Terms of Service

1.1These Terms of Service ("Terms") govern your use of the fermt platform, a subscription-based ERP service for food producers (the "Service").

1.2The Service is provided by fermt ApS, Åløkkevej 1, 2720 Vanløse, Denmark ("fermt", "we", "us"). Contact: info@fermt.com.

1.3By creating an account, placing an order or using the Service, the legal entity on whose behalf you act (the "Customer", "you") accepts these Terms. The person accepting warrants that they are authorised to bind that entity.

1.4The Service is offered to businesses only. By accepting these Terms you confirm that you enter into this agreement for purposes relating to your trade, business, craft or profession. The Danish Consumer Contracts Act (forbrugeraftaleloven) and the consumer provisions of the Danish Sale of Goods Act do not apply.

1.5These Terms, together with the Data Processing Agreement and the order confirmation, constitute the entire agreement between the parties (the "Agreement") and supersede any earlier arrangement relating to the Service. The Customer’s own purchase terms or standard terms do not apply, even where referred to in the Customer’s order.

1.6The Data Processing Agreement referred to in clause 1.5 is published at fermt.com/dpa and forms an integral part of the Agreement. By accepting these Terms the Customer also accepts that agreement, as required by Article 28(3) of Regulation (EU) 2016/679 (GDPR). No separate signature is required.

2.1fermt grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the subscription term, for the Customer’s own internal business purposes.

2.2The Service is provided as software as a service. No software is delivered, licensed for installation or made available in source form.

2.3fermt may develop, modify and improve the Service on an ongoing basis. fermt will not materially reduce the core functionality of the Service during a subscription period without notice under clause 12.

2.4The Service is provided as a general-purpose tool. It is not certified, approved or audited against any food safety, traceability, accounting or tax standard, and fermt makes no representation that use of the Service will make the Customer compliant with any law or regulation applicable to the Customer.

3.1The Customer is responsible for all data, records, recipes, product information, orders and other content entered into the Service ("Customer Data"), including its accuracy, legality and completeness.

3.2The Customer remains solely responsible for compliance with all laws and regulations applicable to its business, including food safety and traceability requirements, bookkeeping and tax obligations, and for maintaining any records those rules require. The Customer must not rely on the Service as its sole or authoritative record for any statutory purpose.

3.3The Customer is responsible for the security of its account credentials and for all activity carried out under its account, and must notify fermt without undue delay of any suspected unauthorised access.

3.4The Customer must not: (i) resell, sublicense or make the Service available to third parties; (ii) reverse engineer, decompile or attempt to derive the source code of the Service; (iii) use the Service to store or transmit unlawful material; (iv) circumvent usage limits or security measures; or (v) use the Service in a way that impairs its operation for other customers.

3.5The Customer must not enter special categories of personal data (Article 9 GDPR) or personal data relating to criminal convictions into the Service. The Service is not designed for such data, and fermt accepts no liability arising from it.

4.1The subscription fee is DKK 625 per month per organisation, exclusive of VAT. Danish VAT at the applicable rate (currently 25%) is added.

4.2Fees are charged monthly in advance by card through our payment processor, Stripe. The Customer authorises recurring charges for the duration of the subscription.

4.3fermt may adjust the fee with 60 days’ written notice, effective from the start of the next subscription period. If the Customer does not accept the adjustment, the Customer may terminate with effect from the date the new fee would take effect.

4.4If payment fails, fermt may, after written reminder and a grace period of at least 14 days, suspend access to the Service until payment is made. Suspension does not relieve the Customer of the obligation to pay accrued fees.

4.5Interest on overdue amounts accrues in accordance with the Danish Interest Act (renteloven).

4.6Fees paid are non-refundable, including for partial months and for periods in which the Customer did not use the Service.

5.1The Service is provided without a guaranteed level of availability. fermt does not commit to any uptime percentage and does not offer a service level agreement.

5.2fermt aims to give at least 48 hours’ notice of planned maintenance that is expected to cause downtime, by email or in-application notice. Emergency maintenance may be carried out without notice.

5.3Support is provided by email to info@fermt.com during Danish business days. fermt aims to respond within two business days. No response time is guaranteed.

5.4fermt is not liable for unavailability, degraded performance or data loss caused by factors outside its reasonable control, including failures at hosting providers, payment processors, network operators or the Customer’s own systems.

6.1As between the parties, the Customer owns all Customer Data. fermt processes Customer Data only as set out in the Agreement and the Data Processing Agreement.

6.2fermt takes regular backups of the production environment for the purpose of service continuity. Backups are a disaster recovery measure for fermt’s own infrastructure and are not a data retention service for the Customer. fermt does not undertake to restore individual records, accounts or deletions requested by the Customer.

6.3The Customer may export its Customer Data from the Service at any time during the subscription term using the export functionality provided.

