Terms for the Board

These terms govern the use of the Board, Prozanta's software for the daily operations meeting. They are an addendum to Prozanta's terms of business, which continue to apply to everything not mentioned here, including confidentiality, force majeure, governing law and venue. Where the two conflict, these terms prevail in matters concerning the Board. Where these terms conflict with a written agreement between the parties, the agreement prevails. These terms are a translation of the Danish original at prozanta.dk/vilkaar-tavlen. In the event of any discrepancy, the Danish text applies. Prozanta Operations, company reg. no. 40306285, Tangevej 5, 6690 Gørding, Denmark, contact@prozanta.com.

The Board is delivered in one of two ways, and the agreement states which: Operated by Prozanta. The software runs on Prozanta's infrastructure and the Customer accesses it over the internet. Prozanta handles operation, updates and backup. Operated by the Customer. The Customer receives a software package to install on their own server, together with a licence key. The Customer handles operation, network, access control and backup. In that situation Prozanta has no access to the Customer's data and can therefore neither restore it nor see whether anything has gone wrong. The scope — number of teams, contract period and any support beyond the ordinary — is set out in the agreement.

The Customer receives a time-limited, non-exclusive right to use the Board within their own business for the contract period and within the agreed number of teams. The right of use cannot be transferred, and the Board must not be made available to third parties, resold or used to provide a service to others. Group companies may be included where agreed in writing. The Customer must not remove or circumvent the licence check in the self-hosted edition. The check is not a technical barrier but part of the agreement: it records who the software was supplied to, and for how long.

The Board deliberately does not use personal logins. A team shares one code, and the manager has their own. This is a considered trade-off: the board hangs on a wall, and measuring who wrote what would change what people dare to write. The consequence is that the code must be treated as a password. The Customer is responsible for who receives it and for requesting a new one if it has been disclosed. Prozanta issues a new code on request. Prozanta limits the number of attempts to guess a code but cannot prevent misuse of a code that has been passed on.

Everything the Customer's teams record in the Board — figures, deviations, actions, escalations, photographs and history — belongs to the Customer. Prozanta does not use the Customer's data for any purpose other than providing and operating the Board for the Customer. It is not used for statistics, benchmarks, marketing or model training unless the Customer has agreed in writing, and then only in a form in which the Customer cannot be identified. The Customer can export all data from the Board at any time in a common file format, and an API exists for the same purpose. Neither requires Prozanta's involvement.

The Board contains personal data: the name of the person responsible for an action, the email addresses that receive the daily message, and the photographs teams take of deviations. Where the Board is operated by Prozanta, the Customer is the controller and Prozanta the processor. A data processing agreement is concluded before operation begins. Its content and the list of sub-processors appear in that agreement. Where the Board runs on the Customer's own server, Prozanta processes none of the Customer's personal data, and there is no processor relationship. The Customer is solely responsible for the processing.

Prozanta aims to keep the Board available around the clock and monitors that it responds. No guaranteed uptime has been agreed, and no compensation is paid for downtime unless agreed in writing. A guarantee must be agreed separately and carries a price. Planned maintenance that is noticeable is announced at least five working days in advance where possible, and is scheduled outside 6 to 9 in the morning on working days, when the meetings are held. Prozanta takes daily backups of the Customer's data in the hosted edition and keeps them for at least 30 days. Prozanta develops the Board continuously. Features may be added and may change. If a feature the Customer uses is withdrawn, three months' notice is given.

Support is provided in writing, in Danish or English, at contact@prozanta.com on working days from 8 to 16 Central European Time. Prozanta normally replies the same working day and no later than the following one. A board that is down for an entire team takes priority over everything else. Support covers defects in the software, questions about its use and help creating teams. Customisation, training of staff and advice on operational management are separate services, charged as agreed.

The price is set out in the agreement. All prices are in Danish kroner excluding VAT. The subscription is invoiced in advance. Payment is due 14 days net from the invoice date. Late payment carries interest under the Danish Interest Act. Prozanta may adjust the price once a year with effect from a new contract period, on at least three months' notice. If the Customer does not accept the adjustment, the Customer may terminate the agreement with effect from the date it takes effect. If payment is more than 30 days overdue after written demand, Prozanta may suspend access. Data is not deleted for that reason, and the Customer may still export it during the period described in clause 11.

The agreement runs until terminated. Unless otherwise agreed, either party may terminate on three months' written notice to the end of a month. In the event of material breach, either party may terminate with immediate effect if the breach is not remedied within 30 days of written demand. Prozanta may suspend access without notice if use threatens operation for other customers or is manifestly unlawful. The Customer is notified at the same time, with reasons.

The Customer may export all data from the Board until 30 days after the agreement has ended. Prozanta assists with the export on request. No later than 60 days after termination, Prozanta deletes the Customer's data permanently, including in hosted backups as they roll. Deletion is confirmed in writing, and the Customer may ask for it to happen sooner. Throughout the contract period the Customer may ask for a team or the entire organisation to be deleted. This is done within five working days and cannot be undone. In the self-hosted edition all data sits on the Customer's own server. Prozanta has nothing to delete, and the Customer must uninstall the software when the licence ends.

Prozanta holds all rights to the Board, including source code, design, documentation and the methods and templates the software builds on. The Customer receives a right of use, not ownership. If the Customer proposes an improvement that Prozanta builds into the software, it belongs to Prozanta and becomes available to all customers. The Customer has no claim to payment for the proposal, and Prozanta does not name the Customer as its originator without agreement.

Prozanta is liable under the general rules of Danish law, with the limitations following from clause 7 of the terms of business. Prozanta's total liability cannot exceed the amount the Customer has paid for the Board in the 12 months preceding the matter giving rise to the claim. Prozanta is not liable for indirect loss, loss of operation or lost profit. The limitation does not apply in cases of gross negligence or intent, and it does not limit rights following from data protection law. The Board is a tool for meetings. It makes no decisions and does not replace the Customer's own quality, safety or compliance systems. The Customer is responsible for the decisions taken at the board.

Prozanta may change these terms on three months' notice to a running agreement. Notice is given in writing to the address the Customer has provided. If a change is materially to the Customer's detriment, the Customer may terminate with effect from the day it takes effect. The terms in force are always published at prozanta.dk/en/vilkaar-tavlen.