Last updated: January 2026
These Trial Subscription Terms supplement and modify the General Terms and Conditions (Section 2) when the Customer accesses the vimpl.com Boards under a trial subscription. In the event of any conflict between these Trial Subscription Terms and the General Terms and Conditions, these Trial Subscription Terms shall prevail during the Trial Period.
The Customer may access the vimpl.com Boards on a trial basis for a period of thirty (30) days from the date of activation ("Trial Period"). The Trial Period is available only to new customers who have not previously subscribed to the Service.
No payment shall be required during the Trial Period. The Customer shall not be charged any fees for access to the Solution during the Trial Period unless the Customer explicitly elects to convert to a paid subscription prior to the expiration of the Trial Period.
Unless the Customer cancels the trial subscription prior to the end of the Trial Period, the trial subscription shall automatically convert to a paid subscription at the then-current standard pricing. The Customer authorizes vimpl.com to charge the payment method on file beginning on the first day following the expiration of the Trial Period.
During the Trial Period, the Customer's access to the Solution may be subject to certain limitations as specified in the trial offer. vimpl.com reserves the right to modify these limitations at any time during the Trial Period.
The Customer may cancel the trial subscription at any time during the Trial Period without incurring any charges or penalties. Cancellation must be completed at least twenty-four (24) hours prior to the end of the Trial Period to avoid automatic conversion to a paid subscription. Cancellation may be effected through the Customer's account settings or by contacting vimpl.com customer support.
Upon expiration or cancellation of the Trial Period, Customer Data shall be retained for a period of thirty (30) days. If the Customer does not convert to a paid subscription within this retention period, all Customer Data may be permanently deleted. vimpl.com shall have no obligation to retain or return Customer Data following this retention period.
The Solution is provided on an "as-is" basis during the Trial Period. vimpl.com makes no guarantees regarding uptime, performance, or availability during the Trial Period. The Service Level Agreement provisions, if any, contained in the General Terms and Conditions shall not apply during the Trial Period.
vimpl.com reserves the right to modify, suspend, or terminate the trial offering at any time without prior notice.
"Additional Users" means any Users in excess of the Minimum Number of Users, authorised or activated by the Customer or a Super User to access or use the Solution, or recorded as having accessed or used the Solution by vimpl.com.
"Affiliate" means an individual or legal entity which directly or indirectly controls, is controlled by, or is under common control with a Party (whether by means of ownership, contract or otherwise) by having the power or ability to direct the affairs of the individual, legal entity or Party in question.
"Agreement" has the meaning set out in the Order Form.
"Charges" means the charges payable by the Customer for vimpl.com's provision of the access to and rights of use of the Solution under this Agreement.
"Clause" means any clauses in these general terms and conditions.
"Confidential Information" has the meaning set out in Clause 2.21.1.
"Customer Data" means any data which the Customer or its Affiliates provide(s) or make(s) available to the Solution or to vimpl.com (whether directly or indirectly, including through third parties) for use in connection with the Solution(s), including any data uploaded, entered, or otherwise transmitted by Users. Customer Data shall also include any Intellectual Property Rights incorporated or embedded therein. For the avoidance of doubt, any outputs generated by the Solution (e.g. by any AI features of the Solution) which includes Customer Data shall be considered Customer Data.
"Date of Access" means the date when vimpl.com makes the Solution available to Customer, as set out in the Order Form.
"End User" means any named person employed or contracted by the Customer or any of its Affiliates who has been duly authorised by the Customer or a Super User to use the end user features and functionality of the Solution.
"Effective Date" has the meaning set out in the Order Form.
"Initial Term" has the meaning set out in the Order Form.
"Intellectual Property Rights" means all intellectual property rights of any kind (whether or not they can be subject to registration and whether or not they are registered or are subject to an application for registration), including, but not limited to, copyrights, patent rights, rights to inventions, rights in designs, trade or business names, domain names as well as rights in proprietary information, technology and knowhow and all other rights or forms of protection of a similar nature.
