Terms and Conditions

Grape provides access to the TSPOON e-learning library, also referred to as TSPOON. TSPOON contains multiple e-learning modules and programs from various content providers within different learning areas. TSPOON provides the possibility to choose different modules and programs, certain flexibility to edit the modules with The Customer’s branding, and adding or removing e-learning elements.

A subscription is based on a 12-month period. Within the agreed scope of users and selected learning areas, and subject to payment of the agreed charges, Grape grants The Customer a non-exclusive, time-limited, revocable, non-transferable right to use TSPOON as intended and contemplated, including any information provided by Grape, on the Terms and Conditions reflected in the agreement.

The Customer’s right of use covers the selected online modules and programs for internal use within The Customer’s organization for the number of unique users selected in the price range and only as long as the subscription is active. The number of unique users applies per 12-month subscription period. If the number of unique users is exceeded, the additional number of users will be settled by the end of the 12-month subscription period. Settlement is based on the average price per user from the selected number of unique users in the price range (and payment for such additional users is for a full 12-month subscription period notwithstanding that such additional user is added during a 12-month subscription period and therefore might not enjoy the full right of use during the full subscription term).

The Customer will provide Grape with all information and documentation requested by Grape in order for Grape to verify that The Customer is in compliance with this agreement.

Both parties may terminate the agreement in whole or in part with one month’s notice before and to take effect at the end of a subscription period. Termination must be in writing. If the subscription is not terminated with one month’s written notice before the end of a subscription period, the agreement is automatically renewed for a new corresponding subscription period, and The Customer accepts that Grape continues to charge the subscription (based on the number of users at the end of the last subscription period) as adjusted in accordance with Clause 5 regardless of whether the services are used or not.

Upon expiry of the agreement, The Customer shall cease all use of TSPOON and, at the discretion of Grape, delete and/or return any material belonging to Grape.

• Subscriptions are invoiced upfront before the beginning of a 12-month subscription period.
• All prices mentioned in this contract are in DKK and excluding VAT, unless otherwise stated.
• Payment terms: Date of invoice + 14 days.
• Due date is calculated as the date of invoice + 14 days.
• If payment occurs after the due date, a 2% interest rate is added to the invoice amount at the start of every month

Grape is entitled to increase the charges once a year on 1 January – however, to be applied to The Customer at the first renewal thereafter – with the higher of (i) the development in the producer price index for information services, published by Statistics Denmark, or (ii) 3%.

Upon expiry of the agreement, The Customer shall cease all use of TSPOON and, at the discretion of Grape, delete and/or return any material belonging to Grape.

All intellectual property rights pertaining to TSPOON as well as any modifications and enhancements therein and any other deliverables by Grape under the agreement shall accrue to or continue to vest in Grape and/or its third-party licensors, including the right to amend, modify, redistribute, and transfer such intellectual property rights.

TSPOON and the modules are general and non-customized learning and provided to The Customer “as is.” It is the sole responsibility of The Customer to ascertain that TSPOON and the modules meet the requirements of The Customer.

Grape may revise the Terms and Conditions of the agreement by providing thirty (30) days’ prior written notice to The Customer. Grape will notify The Customer via an email to the address associated with the purchase. If The Customer is unable to accept the revised Terms and Conditions of the agreement, The Customer must notify Grape in writing within fourteen (14) days of the notification by Grape. If The Customer does not notify Grape in accordance with the foregoing, the revised Terms and Conditions shall be deemed accepted by The Customer and take effect at the expiry of the thirty (30) days’ notice provided by Grape.

The Customer shall not be entitled to assign its rights and obligations under the agreement to a third party without Grape’s express written consent. Grape is entitled to assign its rights and obligations under the agreement in whole or in part to a third party.

The parties shall not, apart from what is required by applicable law or by any court or other authority of competent jurisdiction, make use of, except for the purposes contemplated by this agreement, disclose to any third party or publish any confidential information received by one party from or in respect of the other party under or in connection with this agreement. For the purpose of this agreement, “confidential information” means a party’s commercial and operational information and know-how and any other information not generally known or reasonably ascertainable. The parties shall ensure that their employees also observe this clause. The provisions of this clause shall apply without limitation in time and shall survive any termination of the agreement.

Any dispute must be determined in accordance with Danish law (disregarding choice of law rules and CISG). Each party submits to the jurisdiction of the City Court of Copenhagen, Denmark, as the court of first instance.