Staffbeat

Terms

Version 2.0

Effective Date: 2 June 2026

Definitions

Admin User: A user type with more rights than a regular User, including rights to change core settings in the Agreement, manage Users, export data and perform other administrative actions.

Agreement: The order form, subscription agreement, trial agreement, online order, statement of work or other agreement entered into between Staffbeat and the Customer for access to and use of the Application, including these Terms and any referenced documents.

Application: The digital employee engagement platform made available by Staffbeat, including staffbeat.app, related web applications, mobile applications and any optional modules or features offered directly by Staffbeat.

Application Data: Any data processed through the Application, including but not limited to customer information, posts, communications, surveys, forms, learning and training materials, documents, operational information, content uploaded by the Customer or Users and other data processed in or through the Application.

Anonymisation: The irreversible anonymisation of Personal Data so that the data no longer relates to an identified or identifiable person.

Archive Licence: A licence type that allows the Customer to store selected Application Data for a limited period following termination of an Agreement, for example to meet legal retention obligations.

Business Hours: The hours from 9:00 to 16:00 CET/CEST, Monday through Friday, excluding public holidays in Denmark.

Customer: The legal entity or individual who enters into the Agreement with Staffbeat and who is responsible for Users’ compliance with these Terms.

Data Controller: The entity that determines the purposes and means of the processing of Personal Data.

Data Processor: The entity that processes Personal Data on behalf of the Data Controller.

Data Processing Agreement: The data processing agreement entered into between the Customer and Staffbeat governing Staffbeat’s processing of Personal Data on behalf of the Customer.

Effective Date: The date on which the Agreement enters into force, unless another date is specified in the Agreement.

Personal Data: Any information relating to an identified or identifiable natural person.

Staffbeat: Staffbeat ApS, CVR No. 44544814, Frydenlundsvej 30, 2950 Vedbæk, Denmark.

Terms: These Staffbeat Subscription Terms, including all referenced documents and any future amendments made in accordance with these Terms.

Trial or Beta Features: Features made available on a temporary, trial, experimental or pre-release basis, provided ‘as is’ without guarantee of performance, availability, data retention or support.

User: Any person created, invited or authorised by the Customer to use the Application with individual login credentials.

Usage Data: Data generated through use of the Application, including technical, traffic, usage and diagnostic information, such as operating system, browser type, keyboard language, IP address, session duration, feedback, aggregated activity information and other platform usage information.

Headings are for convenience only and shall not affect interpretation. Unless the context otherwise requires, words in the singular include the plural and vice versa. The term ‘including’ shall be construed as ‘including but not limited to’.

1. Acceptance of Terms

1.1 These Terms apply to all use of the Application and form part of the Agreement between the Customer and Staffbeat.

1.2 These Terms are accepted upon execution or creation of an Agreement, by using the Application, or by otherwise indicating acceptance.

1.3 The Application is a business-to-business service provided by Staffbeat ApS, CVR No. 44544814, Frydenlundsvej 30, 2950 Vedbaek, Denmark.

1.4 Only duly authorised individuals are permitted to enter into an Agreement on behalf of the Customer. The Customer is responsible for ensuring that company information, billing information and other administrative information provided to Staffbeat is accurate and kept up to date.

1.5 The Customer is responsible for ensuring that Users are informed of and comply with these Terms, the Agreement and all applicable policies relating to use of the Application.

2. Term, Delivery and Invoicing

2.1 The Agreement enters into force on the Effective Date and continues until terminated in accordance with these Terms or the Agreement.

2.2 Unless otherwise agreed in writing, the subscription is billed annually in advance and automatically renews on a rolling 12-month basis.

2.3 Staffbeat reserves the right to invoice changes to the Agreement on a quarterly basis, including but not limited to package upgrades, added modules, additional Users, consumption-based services or other adjustments to the scope of the subscription.

2.4 Delivery of the Application takes place by making the Application available to the Customer as a software-as-a-service solution.

3. Scope and Use of the Agreement

3.1 The Application is provided as software as a service. The Customer receives a non-exclusive, non-transferable and limited right to access and use the Application during the term of the Agreement. No ownership rights in the Application, software or any copy thereof are transferred to the Customer or any User.

3.2 The Agreement has an initial binding period of 12 months from the Effective Date unless otherwise agreed in writing. Following the initial commitment period, the Agreement shall continue on a rolling basis and may be terminated in accordance with Section 8.

