Business terms

Below are our standard terms and conditions. It covers the ground rules between us and the digital media partners we work with.

Valid from March 1, 2022.

1. Definitions and Interpretations

The publisher (or “publisher”) is understood as the unit which publishes digital content and has agreed to use the software solution WordPay provides. Including the use of WordPay’ platform for control of the solution to one or possibly multiple associated websites owned by the publisher. And therein agreed to expose the user-facing side of the solution to the publishers’ base of readers. The publishers’ readers refers to end users visiting the publisher websites(s) who may or may not have a commercial relationship with the publisher through a subscription. Content or journalistic content may refer to articles, videos, podcasts or other digital media content created, edited or owned by the publisher.

Payments”(or “Payment”) refers to:

a. Subscribing, including but not limited daily, weekly, monthly, and/or annual subscription/pass

b. Paying per article as a singular microtransaction

c. Watching a third party advertisement on the publisher’s site

WordPay (or “”) is the company that provides said solution and handles payments to the publisher in accordance with the amount and intensity of usage by the publishers’ readers.

The solution (or “solution”) allows readers to access digital journalistic content in three ways: by watching a third party advertisements, paying per article, or purchasing a pass/subscription. In practice this service is facilitated through an user-facing graphical component on the publishers website. As part of the solution a media-facing platform (“the platform”) enables control of part of the solution by the publishers management, editor, journalists, etc. (e.g. to decide which content to make accessible via the solution, for what price, determine payout, administer users, etc.).

Advertisements (or “advertisements”) refers to the advertisements for third party services, products etc., displayed via the solution as per payment option c.

2. Alterations

WordPay is permitted to alter these standard terms and conditions with a one (1) month notice. Such notice may be an email to the publisher. Shorter notices can occur in case of an alteration to the solution that follows from a demand from governmental authorities, from WordPay’ commercial partners, or from security-related causes. There is no requirement for notice in case of minor adjustments, if the alterations are to the benefit of the publisher, or in case the alterations are not required or are of technical nature which can be selected or deselected in the platform.

3. Authorized use

Within the context of the publishers’ readers accessing content through the solution on the website(s) owned by the publisher, WordPay grants the publisher a non-perpetual, non-transferable and non-exclusive license to use the software that empowers the solution.

The solution may solely be used in the context of publishing and may only be used by the publisher. In other words, the publisher cannot without prior agreement with WordPay use the solution on other than the agreed upon website(s) owned by the publisher. Information derived from the solution that the publisher attains access to is solely for the publisher’s own usage within the context of using the solution. It is not permitted for the publisher to transfer information obtained from the solution onwards to other parties.

The solution may not be used for unlawful activities or purposes. Further, the solution may not be used for activities or purposes that according to WordPay’s belief are immoral, ethically questionable, or activities which may damage our brand.

The publisher is fully liable for the users to whom the publisher grants access to the solution, and the publisher must ensure that such users use the solution in accordance with these standard terms and conditions.

WordPay attains the right to deny the publisher access to the solution insofar the publisher does not adhere to these conditions. WordPay may also terminate the agreement without notice insofar the above stated conditions are not fulfilled.

4. Immaterial rights

Software installed as part of the solution is the property of WordPay. In addition WordPay owns all intellectual property rights to the solution.

WordPay keeps all rights in the solution unless otherwise expressly stated in these standard terms and conditions. The publisher solely acquires a right of use to the solution as set out in clause 3 above,

Before, after and in the duration of the agreement and in accordance with the usage of the solution as specified in the terms and conditions, the publisher is not in any way permitted to transfer, alter or copy the software enabling the solution. The publisher may not reverse engineer, disassemble or decompile the solution beyond that which is expressly permitted under mandatory Danish legislation. The publisher may alone adjust settings of the solution that are purposefully designed and available within the platform made available to the publisher.

Any action contrary to this clause 4 is deemed to be a material breach of the agreement and will entitle WordPay to terminate the agreement without notice and to immediately end the publisher's right of use to the solution.

5. Informational requirements of the publisher

The publisher is required to attain the necessary information in a format requested so that WordPay can deliver said solution accordingly.

The particular information needed from the publishers is specified when the agreement is made, generally the needed information amounts to:

· Name of the publisher, address, telephone and company registration number (in Denmark, CVR-number)

· Web-adresse(s) where the solution is to be implemented

· Point of contact at the publishers, including phone number and email address

· Point of contact at the publisher with ability to sign on behalf of the publisher

· Bank- and account number

· Technical information about the publishers CMS (content management system) type and version

The publisher shall ensure the correctness of said information to the extent the information affects the availability and security of the solution, and inform WordPay insofar changes occur. The publisher is obliged to ensure information handed to WordPay at any time is up to date and correct.