6.4On termination for any reason, the Customer retains read and export access for 30 days from the effective date of termination. After that period, Customer Data is deleted from production systems, and from backups in accordance with the backup rotation described in the Data Processing Agreement.

6.5The Customer is responsible for exporting its data within the period in clause 6.4 and for maintaining its own copies of any records it is required to keep.

7.1fermt and its licensors own all rights in the Service, including software, design, documentation and trade marks. Nothing in the Agreement transfers any such right to the Customer.

7.2Feedback and suggestions provided by the Customer may be used by fermt without restriction or compensation.

7.3fermt may use aggregated and anonymised data derived from use of the Service for the purpose of operating, securing and improving the Service, provided such data cannot be attributed to the Customer or to any individual.

8.1Each party shall keep confidential any non-public information received from the other party and use it only for the purpose of the Agreement. The obligation survives termination for three years.

8.2The obligation does not apply to information that is or becomes public without breach, was already lawfully known, or must be disclosed by law or order of a public authority.

9.1fermt warrants that it will provide the Service with reasonable skill and care.

9.2Except as expressly stated in clause 9.1, the Service is provided "as is" and "as available". To the extent permitted by law, fermt disclaims all other warranties, whether express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, accuracy, uninterrupted operation or error-free performance.

9.3fermt does not warrant that the Service will meet the Customer’s requirements, that defects will be corrected, or that output generated by the Service is accurate or fit for any regulatory purpose.

10.1fermt is not liable for indirect or consequential loss, including loss of profit, loss of revenue, loss of production, loss of goodwill, loss of anticipated savings, claims from the Customer’s own customers, or costs of recall, retesting or reprocessing of products.

10.2fermt is not liable for loss, corruption or unavailability of Customer Data, except where caused by fermt’s breach of its security obligations under the Data Processing Agreement.

10.3fermt’s total aggregate liability under the Agreement, regardless of the number of claims and the basis of liability, is limited to the fees actually paid by the Customer under the Agreement in the 12 months preceding the event giving rise to the claim.

10.4Claims must be brought without undue delay after the Customer became or ought to have become aware of the circumstances giving rise to the claim, and in any event within 12 months of that date, failing which the claim lapses.

10.5The limitations in clauses 10.1 to 10.4 do not apply to liability arising from wilful misconduct or gross negligence, to liability for death or personal injury, or to liability that cannot be limited under mandatory Danish law. Nothing in the Agreement limits either party’s liability towards data subjects under Article 82 GDPR; as between the parties, liability for data protection matters is allocated in the Data Processing Agreement.

10.6The limitations in this clause apply equally to fermt’s directors, employees and subcontractors.

11.1The Customer shall indemnify fermt against any claim, loss, liability and reasonable cost arising from (i) Customer Data, (ii) the Customer’s use of the Service in breach of the Agreement or applicable law, or (iii) claims by the Customer’s own customers or by authorities relating to the Customer’s products, records or regulatory compliance.

12.1The subscription runs on a monthly basis and renews automatically until terminated.

12.2The Customer may terminate at any time with effect from the end of the current paid period, by email to info@fermt.com stating the account and the requested end date. fermt processes cancellation requests within two business days. Access continues until the end of the paid period.

12.3fermt may terminate the Agreement for convenience with 60 days’ written notice.

12.4Either party may terminate with immediate effect if the other party materially breaches the Agreement and fails to remedy the breach within 30 days of written notice, or becomes insolvent or subject to bankruptcy proceedings.

12.5fermt may change these Terms with 30 days’ written notice by email. Continued use after the notice period constitutes acceptance. If a change materially disadvantages the Customer, the Customer may terminate with effect from the date the change takes effect, without further liability.

12.6A change of contracting party requires the Customer’s consent and is not effected by notice under clause 12.5.

12.7Clauses 6.4 to 6.5, 7, 8, 10 and 14 survive termination.

13.1Neither party is liable for failure to perform caused by circumstances beyond its reasonable control, including war, civil unrest, natural disaster, epidemic, general strike, failure of public infrastructure, large-scale cyber attack, or acts of public authorities. If the situation persists for more than 60 days, either party may terminate the Agreement without liability.

14.1The Agreement is governed by Danish law, excluding its conflict of law rules and excluding the UN Convention on Contracts for the International Sale of Goods.

14.2Any dispute shall be brought before the Copenhagen City Court (Københavns Byret) as the court of first instance.

14.3Before commencing proceedings, the parties shall attempt in good faith to resolve the dispute through negotiation between persons with authority to settle.

15.1The Customer may not assign the Agreement without fermt’s prior written consent. fermt may assign the Agreement to a group company or in connection with a merger or sale of the business, subject to clause 12.6.

15.2If any provision is held invalid or unenforceable, the remaining provisions remain in force, and the invalid provision shall be replaced by a valid provision that comes closest to its commercial purpose.

15.3Failure to enforce a provision does not constitute a waiver.

15.4Notices under the Agreement are given by email to the addresses registered by the parties.