3.3 The applicable user level under the Agreement is calculated based on the number of Users or other agreed usage metrics. If the agreed limit is exceeded, the subscription may be upgraded automatically or invoiced accordingly. The Customer will be notified of the upgrade and the updated price, which may take effect from the time the limit is exceeded.

3.4 An overview of packages, modules and available features may be made available within the Application, in the Agreement or on Staffbeat’s website. Some features, services or add-on modules may be subject to separate terms or conditions.

3.5 Staffbeat may change the composition and content of packages and add-on modules with one month’s notice before the end of a quarter.

3.6 Login credentials are personal and may only be used by the individual User to whom they are assigned. Sharing login credentials is not permitted and may be considered material non-compliance.

3.7 The Agreement may not be assigned or transferred by the Customer to any third party without Staffbeat’s prior written consent.

3.8 The Application must not be used in any way that violates applicable law, infringes third-party rights, threatens the security or operation of the Application, or could reasonably be expected to harm Staffbeat’s name, reputation or goodwill.

3.9 Staffbeat may suspend access to the Application in case of suspected abuse, attack, unlawful activity, security risk, non-payment or other material breach involving the Agreement or the Application.

3.10 Staffbeat may suspend or restrict access in case of activities that burden, disrupt or threaten the Application or its infrastructure. Automated extraction, scraping, excessive automated requests or similar activities are not permitted without Staffbeat’s prior written consent.

3.11 Staffbeat may provide access to Trial or Beta Features. Such features are provided ‘as is’ and may be changed, suspended or discontinued at any time without guarantee of performance, availability, support or data retention.

4. Prices and Payment Terms

4.1 Payment terms are net 14 days from the invoice date, unless otherwise agreed in writing.

4.2 If payment is not made on time, Staffbeat may send payment reminders. A first reminder may be sent without a fee 7 days after the due date. A second reminder may be issued 10 days thereafter and may include a reminder fee of DKK 150. If payment remains outstanding 7 days after the second reminder, Staffbeat may block or suspend access to the Application. Access may be restored once payment is received, unless Staffbeat has terminated the Agreement in the meantime.

4.3 Invoices and reminders are sent to the billing email specified by the Customer. Delivery is considered to have occurred when sent by Staffbeat.

4.4 The applicable prices are stated in the Agreement, an appendix, order form or other applicable commercial documentation. Staffbeat may change prices with one month’s notice to the end of a quarter unless otherwise agreed in writing. All prices are exclusive of VAT and other applicable taxes.

5. Application Data

5.1 The Customer is the Data Controller for Application Data to the extent such data contains Personal Data and is processed by Staffbeat on behalf of the Customer. Staffbeat acts as Data Processor for such processing. The Data Processing Agreement governs Staffbeat’s processing of Personal Data on behalf of the Customer.

5.1.1 Staffbeat may engage authorised subprocessors for hosting, infrastructure, authentication, monitoring, AI-powered functionality, support and other services required to deliver, operate, secure and support the Application. All authorised subprocessors are subject to contractual obligations relating to confidentiality, security and data protection. A current list of authorised subprocessors is available on Staffbeat’s website and may be updated from time to time in accordance with the Data Processing Agreement.

5.2 Staffbeat is entitled to use Application Data to maintain, operate, support, secure, price, improve and develop the Application and related services, in each case in accordance with the Agreement, the Data Processing Agreement and applicable law.

5.3 After termination of the Agreement, Staffbeat is entitled to process Application Data in anonymised form.

5.4 Staffbeat may provide third parties or authorities with access to Application Data only where required or permitted by applicable law, court order, regulatory requirement, bankruptcy, insolvency, death or similar circumstances, or where necessary to protect Staffbeat’s rights or comply with legal obligations.

5.5 The Customer is solely responsible for ensuring that its use of the Application, its configuration of the Application and any uploaded or shared content comply with applicable laws and do not infringe third-party rights. The Customer shall promptly notify Staffbeat of any known or suspected security breach or unlawful use of the Application.

5.6 The Customer is responsible for implementing reasonable security practices, including managing internal access rights, promptly removing access for Users who no longer require access, using strong passwords and enabling multi-factor authentication where available.

6. Usage Data

6.1 Staffbeat may process Usage Data to the extent necessary for statistics, analytics, security, service improvement, product development, support, billing, operational monitoring and similar legitimate business purposes.

6.2 To the extent Usage Data contains Personal Data and Staffbeat determines the purposes and means of processing, Staffbeat acts as Data Controller and processes such data in accordance with Staffbeat’s Privacy Policy.

6.3 Usage Data may be aggregated or anonymised and combined with other data for statistical, analytical, product development and business insight purposes.

