Terms & Conditions for Business Customers – Fenster ApS

These Terms & Conditions (the “Terms”) apply to business customers and replace all prior versions.

1. About Fenster

Fenster ApS (“Fenster”, “we”, “us”) provides an online software-as-a-service solution via fenster.dk and related portals (the “Services”), including (without limitation) online booking, calendar management, customer management, agreement management, route planning, and administrative tools. The Services are offered exclusively to business customers.

2. Contract structure and acceptance

2.1 B2B only. The Services are offered only to business customers. By creating an account or using the Services, you confirm that you act on behalf of a business and have authority to bind that business (the “Customer”).

2.2 Acceptance. By creating an account, clicking “I accept” (where presented), or otherwise accessing or using the Services after being presented with or given access to these Terms, the Customer accepts these Terms.

2.3 Order of documents. These Terms form the “Principal Agreement”. The Data Processing Agreement (the “DPA”) forms part of the Principal Agreement. In case of conflict regarding data protection or processing of personal data, the DPA prevails. The DPA is available at: https://partner.fenster.dk/legal/dpa.

2.4 Privacy policy. Our handling of personal data where Fenster acts as controller (e.g., account administration, billing, and communications) is described in our privacy policy.

2.5 Language and governing version. These Terms are provided in English. If Fenster provides a Danish (or other language) translation, the English version shall govern in case of discrepancies.

3. Subscription, plans and changes

3.1 Start of subscription. The subscription starts on the date selected/confirmed by the Customer in the Services or, if not otherwise agreed, when the Customer activates a paid plan. Subscriptions and add-ons are prepaid.

3.2 Billing Period. “Billing Period” means the recurring period for which subscription fees are charged in advance (e.g., one month or one year, as selected in the Services). Each Billing Period starts on the subscription start date (or renewal date) and renews automatically unless the subscription is cancelled in accordance with these Terms.

3.3 Subscription Plan and add-ons. The subscription grants the Customer access to the selected subscription plan and any add-ons purchased or enabled by the Customer in the Services.

3.4 Upgrades, downgrades and changes.

• (a) If the Customer upgrades its subscription plan or adds add-ons, the change takes effect from the time confirmed in the Services (typically immediately).
• (b) If the Customer downgrades its subscription plan or removes add-ons, the change takes effect at the start of the next Billing Period unless agreed otherwise or otherwise stated in the Services.

3.5 Auto-upgrade.

• (a) If the Customer exceeds the capacity or limits included in the selected subscription plan, Fenster may automatically upgrade the Customer to the next plan that covers the Customer’s usage needs.
• (b) Usage limits may include, without limitation, the number of active contacts, the number of active subscriptions, and the number of online bookings per month.
• (c) Applicable limits are described on Fenster’s pricing page available at https://partner.fenster.dk and/or in the Services. Any change to limits that may result in an auto-upgrade will be communicated with the same notice period as price changes under Section 4.2.
• (d) Fenster may, where reasonably practicable, display in-product warnings or notifications when the Customer is approaching applicable usage limits.
• (e) If an auto-upgrade occurs, Fenster will notify the Customer by email to the Primary Admin Email (as defined in Section 17), including the effective date of the upgrade and the updated subscription plan.

3.6 Changes to the Services and plans. Fenster may change, update, add or remove features, subscription plans, and add-ons for technical, security, regulatory, or business reasons, subject to Section 19 (Changes to the Terms).

3.7 Usage-based services. Certain services may be billed based on usage (e.g. SMS). Usage-based services are billed in arrears monthly unless otherwise agreed. Current prices are available in the Services.

4. Prices and payment

4.1 Prices. Current list prices for subscription plans and add-ons are available at https://partner.fenster.dk or within the Services. Usage-based prices (e.g., SMS) are available in the Services.

4.2 Price changes and changes to limits. Fenster may adjust prices and/or change subscription plan limits with one (1) month’s notice, except usage-based services which may be adjusted with one (1) week’s notice.

4.3 Index adjustment. Fenster may adjust subscription fees by up to 6% once per calendar year without prior notice. The adjusted fees will take effect at the next possible start of a Billing Period following the adjustment. For the avoidance of doubt, the index adjustment may apply regardless of the Customer’s billing frequency or plan. If the Customer has prepaid subscription fees for a Billing Period, the index adjustment will take effect from the start of the next Billing Period. This index adjustment is separate from other price changes under Section 4.2.

4.4 Currency. Prices and fees are stated in DKK unless otherwise stated.

4.5 Payment method (Stripe). The Customer must pay by debit card, credit card, or other payment methods made available to the Customer via Stripe. Invoice payment is not offered.