"Minimum Number of Users" means the minimum number of Users specified in the Order Form, irrespective of whether the Customer (or a Super User) actually registers or activates that minimum number of Users.
"Offline Materials" means the materials and content such as cheat sheets, quick guides or other resources in PDF or similar format, which can be downloaded by a User in or from the Solution(s) or otherwise stored locally by the User.
"Order Form" means the Order Form signed by the Parties.
"Party" means either vimpl.com or the Customer, and "Parties" means vimpl.com and the Customer collectively.
"Renewal Term" has the meaning set out in Clause 2.15.2.
"Solution" means the relevant part(s) of vimpl.com's Toolbox solution (including Offline Materials) for assisting in the use of Microsoft Dynamics 365 as described in Appendix 3 (Toolbox Description), which the Customer has subscribed to under the Order Form, as set out in the Order Form.
"Super User" means any named person who is an employee of Customer and who is duly authorised by Customer to use the administrative features and functions of the Solution, including to administer Users' access to and use of the Solution.
"Term" means, collectively, the Initial Term of the Agreement and any subsequent Renewal Term.
"Third Party Services" means any services, software, or products provided, licensed, or made available by a third-party supplier that are either (i) used or incorporated by vimpl.com into the Solution, or (ii) relied upon by vimpl.com for the performance of its obligations under this Agreement, whether provided directly by the third party or through vimpl.com.
"User" means any Super User or End User.
These general terms and conditions apply solely to the provision of the Solution. The Parties may enter into one or more Order Forms for the inclusion of additional parts of the Solution which upon execution by the Parties will be incorporated into this Agreement.
Any other services not covered by this Agreement, but requested by the Customer, will be performed by vimpl.com on a time and material basis and subject to vimpl.com's applicable hourly rates upon the parties' prior mutual agreement for the delivery of such services.
With effect from the Date of Access, and during the Term, vimpl.com hereby grants each User of the Customer and its Affiliates a non-exclusive, time-limited, revocable, non-transferrable right to access and use the Solution. For the purpose of this Clause, "use" shall mean the right to use the Solution and any related material such as Offline Materials as intended or contemplated for the Customer's or its Affiliates' own internal business purposes, however, limited to the actual number of Users paid for by the Customer as well as on the terms and conditions reflected in the Agreement.
The right of access and use of the Solution of each User is strictly personal. Hence, each User shall keep its username, credentials, password, etc. confidential and may not share these with others or otherwise permit or allow others to access and use the Solution on behalf of the User in question, including others within in the organisation of the Customer.
The use of Offline Material by each User is also personal. Hence, any User having stored or downloaded such Offline Materials locally may only use such Offline Materials itself and shall protect such Offline Materials against access from and use by others, including others within the organisation of the Customer, unless agreed otherwise in writing with vimpl.com. For instance such Offline Material may not be stored in folders, which can be accessed by others or only be stored subject to protection by a password only known by the specific User.
The Customer shall remain fully responsible and liable to vimpl.com for all acts or omissions of any Customer Affiliate or a User as if such acts or omissions were performed by the Customer itself.
vimpl.com may increase, decrease or modify the functionality of the Solution to the extent it does not materially impair the performance of the Solution.
vimpl.com may develop new modules or products, which may be separately marketed and priced, and which are not part of the Agreement. For the avoidance of doubt, vimpl.com is as part of this Agreement not under a duty to perform development work, unless otherwise agreed.
vimpl.com will, at its discretion, update the Solution at no additional charge in the form of new versions, updates, service packs, releases or hot-fixes. However, vimpl.com does not warrant or undertake any commitment as to the frequency or scope of such new versions, updates, service packs, releases or hot-fixes. This also means that the certain content or parts of the Solution might not always be fully up-to-date to reflect the latest changes to Microsoft Dynamics 365.