7. Operational Stability

7.1 Staffbeat strives for high operational stability but disclaims liability for service outages or disruptions, including those caused by factors beyond Staffbeat’s reasonable control, such as power outages, equipment failure, internet or telecom outages, supplier failures, security incidents or force majeure events. The Application and services are provided ‘as is’, and Staffbeat disclaims all warranties or guarantees, whether direct, indirect, statutory or implied, to the fullest extent permitted by applicable law.

7.2 In the event of breakdowns or disruptions, Staffbeat will strive to restore normal operations as quickly as reasonably possible.

7.3 Staffbeat aims to maintain 99.5% monthly uptime. Support enquiries submitted during Business Hours shall receive an initial response within 1 business day. Uptime may be monitored via Staffbeat’s public status page where made available.

7.4 Application Data is backed up regularly. Staffbeat currently aims to perform daily backups and retain backups for a period of 30 days. In the event of data corruption or loss, Staffbeat shall use reasonable efforts to restore the most recent intact version available.

7.5 Scheduled maintenance will preferably occur between 16:00 and 06:00 CET/CEST. If downtime is required outside these hours, advance notice will be provided where reasonably possible.

8. Termination

8.1 Unless otherwise agreed in writing, the subscription is billed annually in advance and is subject to a one-year commitment period. The Agreement may be terminated with 12 months’ notice, effective at the end of the current commitment period. Specific services may be subject to different minimum commitment periods or notice periods.

8.2 Staffbeat may terminate the Agreement with 6 months’ notice to the end of a calendar month, or without notice in case of material breach of these Terms, non-payment, unlawful use, security risk, bankruptcy, insolvency or similar circumstances affecting the Customer.

8.3 Upon termination of the Agreement, the Customer is entitled to export its Application Data using the export functionality available within the Application. Staffbeat may delete Application Data after expiry of any applicable retention period and in accordance with the Data Processing Agreement.

8.4 Staffbeat may offer an Archive Licence upon termination, under which selected Application Data is stored digitally for a limited period. The Archive Licence must be ordered before the Agreement ends and may be subject to separate pricing and conditions.

8.5 Data export should be completed before the Agreement ends. Where reasonably practicable, Staffbeat may provide a grace period of up to thirty (30) days following termination solely for the purpose of exporting Application Data. Staffbeat is not responsible for adapting export data for compatibility with third-party systems.

8.6 Staffbeat may terminate an Agreement that has been inactive for more than 12 months with 1 month’s notice. Inactivity is defined as no User logins during the relevant period. This does not apply to Archive Licences.

8.7 Where export functionality is available, exported data shall be made available in a machine-readable format. Staffbeat shall not be responsible for adapting, transforming or importing export data into third-party systems.

9. Changes

9.1 Staffbeat may update, improve and modify the Application, including by making structural, technical, functional, security-related or user-interface changes. Such changes may be made with or without notice and may affect services and data submitted to or retrieved from the Application.

9.2 Staffbeat may discontinue or replace features, integrations or modules where reasonably required for security, legal, technical, operational or commercial reasons.

10. Intellectual Property Rights

10.1 The Application and all information, software, documentation, designs, concepts, know-how, data models, workflows, user interfaces and other materials provided by or through Staffbeat, except for Application Data, are protected by copyright and other intellectual property rights and belong to or are licensed by Staffbeat. Custom-developed software also belongs to Staffbeat unless otherwise agreed in writing.

10.2 Staffbeat’s intellectual property is never transferred to the Customer. The Customer receives only the limited right to access and use the Application in accordance with the Agreement.

10.3 With respect to materials uploaded to or shared through the Application, the Customer grants Staffbeat and its vendors a licence sufficient to host, process, transmit, display and otherwise use such materials as necessary to operate the Application and fulfil obligations under the Agreement.

10.4 Materials uploaded to or shared within the Application must not infringe third-party rights and must not contain content that is unlawful, offensive, defamatory, discriminatory, harmful, malicious or otherwise inappropriate under applicable law or the Agreement. The Customer shall indemnify Staffbeat against losses arising from breach of this clause.

10.5 The Customer shall promptly inform Staffbeat of any actual or suspected unauthorised use of the Application or infringement of Staffbeat’s intellectual property rights of which the Customer becomes aware.

11. Assignment

11.1 Staffbeat may transfer or assign its rights and obligations under the Agreement to third parties, group-affiliated companies or successors, including in connection with a merger, restructuring, sale of assets or similar transaction.

