These Terms of Service together with Headlight’s Data Processing Terms form a binding “Contract” between the Customer and Headlight regarding the Customer’s access to and use of the Service.
The Customer is not allowed to sell or lend out user licenses to other legal entities.
Any new user licenses bought by the Customer will be subject to these Terms of Service as well as the Data Processing Terms.
A participant can book as many coaching sessions within the subscription period as needed, though maximum one session per day.
Participants cannot cancel a session but can reschedule to another time until 24 hours before the session begins. Rescheduling a session takes place through the Headlight app.
The following is considered a no-show:
The Customer will be charged 400 DKK for each no-show, since the coach will have blocked the time and prepared for the session in question.
This Agreement shall commence on the effective date and remain in force until terminated in accordance with this Agreement.
If the Customer fails to meet due payment, Headlight may suspend the Customer’s access without notice and without incurring liability until such payment has been made.
In respect of the confidentiality of the Customer’s data, Headlight will delete all associated data upon termination of this contract. It is the Customer’s responsibility to export its data before the license period ends. The data cannot be recovered once it has been deleted.
Headlight owns all intellectual property rights in the Service developed or prepared by Headlight, including code, documentation, user manuals and any educational material. This applies to both existing and future versions of such material.
The Customer acquires no intellectual property rights but obtains only a right to use the Service in accordance with these Terms of Service.
The Customer has all rights to its own data which it enters into the Service. Headlight only processes the Customer’s data on the latter’s instructions and thus not for Headlight’s own purposes, and Headlight has no lien on the Customer’s data.
Headlight may use data generated in connection with use of the Service, including the Customer’s use of use of the Service. Headlight also anonymises data for the Customer and the Customer accepts that anonymised data are disclosed to Headlight for statistical purposes, to improve the Service etc.
Headlight makes efforts to ensure the operating stability of the Service but is not liable for any breakdowns or operating interruptions caused by factors beyond Headlight’s control, including, but not limited to, power failure and faults in equipment, internet connections, telecommunication connections or similar.
Amendments to the conditions in Google Play and/or Apple AppStore which make Headlight’s app unavailable for a period are also deemed to be factors beyond Headlight’s control.
In the event of breakdown or disturbance, Headlight will make efforts to restore normal operations as soon as possible.
Headlight may update and make changes in the Service on an ongoing basis, including in system functionality, which may affect the Customer’s use of and benefit from the Service.
Headlight will use service windows for regular maintenance and the Service may be completely or partly unavailable to the Customer during these periods. Headlight makes efforts to schedule planned service windows outside the period 08:00-17:00 GMT+1 on weekdays, i.e. when Headlight generally expects downtime to cause the least possible inconvenience to its customers. However, service for operational or security purposes that cannot be postponed will always be carried out as soon as possible.
The Service’s stability and performance may depend on the Customer’s equipment, signal strength for data transmission between units, internet connection etc. Headlight is not liable for any lack of stability in the Service or performance caused by such factors, and the Customer is aware that the only way of remedying them is that the Customer upgrades its equipment or communication lines.
Through the Customer’s use of the Service, personal data is provided to Headlight and Headlight’s subcontractors and external consultants in order for Headlight to provide the Service and perform its obligations under the Subscription Agreement.
Headlight uses subcontractors and external consultants to perform its obligations under the Customer’s Subscription. Such subcontractors and external consultants may either act as data processors on Headlight’s behalf or as independent data controllers depending on the circumstances. Where subcontractors and external consultants act as data processor on Headlight’s behalf, Headlight and the subcontractor or external consultant in question will enter into a data processing agreement in the form a set out in Headlight’s “Data Processing Terms” (attached) or other similar legal instrument that fulfil the requirement under applicable data protection laws. Where subcontractors and external consultants act as data controller, transfer of any personal data to such subcontractors and external consultants will only take place, where Headlight has satisfied itself prior to engaging said subcontractors or external consultants that the subcontractor or external consultant in question is able to comply with all applicable data protection laws.
The Subscription is valid until terminated. However, Headlight’s Data Processing Terms are valid for the Customer until Headlight has deleted the Customer’s data in accordance with the rules of the Data Processing Terms irrespective of whether the Subscription ended earlier. If either party terminates the Data Processing Terms, then the Subscription will also be deemed to terminate.
All Headlight’s staff including coaches have a duty of confidentiality regarding any information concerning the Customer which is not generally known.
Headlight imposes an appropriate similar obligation on subcontractors and others assisting Headlight with the Service.
Headlight may only authorise persons if it is necessary for them to have access to the Customer’s information for the purpose of fulfilling Headlight’s obligations to the Customer. Headlight must regularly assess authorisations and close access when authorisations expire or terminate.
This duty of confidentiality also applies after the termination of this agreement.
The Customer is responsible for the it’s own use of the Service. The Customer must keep its user account confidential and take the necessary security measures to prevent compromising its user account or other details that may result in a third party gaining unauthorised access to the Customer’s data.
Headlight will not be liable for any losses as a result of the Customer’s log-in details being obtained by other parties.