vimpl.com is in its discretion (and without notifying the Customer) entitled to change the Solution through updates, modifications, etc. that do not materially change the Solution and its core functionalities. vimpl.com shall use its reasonable efforts to inform the Customer in advance of all updates, modifications etc. that causes material changes to the Solution and its core functionalities. All new versions, updates, etc. will be subject to the terms and conditions of the Agreement and will be considered an integrated part of the applicable Solution.
vimpl.com reserves the right to immediately suspend the use and access to the Solution if vimpl.com reasonably believes that (i) the Customer or its Affiliates'/Users' access to and use of the Solution is materially impacting any other customer's use of the Solution or vimpl.com's supply of the Solution in general, (ii) the Customer or its Affiliates'/Users' access to and use of the Solution violates the Agreement (including any usage policy or misuse of the Solution) or applicable law or (iii) the Customer or its Affiliates/Users are the source of any security breach, suspected security breach or compromise of stored data.
During the Term, the Customer may add Additional Users against the applicable Charge per User set out in the Order Form (it being understood that the Charges always apply for a full month notwithstanding when the Additional User is added/activated). This may be done by a request to vimpl.com or by a Super User setting up such new Additional User directly in the Solution (however, a Super User can only add an End User and not a Super User). The Customer confirms that each Super User designated by the Customer is duly authorised to create Additional Users in the Solution and to incur the relevant Charges associated with such Additional User on behalf of the Customer.
Any Additional Users activated/registered during the Initial Term or a Renewal Term shall be bound and chargeable for the remainder of such term and otherwise be subject to the terms and conditions of this Agreement, including the scope of usage rights specified herein.
Subject to the same notice as set out in Clause 2.15.3, prior to the expiration of the Initial Term or a Renewal Term, the Customer can de-register/de-activate any Additional Users that it does not wish to carry forward into the subsequent Renewal Term (in such a way that the Additional User has been removed and no longer has access to the Solution). If the Customer does not de-register/de-activate those Additional Users prior to the commencement of the subsequent Renewal Term, such Additional Users shall automatically carry forward and remain bound and chargeable for the duration of that subsequent Renewal Term. For the avoidance of doubt, the Customer cannot de-register/de-activate any Users below the Minimum Number of Users but may terminate the Agreement in its entirety in accordance with Clause 2.15.3.
In the event that a User resigns or is no longer employed with or contracted by the Customer or any of its Affiliates or a User is allocated to a different role or job function within the Customer or any of its Affiliates, the Customer is entitled to designate another named person (employed or contracted by the Customer or any of its Affiliates as appropriate) to replace such User (at no additional cost to the Customer). Such replacements shall take effect from the first of a month and must not result in simultaneous or unauthorised access to the Solution. vimpl.com reserves the right to require - and the Customer is obliged to provide - reasonable documentation to verify the circumstances of any such replacement.
The Customer and all Users shall not:
The Customer is aware that a satisfactory use of the Solution may from time to time require certain minimum and compatibility requirements in respect of hardware, IT systems or third-party software. It is the sole responsibility of the Customer to meet such requirements, which may be updated from time to time.
All Intellectual Property Rights pertaining to the Solution and any material related to the Solution, as well as any modifications, development work, and enhancements therein and any other deliverables by vimpl.com under the Agreement, including work not explicitly covered by this Agreement but related hereto, shall accrue to or continue to vest exclusively in and with vimpl.com, including the right to amend, modify, redistribute and transfer such Intellectual Property Rights.
Any rights to the Customer Data belong to the Customer.
In the event of termination or expiry of the Agreement, howsoever occurring, vimpl.com shall upon the Customer's request provide all necessary termination assistance until all Customer Data in vimpl.com's possession has been transferred to the Customer or a replacement service provider designated by the Customer in the same format as the Customer Data was delivered to vimpl.com. Any such termination assistance shall be chargeable by vimpl.com on a time and material basis.
