Terms and conditions
NIORA TERMS AND CONDITIONS
The following Terms and Conditions govern all use of our Software and SaaS Services and Professional Services (together or individually “Services”) operated by Niora Labs AB, (the “Company”).
This document together with the attached Data Processing Agreement and each applicable Order Form (defined below) executed between Company and you (“Customer”) form the “Agreement”, starting on the Effective Date.
Company and Customer are hereinafter referred to individually as “Party” and together as the “Parties“.
These Terms and Conditions apply to Authorized Users as defined within this Agreement. In case of any conflict between this document and any applicable Order Form, the Order Form shall control and prevail. Nothing in this Agreement requires the transfer of ownership of any of your data.
- DEFINITIONS
Agreement
The Terms and Conditions together with the attached Data Processing Agreement and each applicable Order Form executed between Company and Customer.
Authorized Users
Any employee or contractor of Customer, Affiliates or other users whom Customer has authorized to access Services on its behalf and under its responsibility, including but not limiting to Customer Third-Party collaborators of Customer’s datasets.
Company
Niora Labs AB, org. nr. 559521-0955, established in Tomtebogatan 46, 113 38 Stockholm, Sweden.
Confidential Information
Is as defined in any applicable Non Disclosure Agreement (the “NDA”) executed and that remains in force between Parties. If no NDA has been already executed then it is defined as follows:
Any business, technical or financial information which is not generally known or readily accessible to the public, in the sense that it is not as a body or in the precise configuration and assembly of its components generally known among or readily accessible to the persons active in the field, which is marked as “confidential” or which can reasonably deemed confidential based on the circumstances of the disclosure and which is communicated by or on behalf of Disclosing Party to Receiving Party in connection with Agreement, in tangible form or intangible form, no matter on which medium.
Confidential Information includes but is not limited to:
i) Concepts and ideas relating to the development and distribution of content or to the current, future and proposed products or services;
ii) Technical data, trade secrets, drawings, research results, product or service ideas, inventions, know-how, software code and programs (including modules, scripts, algorithms and features), software designs, computer programs (in particular source codes, even when disclosed after reverse engineering efforts), algorithms, data models, software source documents and user or internal documentation;
iii) Information regarding plans for research, development, new services or products, marketing and selling (including prices, licensing and distribution), business plans, forecasts, budgets and unpublished financial statements, suppliers and customers;
iv) Customer Data;
v) Existence of business discussions, negotiations or agreements between Parties;
vi) Any information regarding the personal information, skills and compensation of employees, contractors or other agents of Customers or its subsidiaries or affiliates. Confidential Information includes copies, analyses, syntheses, or abstracts made of it as well as products, modules, samples, prototypes or parts that may reveal Confidential Information.
Information that shall not constitute as Confidential is information that is disclosed by Disclosing Party which Receiving Party is able to prove:
i) was in the possession of the Receiving Party at the time of disclosure; or
ii) is at the time of disclosure, or subsequently becomes, generally available to the public through no breach of this Agreement by the Receiving Party; or
iii) is lawfully obtained from a Third-Party provided that the Third-Party is not, to Receiving Party’s best knowledge, in breach of any obligation of confidentiality to Disclosing Party relating to that information; or
iv) is independently acquired or developed by or for Receiving Party without violation of this Agreement.
Customer Data
Data (including but not limited to photos, videos and point clouds) initially uploaded by Customer on Company’s Platform with the intent of being processed by Company’s Services, and data and meta-data generated by (or on behalf of) Customer, in relation to the initially uploaded data (including but not limited to labeled data) using Company’s Services.
Customer Third-Party
A Third-Party that has been specifically designated or authorized by Customer to receive data or services in accordance with this Agreement, including but not limited to data recipients under Article 5.9 and switching service providers under Article 5.12.