4.6 Automatic payments. Payments are charged automatically. To stop renewal charges for the next Billing Period, the Customer must cancel via self-service in accordance with section 6.

4.7 Payment failures. The Customer is responsible for maintaining valid payment details. Options to do so are available in the Services.

4.8 Taxes and VAT. All fees are exclusive of VAT and any other applicable taxes, duties or levies, unless expressly stated otherwise. The Customer is responsible for providing accurate billing information, including VAT number where applicable. If the Customer is VAT-registered and the supply is subject to reverse charge, VAT will not be charged and the Customer is responsible for accounting for VAT in accordance with applicable rules. If applicable VAT must be charged (including where the Customer fails to provide valid VAT information), Fenster may charge VAT and/or issue updated invoices.

5. Suspension and non-payment

5.1 Lockout. If a payment is fourteen (14) days overdue, Fenster may lock the Customer out of the account until payment is made. During lockout, the Customer’s access to the Services (including export functionality) may be restricted until outstanding amounts are paid.

5.2 Termination and account closure. If the invoice remains unpaid for an additional thirty (30) days after lockout, Fenster may terminate the agreement and close the Customer’s account. Upon account closure, the Customer will no longer have access to the Services. Deletion and retention of personal data will be handled in accordance with the DPA (including any retention required by applicable law or to establish, exercise, or defend legal claims).

5.3 No interest/fees; amounts remain due. Fenster does not charge interest or reminder fees. Any outstanding amounts remain due and payable after lockout, termination and account closure, and Fenster may take reasonable steps to collect such amounts, including by engaging a third-party collection agency, where permitted by law. The Customer may be responsible for reasonable collection costs to the extent permitted by law.

6. Term, cancellation and termination

6.1 Term. The agreement remains in effect until terminated by the Customer or Fenster.

6.2 Customer cancellation (self-service only). The Customer may cancel the subscription at any time through self-service functionality in the Services. Cancellation must take place no later than two (2) working days before the start of the next Billing Period unless otherwise stated in the Services.

6.3 No refunds (Customer-initiated). Fees paid are non-refundable. Fenster may, at its sole discretion, issue a refund if it considers it reasonable.

6.4 Termination by Fenster (convenience). Fenster may terminate the agreement for convenience with thirty (30) days’ written notice in accordance with Section 17. Fenster will refund the unused prepaid portion on a pro rata basis. This refund is the Customer’s only refund entitlement in connection with such termination, except for any discretionary refund granted by Fenster under Section 6.3.

6.5 Termination by Fenster (cause). Fenster may suspend or terminate the Services immediately (in whole or in part) if the Customer: (a) materially breaches these Terms; (b) misuses the Services; (c) poses a security risk; (d) uses the Services in a manner that is unlawful or harmful; or (e) becomes insolvent or subject to bankruptcy proceedings.

6.6 Suspension. Fenster may suspend access to the Services (in whole or in part) immediately and without liability if necessary to (a) protect the security, integrity or availability of the Services, (b) prevent or investigate fraud, abuse or unlawful activity, (c) address a vulnerability or other technical issue, (d) comply with applicable law or a request from a competent authority, or (e) mitigate material risk or harm to Fenster, the Customer, end customers, or third parties. Where reasonably practicable, Fenster will provide notice and restore access once the issue has been resolved.

6.7 Data export. The Customer is responsible for exporting or copying any Customer Data it requires from the Services prior to termination or account closure. Where the Services provide self-service export functionality, the Customer may use such functionality to export available data. Any additional export or return assistance may be provided by Fenster only upon request and may be subject to fees and timelines as separately agreed. Deletion and retention of personal data will be handled in accordance with the DPA.

7. License, usage restrictions and acceptable use

7.1 License. Subject to these Terms, the Customer receives a limited, non-exclusive, non-transferable right to access and use the Services during the term.

7.2 No transfer/resale. The Customer may not assign, resell, sublicense, or otherwise make the Services available to third parties without Fenster’s prior written approval.

7.3 Account responsibility. The Customer is responsible for all activity under its accounts and for users it authorizes.

7.4 Standard Acceptable Use. The Customer must not (and must ensure its users do not):

• (a) use the Services in violation of applicable law;
• (b) access or use the Services to infringe or misappropriate intellectual property or other rights;
• (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas/algorithms of the Services, except to the extent permitted by mandatory law;
• (d) scrape, crawl, or harvest data from the Services, or use automated means to access the Services except through documented APIs/functionalities provided by Fenster;
• (e) attempt to bypass, disable, interfere with, or circumvent any security or access controls;
• (f) introduce malware, viruses, or other harmful code, or perform attacks (including denial-of-service) against the Services;
• (g) use the Services in a manner that unreasonably burdens the Services or interferes with other customers’ use;
• (h) use the Services to send spam or unsolicited messages or to facilitate unlawful communications;
• (i) access the Services to build or benchmark a competing product, except where expressly permitted in writing by Fenster.