The Customer grants vimpl.com and its Affiliates a non-exclusive, revocable, transferrable, sublicensable, royalty-free, fully-paid, worldwide right and license, as of the Effective Date, to all Customer Data for vimpl.com and its Affiliates to use solely for the purposes of providing the Solution to Customer. Further, vimpl.com and its Affiliates may not disclose such Customer Data to third parties that are not needed to operate/provide the Solution.
vimpl.com is entitled to use any ideas, suggestions, etc. provided by the Customer to vimpl.com, e.g. concerning updates and development of new functions/products. The Customer hereby irrevocable assigns and transfers any and all Intellectual Property Rights to such ideas, suggestions, etc. to vimpl.com free of charge.
During the Term, the Customer shall pay the applicable Charges.
Parts of the Solution that are charged per User are charged on the basis of (i) the Minimum Number of Users, and (ii) any Additional Users, unless such Additional User have been de-register/de-activate in accordance with Clause 2.4.3.
Payment must take place no later than 30 days from the date such invoice was issued.
In case of delayed payment, vimpl.com is entitled to interest on the outstanding amount from the due date until the date of payment, at the rate to be charged in case of late payment pursuant to the Danish Interest Rates Act (in Danish: "Renteloven").
Unless otherwise agreed between the Parties in the Order Form, the Charges are exclusive of relevant costs (e.g. to third-party suppliers) and other expenses incurred in carrying out the delivery of the Solution, and other services, including reasonable travel costs. The costs of travel time shall be calculated on the basis of vimpl.com's hourly rate. Mileages will be calculated using the mileages allowance rates published by the Danish Tax Authorities applicable from time to time.
The Charges are exclusive of VAT, duties, levies, and other indirect taxes. To the extent permitted by applicable law, vimpl.com may charge, and Customer must pay, any such indirect taxes. Customer may not deduct such indirect taxes from the Charges, and Customer shall ensure that, after accounting for any applicable gross-up on withholding taxes, the full amount set out in the invoice is received by Supplier. In the event that withholding tax (or similar tax) is applied to the Charges, Customer must pay the amount deducted or withheld as required by law and gross up its payment to vimpl.com so that vimpl.com receives payment in full as if there were no deduction or withholding. The Customer shall, within 30 days of making any such tax payment provide vimpl.com with all relevant documentation and proof of any such tax payments.
vimpl.com shall be entitled to adjust the Charges once a year with effect as of 1 January. The adjustment shall be based on the development in net price index (in Danish "Nettoprisindekset) published by Statistics Denmark by comparing the index for October prior to the effective date of the price adjustment with October the year before, however always no less than 2 percent.
In addition, if the costs of producing or providing the Solution increase due to new regulatory requirements or other costs reasonably outside the control of vimpl.com, vimpl.com shall be entitled to increase the Charges correspondingly by a notice of 30 days.
In order to protect the Solution against unauthorised use and copying, vimpl.com may implement or have in place access control measures and monitoring mechanisms. Such measures may include, but are not limited to, tracking the number of Users accessing the Solution, analysing login activity, monitoring concurrent sessions, recording IP addresses, and identifying devices used to access the Solution.
vimpl.com reserves the right to require - and the Customer is obliged to provide - reasonable documentation to verify the Customer's compliance with its obligations contained in this Agreement.
Further, vimpl.com may, at its expense and no more than once every 12 months, appoint its own personnel or an independent third party (or both) to verify that the Customer's use or deployment of the Solution comply with the terms of the Agreement. The Customer is obliged to provide all reasonable information and assistance requested by vimpl.com. In the event that the Customer's use of the Solution is in violation of the Agreement, e.g. misuse of the usage rights, the Customer shall immediately settle underpayment on the basis of the applicable Charges and the Customer shall pay all reasonable expenses incurred by vimpl.com related to such audit. This right shall not be in lieu of any other rights available to vimpl.com under this Agreement or applicable law.
vimpl.com represents and warrants that it is duly organised, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organisation, and that it has all requisite power and authority to carry out its obligations described in the Agreement.