Documentation
User manuals, such as FAQs, guides, and other online help files provided by Company, that explain how to use SaaS Services. This includes any instructions, specifications, or other materials provided by the Company for understanding and operating Platform effectively. Documentation may be in written or electronic form and includes any updates or revisions provided during the Term of Agreement.
Effective Date
The date specified in Order Form, whether or not the Customer has started using the SaaS Services and/or Professional Services.
Equipment
Equipment and ancillary services to connect to, access or otherwise use Services, including, without limitation, modems, servers, software, operating systems, networking, and the like.
Fees
Fees described in Order Form for SaaS Services and Professional Services.
Intellectual Property Rights (IP)
All intellectual property rights granted under the applicable laws, including but not limited to copyright, database rights, trademarks rights, patent rights, design rights, whether registered or not, including applications for such rights.
Order Form
Specific terms and conditions labeled as such, applicable between Customer and Company, including orders made on the Platform.
Payment Terms
Payment terms including payment schedule and payment method.
Platform
Means the Niora Hub (app.niora.ai) from time to time.
Professional Services
Services performed by Company for Customer such as but not limited to: implementation, labeling, workforce training, model development, installation services or other consultancy services in connection with SaaS Services.
SaaS Services
The availability of, access to and use of the Niora software solution (“SaaS Services”) and accessory services via the Platform encompassing the provision of Niora Hub, unless otherwise defined in the applicable Order Form under ‘SaaS Services’.
Term
The period for which Services are delivered, as defined in the applicable Order Form.
Third-Party
Any person or entity other than Company and Customer, including but not limited to external service providers, contractors, suppliers, or other business entities that are not party to this Agreement.
Third-Party Offerings
External service offered by Third-Parties that Customer may need to obtain to access Services such as but not limited to certain hardware, software applications or other external services (e.g. labeling workforce services).
- SERVICES AND SUPPORT
2.1. Company will use commercially reasonable efforts to provide Customer the SaaS Services and Professional Services.
2.2. As part of the registration process, Customer will identify administrative usernames and passwords for Customer’s required accounts of Authorized Users.
2.3. Company may at its sole discretion modify, update, upgrade or extend Services (including, by way of example, adding features and functionality, or enhancing security or usability) and inform Customer about these modifications. Notwithstanding the functionality described in Definitions of “SaaS Services” will be maintained.
2.4. The Company shall always be entitled to invoice for the number of hours of Professional Services set out in Order Form. If Company provides Professional Services beyond those agreed in an Order Form upon mutual written consent, (including, without limitation, in excess of any hours estimates set forth therein), Customer will pay Company the agreed consultation rates for the mission. Any agreement regarding Professional Services beyond those agreed in the Order Form may also be agreed by e-mail.
2.5. In the event that any modification, update, upgrade, or extension of SaaS Services materially reduces its performance, as determined by SaaS Services not performing according to Company’s Documentation, then Customer shall have the right to terminate Agreement upon fifteen (15) days written notice to Company if Company does not remedy the performance reduction within the fifteen (15) day notice period.
- RESPONSIBILITIES
3.1. Before concluding this Agreement, the Company has provided information in accordance with Article 3.3 of Regulation (EU) 2023/2854 Data Act.
3.2. Company shall maintain an up-to-date online register with details of all data structures and data formats as well as relevant standards and open interoperability specifications for exportable data.
3.3. The Data Processing Agreement (the “DPA”), which constitutes an integral part of this Agreement, contains an exhaustive specification of all categories of Customer Data and digital assets that can be ported during the switching process, including at minimum all exportable data, and an exhaustive specification of categories of data specific to Company’s internal functioning that are exempted from exportable data where risk of breach of Company’s trade secrets exists.
