The Customer acknowledges that delayed notifications, unavailable Third-Party Services, connectivity issues, system changes, or other factors beyond JED’s reasonable control may affect the accuracy, timing, or delivery of monitoring results, alerts, or reports.

4.3 Confidentiality

Each party may receive confidential or proprietary information from the other party in connection with the Services (“Confidential Information”).

Each party agrees to protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable degree of care.

Confidential Information shall be used solely for the purpose of providing, receiving, administering, or using the Services and shall not be disclosed to any third party except as required to perform obligations under these Terms or as otherwise permitted by law.

The obligations in this section shall not apply to information that:

• is or becomes publicly available through no breach of these Terms
• was lawfully known to the receiving party before disclosure
• is lawfully obtained from a third party without restriction
• is independently developed without use of the disclosing party’s Confidential Information

A party may disclose Confidential Information where required by applicable law, regulation, court order, or governmental authority, provided that, where legally permitted, the disclosing party is given reasonable notice of such requirement.

The obligations in this section shall survive termination of the Services. Trade secrets and information protected by law shall remain confidential for as long as required under applicable law.

4.4 Security

JED implements and maintains commercially reasonable technical and organisational measures designed to protect the confidentiality, integrity, and availability of Customer Data processed through the Services.

Such measures may include access controls, authentication mechanisms, logging, monitoring, encryption, backup procedures, and other security practices appropriate to the nature of the Services and the risks involved.

The Customer acknowledges that no system, network, or method of electronic transmission or storage can be guaranteed to be completely secure.

The Customer remains responsible for maintaining appropriate security measures within its own environment, including user access management, endpoint security, password policies, and the security of any connected Third-Party Services.

In the event of a security incident involving Customer Data, JED will respond in accordance with applicable law, the DPA, and its internal security procedures.

5. Commercial Terms

5.1 Fees and Payment

The Customer shall pay all fees specified in the applicable Subscription, Order Form, quotation, or other commercial agreement between the parties.

All fees are exclusive of VAT and other applicable taxes unless otherwise stated. The Customer is responsible for all applicable taxes, duties, levies, and governmental charges associated with the Services, excluding taxes based on JED’s income.

Fees for Subscriptions are payable in advance for each Subscription Period. The applicable payment method is set out in the relevant Service Schedule.

All fees are non-refundable except where required by applicable law or expressly agreed by JED in writing. No refund or credit is provided for unused portions of a Subscription Period, for periods during which the Customer does not use the Services, or where a Subscription is terminated before the end of the current Subscription Period.

If a payment fails, or if an undisputed invoice remains unpaid after the applicable due date, JED may suspend access to the Services until payment has been received, provided that reasonable notice has been given to the Customer. Suspension of access does not relieve the Customer of its obligation to pay fees for the affected Subscription Period.

Overdue amounts bear interest from the due date. For Services purchased under Service Schedule A, interest accrues in accordance with the Danish Interest Act (renteloven). For Services purchased under Service Schedule B, interest accrues at 2% per commenced month. JED may charge reminder fees and compensation as permitted under applicable law.

JED may adjust pricing with effect from the beginning of the next Subscription Period by giving the Customer at least thirty (30) days’ prior notice. If the Customer does not accept the adjusted pricing, the Customer may prevent renewal in accordance with section 5.2 and the applicable Service Schedule.

Work performed at the Customer’s request in connection with data subject access requests, data protection impact assessments, supervisory authority proceedings, security questionnaires, audits, or other assistance beyond ordinary operation and support is invoiced by time spent, per commenced hour, in accordance with JED’s applicable price list.

5.2 Subscription Term and Renewal

Subscriptions are purchased for a fixed Subscription Period as set out in the applicable Service Schedule or Order Form.

The Subscription is binding for the whole of the current Subscription Period. Fees for the current Subscription Period remain payable even if the Customer discontinues use of the Services before the end of that period.

Unless renewal is prevented in accordance with this section and the applicable Service Schedule, the Subscription renews automatically for successive Subscription Periods of the same length, and the applicable fees are charged or invoiced at the beginning of each renewal period.

Notice preventing renewal must be given in accordance with the applicable Service Schedule. The Subscription then continues until the end of the current Subscription Period and terminates on that date.