WordPay may retain and use, subject to the terms of our privacy policy, information collected in the publisher's use of the solution.

WordPay will not share publisher’s user data or any third party's user data with any third parties.

Unless, as specified in the Data Processor Agreement (DPA), where WordPay in limited circumstances transfer data to third parties to carry out tasks on WordPay's behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by WordPay. When this is done, it is subject to agreements that oblige those parties to process user data only on WordPay's instructions and in compliance with this Agreement, WordPay’s privacy policy and the DPA and in accordance with appropriate confidentiality and security measures.

Wordpay may also share publisher’s user data to third parties in cases where WordPay concludes that it is required by law or has a good faith belief that access, preservation or disclosure of user data to a third party is necessary to protect the rights, property or safety of WordPay and its users (e.g. external audit).

6. Obligations upon the publisher in use of the platform

The publisher is required to create a user account consisting of an email and self-selected password in order to access the platform. The publisher is independently responsible for administering the safety protocol that supports a safe handling of user(s) access to the platform on behalf of the publisher. Including ensuring the password(s) is/are kept safely and inaccessible to unauthorized users. It is the privilege of the publisher to decide the number of employees with access to the platform.

The platform is internet-based. Unless otherwise agreed upon the publisher shall independently procure, install and set-up the necessary it-equipment for the solution to operate. This includes any necessary changes to the publishers’ CMS in such a way that the publisher uses a version that is supported and can be integrated with the solution. The publisher and WordPay come to accord on the terms for technical support during integration of the solution as part of the partnership agreement.

The platform generates electronic data and reports. Documents, which have been received digitally and created on the platform are corollary judicially as documents received via mail on paper.

The extent of content made available through the solution is decided solemnly by the publisher.

The publisher shall contact WordPay immediately to have their access temporarily suspended insofar:

· There is a suspicion of misuse of the platform

· Unauthorized parties have obtained knowledge of the password(s) the publisher uses to gain access to the platform.

The publisher is not permitted to pass information to WordPay that WordPay could use or recognize as personally identifiable information.

The publisher must have, display and follow a privacy policy that adheres to governing law of the country of the publisher and must provide notice of use of cookies, pixels or similar technology used to collect data. The publisher must disclose the use of WordPay, and how it collects and processes data.

As part of the agreement, WordPay forwards information to be used as part of the publisher’s cookie declaration. Including the WordPay cookie, the type of cookie, purpose and expiration of data.

The publisher will ensure that users are provided with clear and comprehensive information about WordPay’s cookies, as with other cookies on the publishers site, and the option for the user to consent to these.

The publisher may not circumvent any privacy features (e.g., an opt-out) that are part of WordPay’s solution, or engage in any other type of alteration of the solution or activities that intend to evade WordPay’s privacy policies or any other WordPay policies.

7. WordPay’s general obligations

WordPay is obliged to ensure the solution meets the legal requirements and is secure. The solution is developed on a modern cloud platform and tested on multiple types of CMS platforms and environments. In the unlikely case of downtime, WordPay is committed to, at its own option, either initiate remedy within 48 hours or show the publisher other procedures or uses (work arounds).

WordPay is obliged to provide the solution to the publisher in accordance with the agreement between the parties. WordPay and the publisher conduct a test of the solution together before the solution becomes available to the publishers’ readers. The integration is considered accepted if the publisher does not declare solution errors in writing within seven (7) days of testing the solution.

WordPay is responsible for providing support for failure related to the solution.

WordPay is entitled to alter or update the solution as needed, and WordPay may have to interrupt access to the solution in connection with such solution maintenance. Not least during the trial period (as per clause 10 in the WordPay partnership agreement) with the publisher. Furthermore, WordPay is obliged to inform the publisher about each individual update, as well as clarify to the publisher the implications of each change within the individual update / developments. Insofar maintenance of the solution is needed that interfere with publisher’s use of the solution, WordPay will aim at closing the publisher's access to the solution only at hours of the day or night when experience shows that the solution is used the least.

WordPay is obliged to handle inquiries from the publishers’ readers that relate to the solution and are not editorial by default (e.g. questions regarding the creation and connection of payment information to the solution, or readers who experience technical problems with the solution).

8. Liability and limitation of liability

The solution is a standard system, and the publisher is granted access to the solution "as is".