3.4. Customer shall use Services in compliance with Agreement, with all Third-Party rights and with all applicable laws.
3.5. Customer shall refrain from any activities that (without prejudice to Article 3.7):
i) interfere with, modify, disrupt or disable features or functionality of SaaS Services, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of SaaS Services;
ii) unless otherwise set out in the Order Form, use SaaS Services for time sharing or service bureau purposes or otherwise for the benefit of a Third-Party and neither to permit other individuals or entities to create Internet “links” to SaaS Services or “frame” or “mirror” SaaS Services on any other server, or wireless or Internet-based device;
iii) Allow access to the SaaS Services or any part thereof or use or seek to commercially exploit any of the foregoing for the benefit of any Third-Party.
3.6. Customer alone shall have the responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and Intellectual Property ownership or right to use of all Customer Data. It represents and warrants that the use of Customer Data under this Agreement will not violate or infringe the rights of any Third Party; the Customer Data, unless expressly authorized by Company in writing.
3.7. Customer is responsible for all of Customer’s activity in connection with Services, including but not limited to uploading Customer Data onto SaaS Services. Customer is responsible for the use of Services by any Authorized User acting on their behalf.
3.8. Customer shall be responsible for maintaining the security of Equipment, accounts and passwords (including but not limited to administrative and user passwords) of Customer and Authorized Users, files, and for all uses of Customer account used in relation to Services.
3.9. Access to Services may also require Customer to obtain Third-Party Offerings. Third-Party Offerings are not under Company’s control and Customer hereby acknowledges that Company is not responsible or liable for the operation, content, functions, accuracy, legality, appropriateness, or any other aspect of such Third Party Offerings. Any purchase or use of Third-Party Offerings may be subject to Third Party terms.
3.10. Customer shall comply with all relevant Third Party terms and terms of Company and shall indemnify and hold Company harmless from all damages, costs, settlements, lawyers’ fees and expenses arising from or related to Customer’s breach of any Third-Party terms or Company Terms.
- NIORA: INTELLECTUAL PROPERTY – LICENSE
4.1. Company remains the sole owner of IP Rights related to its Services, its software and material (such as but not limited to source codes of computer programs, interfaces, APIs documentation, names, logos, data,…).
4.2. As a principle, Customer is merely entitled to use Services in accordance with the terms of Agreement, without acquiring any license to Company’s IP Rights. However, subject to all terms of this Agreement (including Terms in the applicable Order Form) and only with respect to any software or documentation related to SaaS Services that is provided to, and for use by Customer where applicable, Company grants Customer a worldwide, non-exclusive, non transferable, non-sublicensable license to use SaaS Services during the Term only and for Customer’s internal purposes.
4.3. Subject to the foregoing limitations, Customer may allow access to Services to its Authorized Users. Customer will not use or make available Services in a manner that may allow any person or entity other than its Authorized User to access or use Services or otherwise permit unauthorized access to Services. Customer shall be fully responsible for each Authorized User’s use of Services.
4.4. Customer and Authorized Users will not, directly or indirectly (nor permit or induce), unless expressly authorized by Company in writing,
i) reverse engineer, decompile, disassemble, translate or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, proprietary information or algorithms relevant to SaaS Services, except to the extent that such restriction is prohibited by applicable law and to the extent that Customer accepts to respect Company’s Confidential Information. Prior to an attempt of Customer to reverse engineer for the purpose of achieving interoperability, it accepts the obligation to request in writing Company’s cooperation;
ii) reproduce, modify, translate, or create derivative works based on Services or any underlying ideas, technology, or any portion thereof (except to the extent expressly permitted by Company or authorized within Services);
iii) download or otherwise receive any copy of Company’s software, unless agreed with Company, and is not entitled to access to the source code or any other Company Intellectual Property.
iv) access Services to build a similar or competitive product or service to Company’s Services;
v) use Services in a manner that violates Third Party Intellectual Property, contractual or other proprietary rights;
vi) use SaaS Services in a manner that gives Customer access to mass downloads or bulk feeds of any Data beyond what is readily enabled and allowed by the SaaS;
vii)remove or alter any proprietary notices or labels.