This section does not affect either party’s right to terminate the Services for cause under section 7.5.

5.3 Intellectual Property

Software and platform services are licensed, not sold. Subject to these Terms and the applicable Subscription, JED grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use such Services during the Subscription term. Title to Hardware passes in accordance with Service Schedule B.

JED and its licensors retain all rights, title, and interest in and to the Services, including all software, source code, designs, documentation, APIs, trademarks, logos, reports, dashboards, analytics functionality, and other intellectual property rights associated with the Services.

Except for the limited rights expressly granted under these Terms, no rights or licences are granted to the Customer, whether by implication or otherwise.

The Customer shall not copy, modify, reverse engineer, decompile, disassemble, attempt to derive source code from, or create derivative works based on the Services, except to the extent such restriction is prohibited by applicable law.

Any suggestions, feedback, enhancement requests, recommendations, or other input provided by the Customer regarding the Services may be used by JED without restriction or obligation to the Customer.

Nothing in these Terms transfers ownership of any intellectual property rights from one party to the other.

6. Acceptable Use

The Customer shall use the Services only in accordance with these Terms, applicable laws, and the intended purpose of the Services.

The Customer shall not, and shall not permit any User or third party to:

• use the Services for any unlawful, fraudulent, or unauthorised purpose
• interfere with, disrupt, or attempt to gain unauthorised access to the Services, systems, networks, or data of JED or any third party
• upload, transmit, or distribute malicious code, malware, viruses, or other harmful software through the Services
• use the Services in a manner that could impair the security, availability, or performance of the Services
• circumvent, disable, or otherwise interfere with security features, authentication mechanisms, or usage restrictions implemented by JED
• use the Services in a manner that infringes the intellectual property, privacy, confidentiality, or other rights of any person or entity

JED reserves the right to investigate suspected violations of this section and to take appropriate action, including suspension or termination of access to the Services.

Any enforcement action taken by JED under this section shall be reasonable and proportionate to the nature and severity of the violation.

7. Legal Terms

7.1 Warranties Disclaimer

The Services are provided on an “as is” and “as available” basis to the fullest extent permitted by applicable law.

JED does not warrant that the Services will be uninterrupted, error-free, secure, or available at all times, nor that all defects, vulnerabilities, or errors can or will be corrected.

JED does not warrant that the Services will meet the Customer’s specific requirements, achieve any particular business outcome, or be compatible with all Third-Party Services, systems, or environments.

Except as expressly stated in these Terms or in a separate written agreement between the parties, JED disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and satisfactory quality. Hardware is covered by the manufacturer’s warranty only, as set out in Service Schedule B.

Nothing in these Terms excludes any warranty or right that cannot be excluded or limited under applicable law.

7.2 Limitation of Liability

To the fullest extent permitted by applicable law, neither party shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of business opportunities, loss of goodwill, loss of data, or business interruption, arising out of or relating to the Services or these Terms, even if advised of the possibility of such damages.

To the fullest extent permitted by applicable law, each party’s aggregate liability arising out of or relating to the Services or these Terms shall not exceed the total fees paid or payable by the Customer to JED for the Services under the Service Schedule to which the claim relates, during the twelve (12) months preceding the event giving rise to the claim.

The limitations and exclusions of liability set out in this section apply regardless of the form of action, whether in contract, tort (including negligence), statutory duty, or otherwise.

The limitations set out in this section do not apply to: (a) the Customer’s obligation to pay fees due under these Terms; (b) the Customer’s indemnification obligations under section 7.3; (c) either party’s breach of its confidentiality obligations under section 4.3; or (d) either party’s gross negligence or wilful misconduct.

Nothing in these Terms shall exclude or limit liability to the extent such liability cannot be excluded or limited under applicable law.

7.3 Indemnification

The Customer shall indemnify, defend, and hold harmless JED, its affiliates, officers, directors, employees, and contractors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• the Customer’s use of the Services in violation of these Terms or applicable law
• Customer Data provided to or processed through the Services
• the Customer’s violation of any rights of a third party, including intellectual property rights, privacy rights, or confidentiality obligations
• any act or omission of the Customer or its Users in connection with the Services

JED shall promptly notify the Customer of any claim subject to this section and provide reasonable cooperation, at the Customer’s expense, in the defence or settlement of such claim.