7.5 No competitor showcase. The Customer must not demonstrate the Services to other software companies without Fenster’s prior written permission. 7.6 Customer account obligations. The Customer is responsible for (a) maintaining accurate and up-to-date account and company information in the Services (including legal name, address, CVR/VAT where applicable, and the Primary Admin Email), (b) managing user access and permissions, including removing access for users who no longer require it, and (c) keeping its login credentials secure and preventing unauthorised use of the Services.

8. End-customers and online booking

8.1 Online booking as opt-in feature. The Services may include an opt-in feature for the Customer to enable booking pages for end customers.

8.2 End-customer terms and privacy notices. The Customer is solely responsible for (a) the content and availability of the Customer’s terms and conditions and privacy notices presented to end customers via the Services (including on booking pages), (b) ensuring that any required notices are provided and any required consents are obtained (if applicable), and (c) the lawfulness of the Customer’s contract with its end customers. For the avoidance of doubt, Fenster provides the booking functionality as part of the Services and is not a party to any agreement between the Customer and its end customers.

8.3 Redirection as opt-in feature. The Services may include an opt-in feature for the Customer that allows end customers to be redirected to another booking page if the end customer is outside the Customer’s configured geographic service areas, and if the end customer chooses to proceed to another booking page.

8.4 Redirect only (no data transfer). For the avoidance of doubt, the referral feature is implemented as a user-initiated HTTP redirect (or link) to another booking page operated by another customer of Fenster. The redirect itself does not transfer any end-customer personal data entered on the Customer’s booking page to the receiving customer or to Fenster on behalf of the receiving customer, and no booking is created for the receiving customer unless and until the end customer submits a booking on the receiving booking page.

8.5 Price, duration and time estimates. Any price, duration and time calculations produced by the Services are estimates and may be inaccurate. The Customer remains responsible for all commitments made to end customers.

9. Integrations, partners and third-party services

9.1 Customer-enabled integrations. The Services may allow the Customer to enable integrations with third-party services (e.g., Dinero, Trustpilot) or to transmit data to third-party partners (“Business Partners”) by submitting a form in the Services. Where the Customer enables an integration or submits such form, the Customer instructs Fenster to transmit the relevant data to the third party as configured by the Customer.

9.2 Third-party terms. Third-party services are governed by their own terms and policies. Fenster is not responsible for third-party services.

10. Customer Data and data protection

10.1 Customer Data. As between the Parties, the Customer retains all rights to data the Customer (or its end customers) submits to the Services (“Customer Data”).

10.2 Processing. Fenster processes personal data in Customer Data as a processor and in accordance with the DPA.

10.3 DPA governs. The DPA governs processing, security measures, subprocessors, transfers, audits, and deletion/return of personal data. Security measures are described in the DPA, including Schedule 2 (Security Measures). This includes processing for service improvement analytics and related activities as described in the DPA.

10.4 Customer compliance responsibilities. The Customer is solely responsible for (a) the lawfulness of Customer Data and the Customer’s instructions to Fenster, (b) providing any required notices to and obtaining any required consents from Data Subjects, and (c) complying with applicable laws and regulations relating to the Customer’s use of the Services, including where the Customer enables referrals, integrations, or transmits data to third parties.

10.5 Exclusions from Customer Data. Customer Data does not include (a) aggregated or anonymised statistics, insights or metrics derived from the operation or use of the Services, (b) technical logs, security logs, audit logs and other system-generated data (which may contain personal data) maintained for the purposes of operating, maintaining, supporting and securing the Services, or (c) Fenster’s billing, accounting and transaction records. Any personal data contained in such logs or records will be processed in accordance with the DPA and applicable law.

11. Support and availability; backups; disclaimers

11.1 Support hours. Fenster provides support during normal business hours, typically Monday to Friday 09:00–15:00 CET, excluding Danish public holidays.

11.2 Support channels; no guaranteed response times. The Customer may contact Fenster support via email (support@fenster.dk) or via the in-product chat support function. Support availability and response times may vary due to workload, staff availability (including illness), holidays, and other operational circumstances. Fenster does not guarantee response times or availability of specific personnel.

11.3 Availability. Fenster will use commercially reasonable efforts to provide the Services, but does not guarantee uninterrupted operation or that the Services will be error-free.

11.4 Backups. Fenster maintains backups in accordance with the DPA and its standard backup/retention cycles.

11.5 Limitation for loss of data. To the maximum extent permitted by law, Fenster is not liable for loss or corruption of Customer Data. Where such loss or corruption is caused by Fenster’s material breach of these Terms or the DPA, Fenster’s liability (if any) shall in all cases be subject to Section 18 (Limitation of liability), including the liability cap.