4.5. Customer can provide ideas, suggestions, requests, feedback, recommendations all of any nature to Company regarding Services. Company is free to use and incorporate such feedback without payment of royalties or other consideration to Customer.
- CUSTOMER DATA: OWNERSHIP – INTELLECTUAL PROPERTY – LICENSE– THIRD PARTY RIGHTS
5.1. Customer shall own and keep owning all right, title and interest in and to the Customer Data, including Intellectual Property Rights (where applicable).
5.2. Customer Data may contain subject matter that is protected under IP Rights. Customer represents and warrants that it has the necessary rights or licenses for Customer Data to be processed by Customer and/ or Company in the context of Services (covering at least Third-Party rights of IP and image rights).
5.3. Customer grants to Company a non-exclusive license to use, copy, store and adapt (for technical purposes) Customer Data for the performance of Agreement and for the purpose of improving Company’s SaaS Services for the performance of Agreement.
5.4. Customer provides Company and its subcontractors all rights necessary to allow Company and its contractors to process Customer Data for these Professional Services. Notwithstanding the foregoing, Company and its subcontractors will transfer any ownership of processed and generated Customer Data and related intellectual property rights back to Customer.
5.5. Unless such access or use is due to Company’s gross misconduct or negligence, Company is not responsible to Customer for unauthorized access to or use of Customer Data or Services thereon.
5.6. To the extent that Customer Data contain personal data, Customer warrants that it will act as the controller of the processing activities and shall have the responsibility to comply with the applicable legislation on the protection of personal data that apply to Customer Data which is under Customer’s responsibility to verify.
5.7. Company acts as a processor of personal data and processes personal data in compliance with the European data protection legislation, in particular Regulation 2016/679 on the protection of natural persons and on the free movement of such data (‘GDPR’). Processing of data by Company on behalf of Customer is governed by the Data Processing Agreement.
5.8. Customer has the right to access, free of charge, all Customer Data and related service data generated by the use of Company’s Services. Such data shall be made available without undue delay, of the same quality as is available to Company, easily, securely, in a comprehensive, structured, commonly used and machine-readable format and, where relevant and technically feasible, continuously and in real-time. Company shall ensure that a high level of security is maintained throughout any switching process, in particular the security of data during transfer and continued security of data during retrieval period, in accordance with applicable law.
5.9. Upon Customer’s request, Company shall make available data to Customer Third-Parties, without undue delay, free of charge to Customer, in the same quality and format as specified in Article 5.8. Company shall not make the exercise of this right unduly difficult by offering choices in a non-neutral manner or by subverting or impairing Customer’s autonomy, decision-making or choices.
5.10. Customer Third-Party recipients shall process data made available only for purposes and under conditions agreed with Customer. Customer Third-Party recipients shall erase data when no longer necessary for the agreed purpose.
5.11. Third-Party Prohibitions: The Parties shall ensure that Third-Party recipients shall not:
i) make data available to another
Third-Party without agreement with Customer;
ii) use data to develop competing products;
iii) use data in a manner that has adverse impact on security;
iv) make data available to gatekeeper companies under Regulation (EU) 2022/1925.
5.12. Customer has the right to switch to a data processing service offered by a third-party or port all Customer Data and digital assets to Customer’s own ICT infrastructure, without undue delay and not after the mandatory maximum transitional period of thirty (30) calendar days, to be initiated after the maximum notice period.
5.13. The maximum notice period for initiation of the switching process shall not exceed two (2) months.
5.14. From the Effective Date to 12 January 2027, Company may impose reduced switching charges on Customer for the switching process. The reduced switching charges shall not exceed the costs incurred by Company that are directly linked to the switching process concerned.
5.15. During the transitional period, Company shall:
i) provide reasonable assistance to Customer and Customer Third-Parties in the switching process;
ii) act with due care to maintain business continuity and continue provision of functions or services under the Agreement;
iii) provide clear information concerning known risks to continuity in provision of functions or services;
iv) ensure that a high level of security is maintained throughout the switching process.