The Customer may not settle any claim in a manner that imposes any obligation or admission of liability on JED without JED’s prior written consent, such consent not to be unreasonably withheld.

7.4 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control.

Such circumstances may include natural disasters, acts of government, war, terrorism, civil unrest, labour disputes, pandemics, epidemics, interruptions in telecommunications or internet services, failures of hosting providers, cloud infrastructure or Telecommunications Operators, supplier failure, power outages, and other events beyond the affected party’s reasonable control.

The affected party shall use commercially reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as reasonably practicable.

If a force majeure event continues for an extended period and materially affects the Services, either party may terminate the affected Services upon written notice to the other party.

7.5 Term and Termination

These Terms shall remain in effect for as long as the Customer uses the Services or maintains an active Subscription.

Either party may terminate the Services by preventing renewal of the Subscription in accordance with section 5.2 and the applicable Service Schedule, or in accordance with the applicable Order Form or other written agreement between the parties.

Either party may terminate the Services immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice.

JED may suspend or terminate access to the Services if the Customer:

• materially violates these Terms
• uses the Services in an unlawful manner
• fails to pay undisputed fees when due
• creates a security risk or threatens the integrity, availability, or operation of the Services

Where JED terminates the Services for cause under this section, no refund of prepaid fees is provided.

Following termination, the Customer may request export of Customer Data within thirty (30) days, in accordance with the applicable DPA. After this period, Customer Data will be deleted in accordance with the DPA and applicable law.

Termination shall not affect any rights, obligations, or liabilities that accrued prior to the effective date of termination, including payment obligations and provisions that by their nature are intended to survive termination.

7.6 Changes to the Services or Terms

JED may modify, update, enhance, or discontinue features of the Services from time to time in order to improve functionality, security, performance, compliance, or user experience.

JED reserves the right to amend these Terms where reasonably necessary to reflect changes in the Services, applicable law, regulatory requirements, business practices, or security requirements.

Material changes to these Terms will be communicated to the Customer through the Services, by email, or by other reasonable means prior to becoming effective.

The Customer’s continued use of the Services after the effective date of updated Terms constitutes acceptance of the revised Terms.

If the Customer does not agree to a material change to these Terms, the Customer may prevent renewal of the Subscription in accordance with section 5.2. Unless an earlier effective date is required by applicable law or regulatory requirements, material changes to these Terms take effect no earlier than the beginning of the Customer’s next Subscription Period.

8. General Provisions

8.1 Governing Law and Jurisdiction

These Terms and any dispute, claim, or controversy arising out of or relating to the Services or these Terms shall be governed by and construed in accordance with the laws of Denmark, without regard to its conflict of law principles.

The parties shall seek to resolve any dispute through good-faith negotiations before initiating formal legal proceedings.

Any dispute that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the Danish courts, with the City Court of Odense (Retten i Odense) as the court of first instance.

8.2 Miscellaneous

These Terms, together with the Service Schedules and any applicable Subscription, Order Form, and Data Processing Agreement (DPA), constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, understandings, and communications relating to the same subject matter.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy.

The Customer may not assign or transfer its rights or obligations under these Terms without JED’s prior written consent. JED may assign or transfer its rights and obligations in connection with a merger, acquisition, corporate restructuring, or sale of substantially all of its assets.

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency relationship, or employment relationship between the parties.

8.3 Contact Information

Notices from the Customer to JED under these Terms, including notice preventing renewal under section 5.2, must be given in writing through the account page on jed-ware.com or by using the contact methods published on the Contact page of the Website. JED will confirm receipt of such notice without undue delay.

Notices from JED to the Customer may be given by email to the contact address registered on the Customer’s account, through the Services, or through the Website.

JED’s primary business information is provided below:

Business Address
JED ApS
Bogensevej 90, DK-5270 Odense N
Denmark

VAT Number (CVR): DK35653821
Website: jed-ware.com

The Customer is responsible for ensuring that its contact information remains accurate and up to date throughout the term of the Services.