Except as expressly set out in this Agreement, vimpl.com expressly disclaims, to the fullest extent permitted by applicable law, any guarantees, warranties, terms, conditions, undertakings and representations, express or implied, regarding the Solution, including in regard to accuracy, performance, merchantability, and fitness for a particular use. In particular, the Customer acknowledges and accepts that the Solution (including the Offline Materials) is of a generic nature and that the use of the Solution (including the Offline Materials) is not a guarantee that the Customer will be able to perform or complete flawless or error-free implementation project itself, and vimpl.com does not warrant or guarantee that specific results can or will be achieved by the Customer. Further, vimpl.com does not warrant that use of the Solution will be uninterrupted or error-free.
vimpl.com will use reasonable efforts to provide and make the Solution available to the Customer. Nevertheless, notwithstanding anything to the contrary in this Agreement, the Solution is provided "as is" and "as available," and its availability is dependent on the availability and performance of Third Party Services, including any third-party hosting services used to make the Solution available. To the fullest extent permitted by law, vimpl.com disclaims any liability of interruptions and unavailability of the Solution that arise from the unavailability, failure, or performance issues of such Third Party Services.
The Solution may use Third Party Services and vimpl.com is entitled to use Third Party Services which may be changed during the Term at the discretion of vimpl.com, provided such change does not materially adversely affect the functionalities of the Solution.
The Customer accepts that its access to and use of Third-Party Services may be subject to third-party terms and conditions (which apply between the Customer and the third-party supplier, even if vimpl.com acts as the direct supplier), and the Customer is responsible for complying with those terms. vimpl.com makes no representations and disclaims any warranties regarding any Third-Party Services, including (without limitation) their accuracy, completeness, or authenticity or any interaction between the Customer (or a User) and the third-party supplier, provided however that vimpl.com will not use Third Party Services that uses Customer Data for any other purposes than providing the Solution to the Customer, including for training of AI-models for vimpl.com's or such third party supplier's own benefit. To the extent possible and permissible, vimpl.com will pass on to the Customer any warranties or rights it receives from such third-party suppliers. In any event, vimpl.com's liability relating to Third-Party Services is limited to the liability the relevant third-party supplier has towards vimpl.com, so that Customer does not obtain a better legal position against vimpl.com than vimpl.com has against the third-party supplier.
The aggregate liability of a Party under the Agreement shall in no event exceed an amount equal to 100 % of the total Charges paid by Customer in the twelve (12) months period preceding the date of the first claim made for the part of the Solution in question. If the Agreement has not been in force twelve (12) months at the time of occurrence of the breach for which the first claim is made, the "total Charges" shall be deemed to include all Charges paid for the actual period lapsed for such part of the Solution and multiplied with a factor to correspond to a twelve (12) month period.
The Parties shall not be liable for indirect losses, loss of profits, business, revenue, goodwill, or data unless otherwise provided in the Agreement.
The limitation of liability under clauses 2.12.1 and 2.12.2 shall apply to any and all claims irrespective of the basis of the claims, i.e. damages, proportionate reduction and penalties. However, the limitation of liability under clauses 2.12.1 and 2.12.2 shall not apply to the Charges payable by Customer.
Nothing in this Agreement limits or excludes the liability of a party for: (i) any death or personal injury caused by its negligence, (ii) any fraud, fraudulent misrepresentation, gross negligence or wilful misconduct, or (iii) any statutory or other liability, which, in all cases ((i)-(iii)), cannot be excluded or limited under applicable law.
vimpl.com will (i) defend any third-party claim against the Customer during the term of the Agreement to the extent the claim alleges that the Solution directly infringes the third party's Intellectual Property Rights and (ii) indemnify the Customer for any losses, fees, costs, and damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by vimpl.com) for such infringement.