WordPay is not liable for system errors due to abuse or misuse of the solution or if the system errors arise from use of the solution in a manner contrary to agreement or assumed use.

Under no circumstances may WordPay be held responsible or liable for any losses or damages of any sort incurred as a result of the advertisements, including but not limited to (i) the content of the advertisements or (ii) the availability, including any downtime, of the advertisements, except as explicitly provided for under clause 7.

Under no circumstances may WordPay be held liable for indirect or incidental losses, operating losses, consequential losses, claims from third parties and / or loss of data, loss of earnings or expected profits, customers, goodwill or revenue as a result of the solution. WordPay is not liable to the publisher for damages caused indirectly by the solution.

In any circumstance and irrespective of the publisher's actual loss, WordPay's total and aggregate liability for any loss under the agreement during the entire term of the agreement is limited to the lower of:

a. the value of the payments actually made by the publisher under the agreement during the 6-month period preceding the date on which the damage occurred or

b. 6,700.00 Euro.

WordPay is under no circumstances liable for the content published by the publisher. Publisher shall hold harmless and indemnify WordPay from and against any and all third-party claims arising from or in connection with the content.

9. Duration of the agreement

When entering into an agreement with a publisher, a trial period may be initiated where beneficial terms for the publisher may be agreed.

The use of the Solution is subject to a trial period which will commence once the implementation has been deemed to be concluded in accordance with clause 5 Implementation in the Partnership Agreement.

After the trial period, the agreement continues unless otherwise agreed. Both parties may terminate the agreement with seven (7) days written notice.

WordPay is at any time entitled to terminate the agreement and terminate the delivery of the solution with immediate effect without prior notice if:

  • The publisher has been guilty of material breach of the agreement;

  • The publisher has filed for bankruptcy or requested debt restructuring, entered into liquidation or has otherwise been declared unable to meet its contractual obligations;

  • WordPay deems the hardware deployed or general security practices performed by the publisher to constitute a security risk to the solution, or the operation of the publisher otherwise involves a risk to users' data security, and the publisher has not remedied the situation despite written notification from WordPay; or

  • The publisher uses the solution in violation of WordPay's instructions.

If the agreement is terminated by WordPay due to circumstances for which the publisher is responsible, WordPay is entitled to immediately pay out the payments made by the publisher's readers in the most recent period to the publisher's specified bank account.

10. Technical account and bank transfers

All amounts received from the publishers’ readers via the solution are deposited in a technical account and transferred to the publishers’ registered bank account (as requested stated in the publishers’ information obligations) on an agreed upon basis.

The publisher can link several bank accounts to the solution. The bank accounts must be owned by the publisher itself. Before the first payment can take place to the publisher, the bank account must be verified. After this, all payments are automatically transferred to the registered bank account(s).

The publishers’ content sales are calculated every Monday for the previous week (Monday to Sunday).

The same applies to the revenue obtained from the advertisements as per payment option c.

If the sale exceeds 200.00 Euro the amount is paid to the publisher's bank accounts. If the sale is less than 200.00 Euro, the amount is transferred to next week's payment. The publisher may at any time request to have the amount paid out, if the amount is less than 200.00 Euro there will be an administration fee of 15 Euro, if it is more than 200.00 Euro the amount will be paid to the publisher's bank accounts on the following Monday.

The publisher can at any time retrieve an overview of the individual payments received via the platform.

WordPay reserves the right to defer transfers to the bank account in cases where an investigation is required, to resolve an ongoing dispute regarding the agreement or solution, and / or where necessary to comply with applicable law.

11. Prices, fees, and VAT

There are fees associated with handling payments. The fees are agreed in the partnership contract between the publisher and WordPay as well as the percentage revenue split between the publisher and WordPay.The publisher is solely responsible and sets content prices on their website(s). Prices are set via the publishers’ accounts on the platform. Prices are calculated in the local currency and generally include VAT. If the publisher is VAT-exempt, this can be changed in WordPay by the publisher.

12. Marketing

When the publisher enters into an agreement with WordPay, the publisher also provides consent for WordPay in our marketing / mention of the solution. Including the right to use the publisher as a reference and herein mention the publishers’ name and reproduce the publishers’ logo unless otherwise agreed.

The publisher also gives consent for WordPay's commercial partner to use the publishers’ name and logo in its marketing / mention of the solution unless otherwise agreed.

13. Governing law

These terms and conditions are governed by and construed and interpreted in accordance with, the laws of Denmark. Any legal action arising out of the agreement or related to this agreement shall only be brought before the City Court of Copenhagen.

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