12. Intellectual property

12.1 Fenster IP. Fenster retains all rights, title and interest in the Services, including all intellectual property rights.

12.2 Feedback. If the Customer provides feedback, Fenster may use it without restriction.

12.3 Customer content warranties. The Customer represents that it has all rights necessary to submit Customer Data to the Services and that such data does not violate law or third-party rights.

13. Confidentiality

Each Party must keep confidential information of the other Party confidential and use it only to perform under the agreement, except where disclosure is required by law or the information is public through no fault of the receiving Party.

14. Publicity

Fenster may include the Customer’s company name and logo in Fenster’s customer lists and marketing materials, unless the Customer requests in writing that Fenster does not do so.

15. Assignment; business transfers

15.1 Assignment by Customer. The Customer may not assign or transfer this agreement, in whole or in part, without Fenster’s prior written consent.

15.2 Business transfer by Customer (approval process). If the Customer sells or transfers its business and wishes to transfer the subscription to a buyer, Fenster may approve such transfer. Fenster may require a written transfer agreement signed by: (a) the current Customer; and (b) the buyer. Fenster may waive the signature requirement where the current Customer and the buyer are controlled by the same legal person(s) and Fenster is satisfied with the documentation provided.

15.3 Assignment by Fenster. Fenster may assign or transfer this agreement (including the DPA) to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its business or assets.

16. Force majeure

Neither Party shall be liable for any delay or failure to perform due to events beyond its reasonable control, including (without limitation) natural disasters, war, terrorism, labor disputes, power or internet outages, governmental actions, and failures of third-party suppliers.

17. Notices

17.1 Primary Admin Email. “Primary Admin Email” means the email address designated as the primary administrator email for the Customer account in the Services (as may be updated by the Customer from time to time through the Services).

17.2 Customer responsibility. The Customer is responsible for ensuring that the Primary Admin Email is accurate and kept up to date and that emails sent to such address can be received (including by maintaining appropriate spam filters and forwarding rules).

17.3 Notices to Customer. Notices to the Customer may be delivered to the Primary Admin Email associated with the Customer’s account and/or via the in-product chat support function.

17.4 Deemed receipt (Customer). Notices sent by email will be deemed received when sent. Notices sent via the in-product chat support function will be deemed received when delivered to the Customer’s account.

17.5 Notices to Fenster. Notices to Fenster must be sent by email to support@fenster.dk (or such other email address as Fenster may specify by notice).

17.6 Deemed receipt (Fenster). Notices to Fenster will be deemed received on the next business day after sending, provided that the sender does not receive an automated bounce-back or other error message indicating non-delivery.

18. Limitation of liability

18.1 Disclaimer. The Services are provided “as is” and “as available” to the maximum extent permitted by law.

18.2 Exclusion of indirect losses. To the maximum extent permitted by law, Fenster shall not be liable for indirect or consequential losses, loss of profit, loss of revenue, loss of goodwill, or loss of data.

18.3 Liability cap. To the maximum extent permitted by law, Fenster’s total liability arising out of or relating to the Services shall be limited to the fees paid by the Customer to Fenster for the Services in the twelve (12) months preceding the event giving rise to the claim.

18.4 Third-party services. Fenster is not liable for issues caused by third-party services or integrations enabled by the Customer.

18.5 Carve-out. Nothing in these Terms limits or excludes liability for fraud or wilful misconduct.

18.6 No warranties. To the maximum extent permitted by law, Fenster makes no warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement. Fenster does not warrant that the Services will meet the Customer’s requirements or operate uninterrupted or error-free.

19. Changes to the Terms

Fenster may update these Terms from time to time. Changes will be communicated at least thirty (30) days in advance. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. Changes will be communicated in accordance with Section 17.

20. Miscellaneous

20.1 Governing law and venue. These Terms are governed by the laws of Denmark. Any dispute that the Parties cannot resolve amicably shall be submitted to the exclusive jurisdiction of the courts of Lyngby.

20.2 Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect. The Parties shall replace any invalid, illegal or unenforceable provision with a valid provision that, to the greatest extent possible, achieves the intended commercial result.

20.3 Entire agreement. These Terms (including the DPA and any documents expressly incorporated by reference) constitute the entire agreement between the Parties regarding the Services and supersede all prior or contemporaneous agreements, understandings and communications, whether written or oral, relating to the Services.

20.4 No waiver. Any failure or delay by either Party to exercise any right or enforce any provision under these Terms will not operate as a waiver of that right or provision. A waiver is only effective if made in writing and signed by the Party granting the waiver.

21. Contact