5.16. Company may apply appropriate technical protection measures, including smart contracts and encryption, to prevent unauthorised access to data and metadata, and to ensure compliance with this Agreement and applicable law. Such technical protection measures shall not discriminate between data recipients or hinder Customer’s right to obtain, retrieve, use or access data, to provide data to Third-Parties, or any right of a Third-Party under applicable law.
5.17. Customer and Customer Third-Parties and/or data recipients shall not alter or remove such technical protection measures unless agreed by Company. Customer shall maintain any technical and organisational measures agreed with Company to preserve trade secrets and data security.
5.18. The Parties shall ensure that any undertaking designated as a gatekeeper pursuant to Article 3 of Regulation (EU)
2022/1925 (Digital Markets Act) shall not be an eligible Third-Party and shall not: (a) solicit or commercially incentivize Customer to make data available to one of its services; (b) receive data from Customer obtained pursuant to Data Act requests.
- CONFIDENTIALITY
6.1. Confidentiality terms are as defined any applicable NDA as defined in Definitions of this Agreement. If no NDA has been already executed then the following Confidentiality terms apply:
6.2. Either Party may disclose (“Disclosing Party”) Confidential Information to the other (“Receiving Party”).
6.3. Receiving Party will make its best effort to:
i) Take reasonable precautions, but in no instance less precautions than Receiving Party takes with respect to its own Confidential Information, to protect such Confidential Information and to maintain the security, secrecy, and integrity thereof;
ii) ensure that its employees, agents, contractors, or subcontractors who will have access to Confidential Information or perform Services has entered into a written agreement that is expressly for the benefit of Disclosing Party and protects Disclosing Party’s rights and interest to at least the same degree as this Article 6;
iii) promptly notify the Disclosing Party of any misuse, misappropriation or unauthorized disclosure of Confidential Information of Discloser which may come to the Receiving Party’s attention,
iv) not use (except in performance of Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information.
6.4. The Parties are bound by the confidentiality obligations for the Term of the Agreement and for five (5) years after its expiry or termination.
6.5. The foregoing shall not apply with respect to any information that is required to be disclosed by court order or otherwise required by law, provided, however, that Receiving Party provides prompt written notice to the Disclosing Party and makes a reasonable effort to obtain a protective order to prevent any such required Proprietary Information from being disclosed and, in the event that such protective order is not received, is used only for the purposes for which the order was issued, and only to the extent required.
6.6. Each Party acknowledges that in the event of any breach or threatened breach of this Article by either Party, the other Party may suffer harm and not possess an adequate remedy at law. Accordingly, each Party shall have the right to seek injunctive or other equitable relief to restrain such breach or threatened breach.
- PRICES AND PAYMENT OF FEES
7.1. Customer agrees to pay for the use of Services of Company, in accordance with the rates that will be agreed between Parties in the Order Form.
7.2. SaaS Services Fees and Professional Services Fees are adjusted yearly with reference to changes in the relevant price index. Monthly prices are not adjusted negatively in relation to the foregoing year.
7.3. Customer will pay Company the applicable Fees in accordance with the dates and billing frequency stated in any applicable Order Form. Customer agrees to pay Fees without any right of set-off or deduction.
7.4. Unless otherwise agreed in the applicable Order Form, billing is made as follows:
i) SaaS Services Fees: On a yearly basis in advance, including payment for Professional Services that is included in the Order Form.
ii) Professional Services not included in the Order Form: On a monthly basis in arrears.
7.5. Unless otherwise agreed in the applicable Order Form, full payment for invoices issued must be received by the Company thirty (30) days after the mailing date of the invoice. Invoices will contain sufficient and accurate references to the SaaS Services and Professional Services for which the Fees are applicable so that the Fees can pragmatically be verified by any Party.