12. Staffbeat’s Liability

12.1 Staffbeat disclaims all liability in relation to these Terms, the services or use of the Application, including loss of operations, loss of profits, business interruption, consequential damages, indirect losses, data loss, product liability or negligence, to the fullest extent permitted by applicable law.

12.2 Staffbeat is not responsible for third-party services available through or integrated with the Application, including added integrations. Staffbeat is not liable for their accuracy, completeness, quality, reliability, availability, security or any resulting loss. The burden of proof lies with the party asserting the claim.

12.3 Staffbeat is not liable for actions or omissions by Users, Admin Users or other persons acting under the Customer’s Agreement or credentials.

12.4 Staffbeat is not liable for unauthorised access caused by the Customer’s failure to activate available security features, use of weak passwords, sharing of credentials, inadequate access management or failure to remove access for former employees or other Users.

12.5 Regardless of the type of loss, claim or liability basis, Staffbeat’s total aggregate liability arising out of or in connection with the Agreement shall in no event exceed the lesser of: (a) the total fees paid by the Customer to Staffbeat under the Agreement during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) EUR 50,000.

12.6 Nothing in these Terms shall limit or exclude liability to the extent such limitation or exclusion is not permitted under applicable law.

12.7 Staffbeat shall be held harmless for product liability, third-party loss and other claims arising from the Customer’s or Users’ use of the Application, except to the extent such loss is caused by Staffbeat’s liability that cannot be excluded under applicable law.

13. Indemnification

13.1 The Customer shall indemnify Staffbeat for any claim, cost, loss, liability or expense arising from or related to: (a) the Customer’s or Users’ use of the Application; (b) Application Data or content uploaded, shared or processed by the Customer or Users; (c) breach of these Terms or the Agreement; (d) infringement of third-party rights; or (e) unlawful, negligent or improper use of the Application.

14. Force Majeure

14.1 Staffbeat is not responsible for delays or failure to fulfil obligations due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government mandates, strikes, labour disputes, power outages, internet failures, telecom failures, cyberattacks, supplier failures or similar unforeseen events.

14.2 Staffbeat is not responsible for supplier conditions covered by force majeure or circumstances beyond the relevant supplier’s reasonable control.

15. Confidentiality

15.1 Each Party shall keep confidential all non-public information received from the other Party in connection with the Agreement and shall not disclose such information to any third party except as required for the performance of the Agreement, to professional advisers, to subcontractors or service providers bound by confidentiality obligations, or as required by law.

15.2 The confidentiality obligation shall not apply to information which: (a) is or becomes publicly available without breach of the Agreement; (b) was lawfully known to the receiving Party before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the confidential information.

15.3 The confidentiality obligations under this Section 15 shall survive termination of the Agreement for a period of five (5) years. Confidentiality obligations relating to trade secrets shall continue for as long as the information remains a trade secret under applicable law.

15.4 Nothing in this Section limits Staffbeat’s right to process Application Data, Usage Data or Personal Data in accordance with the Agreement, the Data Processing Agreement and applicable law.

16. Amendments to Terms

16.1 Staffbeat may amend these Terms from time to time. The current Terms are available on Staffbeat’s website.

16.2 Reasonable notice of material changes will be given, normally 1 month before the changes take effect, by email, through the Application or by publication on Staffbeat’s website.

16.3 Continued use of the Application after the effective date of changes constitutes acceptance of the amended Terms.

17. Disputes

17.1 These Terms and the Agreement are governed by Danish law, excluding conflict of law rules.

17.2 Any dispute arising from or in connection with the Agreement, including these Terms, shall be settled by the Copenhagen City Court as the court of first instance, unless mandatory law requires another venue.

18. Publicity & References

18.1 Unless the Customer objects in writing, Staffbeat may use the Customer’s name and logo as a reference for marketing and promotional purposes.

18.2 Staffbeat shall use such references in a reasonable and professional manner and shall not imply endorsement beyond the fact that the Customer uses or has used Staffbeat.

19. Validity

19.1 These Terms are effective from 2 June 2026 and replace previous versions of Staffbeat’s subscription terms.

19.2 These Terms are drafted in English. If a Danish version is made available and there is a conflict between the Danish and English versions, the version expressly designated as governing in the Agreement shall prevail. If no version is designated, the English version shall prevail.

20. Severability

20.1 If any provision of these Terms is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

20.2 The invalid, illegal or unenforceable provision shall, to the extent possible, be replaced with a valid provision that most closely reflects the original intent and commercial purpose of the provision.

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