Headlight may amend the Terms of Service at any time. Headlight will endeavour to give reasonable notice of at least thirty (30) days in connection with amendments.
Use of the Service after an amendment constitutes acceptance of the amended terms and conditions. It is the Customer’s obligation to continuously keep up-to-date with amendments.
Neither Headlight nor the Customer will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, or internet disturbance) that was beyond the party’s reasonable control.
In the event any portion of this Agreement is deemed to be invalid or unenforceable, such portion shall be deemed severed and the Parties agree that the remaining portions of this Agreement shall remain in full force and effect.
Neither Party may assign or otherwise transfer this Agreement without the written consent of the other Party.
Each Party warrants and represents that it has the full right and authority to enter into this agreement and that it is not aware of any impediment which would inhibit its ability to perform the obligations imposed on it.
This Agreement is governed by the laws of Denmark (without regard to any conflict of law principles). The Parties shall use all reasonable efforts to resolve any disputes amicably. If a dispute cannot be resolved amicably, each Party hereby submits to the exclusive jurisdiction of the Danish courts.
The Customer accepts these Data Processing Terms as part of the Subscription Agreement entered into with Headlight.
In accordance with the definitions of the General Data Protection Regulation, Headlight will in some situations be data processor for the Customer when providing the agreed services. Headlight stores and processes personal data as part of providing the Service and the Subscription Agreement may include that Headlight also carries out other processing.
The Data Processing Terms constitute the Parties’ processor agreement for the personal data processing which Headlight undertakes to carry out as part of supplying the services agreed under the Subscription Agreement.
In accordance with the applicable data protection rules, Headlight is data processor, while the Customer is either data controller or data processor. Each Party must meet the obligations laid down in applicable data protection rules.
The Data Processing Terms apply from the time they enter into force and until Headlight has deleted the Customer’s data in accordance with the provisions contained in these Data Processing Terms. The Data Processing Terms and the Subscription Agreement are mutually dependent and the agreements may therefore not be terminated separately.
The Customer is responsible for complying with the personal data protection legislation applicable at any time to the personal data entrusted to Headlight for processing. In particular the Customer is responsible for and guarantees to Headlight that:
The Parties have agreed that the purpose of the processing is the delivery of online coaching services from Headlight to the Customer.
Headlight will carry out processing of the Customer’s personal data for as long as Headlight is required to do so under the Subscription Agreement – typically for as long as the Subscription Agreement is in force. Headlight will delete or anonymise the Customer’s data when the Customer’s Subscription Agreement terminates. The Customer may also instruct Headlight to delete the data at an earlier time in accordance with the item Return and deletion of the Customer’s data.
Headlight implements appropriate technical and organisational measures to protect the personal data made available from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data.
Headlight may change the implemented security measures on an ongoing basis, but when doing so, Headlight must make efforts to ensure that the changes overall do not result in a reduced level of security.
If Headlight becomes aware that a personal data breach has occurred in relation to Headlight’s services to the Customer, Headlight must notify the Customer without undue delay after having become aware of such breach.
Headlight must take reasonable and proportionate measures to mitigate the adverse effects of the breach without undue delay after becoming aware of the breach.
In continuation of the notification to the Customer, Headlight must provide a description of the circumstances of the breach, its nature, the measures Headlight has taken, or proposes to take, to mitigate any adverse effects of the breach and the circumstances Headlight believes the Customer should pay particular attention to in connection with the breach so that the Customer can meet its obligations in connection with data breaches within the time limits laid down in the General Data Protection Regulation.
Headlight’s notification of a personal data breach does not constitute an admission of fault or liability in relation to the personal data breach.
By accepting these Data Processing Terms, the Customer gives Headlight general authorisation for the use of other processors (sub-processors). Headlight may update the list of sub-processors used on an ongoing basis.
When engaging a sub-processor, Headlight ensures that a written agreement is entered into with the sub-processor in which it is ensured that
However, Headlight may, as an exemption, transfer the Customer’s data, including personal data, to a third country or an international organisation if this is required under EU or member state law to which Headlight is subject; in such a case Headlight must inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
The Customer’s own accessing of personal data stored at the Service from a location that results in a transfer of personal data to a third country is deemed to be the Customer’s own transfer and is thus not covered by Headlight’s liability or obligations.
At the Customer’s choice Headlight deletes or returns all personal data to the Customer after the end of the provision of services relating to the Subscription Agreement and deletes existing copies unless Headlight is subject to a legal obligation prescribing that Headlight must retain the personal data. Headlight carries out the Customer’s instructions to delete or return the Customer’s data as soon as practically possible.
As part of the instructions to Headlight the Customer further allows its data to be part of a backup procedure from which data are deleted when the backup is destroyed in accordance with Headlight’s backup procedure.
Headlight may amend these Data Processing Terms with ninety (90) days’ notice. Amendments that must necessarily be implemented before the end of this notice period may be implemented immediately.
If the Customer does not want to accept the amendments of which notice is given, the Customer may terminate the Subscription Agreement. The Customer has no other powers in consequence of amendments to the Data Processing Terms.