7.6. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than thirty (30) days after issuing of the relevant invoice in which the error or problem appeared, to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
7.7. Unpaid amounts are subject to a charge of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Service.
7.8. Customer shall be responsible for all taxes associated with Services other than taxes based on Company’s net income.
7.9. Except where stated otherwise, all Fees paid to Company are non-refundable.
7.10. In the event that Customer terminates this Agreement prior to the expiry of the agreed Term, other than for cause pursuant to Article 10.5 (material breach by Company), Customer shall pay to Company an early termination fee (“Break Fee“).
7.11. The Break Fee shall be equal to the total Fees that would have been payable by Customer for the remainder of the Term, calculated on a pro rata monthly basis from the effective date of termination until the scheduled expiry date of the Term.
7.12. The Parties acknowledge and agree that the Break Fee represents a genuine pre-estimate of the losses that Company will incur in the event of early termination, and does not constitute a penalty.
- LIABILITY AND LIMITATION OF LIABILITY
8.1. Company commits to an obligation to use all commercially reasonable efforts to provide Services in accordance with Agreement.
8.2. Notwithstanding anything to the contrary, neither Party shall be responsible or liable for any indirect, incidental, special, consequential or exemplary damages including but not limited to damages for loss of revenue, profits, goodwill, use, data or other intangible loss, loss of profits, damage to reputation, resulting from the use or inability to use SaaS or the performance of Services.
8.3. In any case, the Company’s global, cumulative liability be limited, to the extent permitted by law, to an amount equal to Fees paid under this Agreement during the period of twelve (12) months preceding the event giving rise to the liability claim. To the extent permitted by law, all liability for the Company is excluded in relation to non-paying Customers.
8.4. Company shall not be responsible or liable with respect to any subject matter of Agreement related thereto:
i) For error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business or profits;
ii) For any damages resulting from a use of a solution that is contrary to Company’s instructions;
iii) For any matter beyond Company’s reasonable control or Force Majeure; or
iv) For any amounts that, together with amounts associated with all other claims, exceed Fees paid by Customer to Company for Services under this Agreement in the twelve (12) months prior to the act that gave rise to the liability, in each case, whether or not Company has been advised of damage possibilities.
8.5. The limitations or exclusions of liability are not applicable to either Party’s liability for fraud, willful misconduct, breach of confidentiality obligations in this Agreement, or bodily injury of a person caused by either Party’s gross negligence or any other loss for which either Party cannot lawfully exclude its liability.
- WARRANTY AND DISCLAIMER
9.1. Company shall use commercially reasonable efforts consistent with prevailing industry standards to maintain Services in a manner which minimizes errors and interruptions in SaaS Services. SaaS Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by Third Party providers, or because of other causes beyond Company’s reasonable control. Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
9.2. However, Company does not warrant that SaaS Services will be uninterrupted or error free, nor does it make any warranty as to the results that may be obtained from use of SaaS Services or that it will meet Customer’s requirements, goals or needs. Services are provided “as is” and “as available” and Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of title, noninfringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance, usage of trade, or course of dealing, all of which are expressly disclaimed.
9.3. Neither Party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to events beyond the reasonable control of such Party, including, acts of God, fire, flood, hurricane or other natural catastrophe, terrorist actions, war, labor strike, action of governmental authorities, or failure or diminishment of power, telecommunications, Internet or data networks or services (each a “Force Majeure Event”).
9.4. Customer acknowledges and agrees that Company is not responsible for:
i) The accuracy, reliability, timeliness or completeness of Customer Data or any other data or information accessed or provided through Services,
ii) The results that may be obtained from use of the SaaS Services and Professional Services, or
iii) The functioning of Services, where they are used in combination with Third-Party services at the request of Customer or with services added by Customer.
- TERM
10.1. The initial Term is as specified in any applicable Order Form and shall be automatically renewed for additional periods of one (1) year (collectively, the “Term”), unless defined differently in any applicable Order Form or if either Party requests not to extend Order Form at least thirty (30) days prior to the end of the then-current term, provided that for switching to a Third-Party data processing service or if Customer otherwise would like to terminate the Agreement, the maximum notice period shall not exceed two (2) months as specified in Article 5.13.
10.2. Company may make changes to Agreement and Services. Unless otherwise stated, changes to Agreement will be effective immediately with at least thirty (30) days’ advance notice to Customer via either e-mail or Platform for material adverse changes. If proposed changes to Services or terms of Agreement are materially and negatively affecting Services to Customer, Customer may stop using Services and terminate Agreement immediately without compensation or indemnity by providing notice in writing, with all other termination rights withstanding.
10.3. If the Customer is in default of paying Fees to Company, Company will issue a written reminder to pay, and should the payment not be made within ten (10) days of this notice, Company has the right to suspend access to Services until the payment has been made. Notwithstanding any other Article of Agreement, access will be immediately reinstated upon full payment of overdue Fees, including any charges according to Article 7.7.
10.4. Company has obligation by law to report any violation of local or international laws during the use of its Services or Platform associated with data processing (and in particular relating to Article 5.2). In case of a violation of local or international law, Company is entitled to immediately suspend or terminate Agreement.
10.5. Without limiting the foregoing, either Party may also terminate this Agreement, without prior court order, if the other Party materially breaches any of the terms of this Agreement and if the other Party fails to resolve the breaches within thirty (30) days’ notice (or without notice in the case of non-payment).
10.6. Customer will pay in full for Services up to and including the last day on which Services are provided. Upon any termination, the rights and licenses granted to Customer hereunder and under any associated Order Forms shall terminate.
10.7. Upon termination of Agreement, Company will make all Customer Data available to Customer for electronic retrieval for a period of sixty (60) days, or for the duration required to complete any switching process initiated under Article 5.9, whichever is longer. This period includes a minimum period for data retrieval of at least thirty (30) calendar days, starting after termination of the transitional period. Company guarantees full erasure of all exportable data and digital assets after expiry of the retrieval period. After this period, if Customer wishes that Company makes the Customer Data available for a longer period, the Parties will agree on a daily rate for the support.
10.8. Upon termination Receiving Party shall delete all Confidential Information disclosed by Disclosing Party. Company reserves the right to keep Confidential Information for the sole purpose of improving its Services and executing its Business. Company warrants that it will take appropriate and necessary measures to prevent the disclosure or any use of identifiable Confidential Information belonging to Customer.
10.9. All Articles of this Agreement which by their nature should survive termination will survive termination in full force and effect, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
- MISCELLANEOUS
11.1. If any provision of Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that Agreement otherwise remains in full force and effect and enforceable.
11.2. The Agreement is not assignable, transferable or sublicensable by the Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under Agreement without consent.
11.3. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if sent by email to the email address specified in the Order Form, by registered mail, or by courier.
11.4. This Agreement is the complete and exclusive statement of the mutual understanding of the parties. It supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of Agreement. All waivers and modifications of any rights, powers or remedies must be in writing signed by both Parties, except as otherwise provided herein, which in any case cannot be a consequence of any failure or delay by any Party in exercising any right, power or remedy under Agreement.
11.5. Company’s relationship with Customer is that of an independent provider. No agency, partnership, joint venture, or employment is created as a result of Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees. Neither Party is authorized to make any representation, contract or commitment on behalf of the other Party.
11.6. Services are controlled by Company from its offices in Sweden. Company does not make any representation that Services are appropriate for use in other jurisdictions. Customer’s use of or access to Services will not be construed as Company’s purposefully benefiting from doing business in any other jurisdiction other than Sweden.
11.7. This Agreement shall be governed by and construed in accordance with the laws of Sweden, without regard to its conflict of law principles.
11.8. Disputes regarding the interpretation or application of this Agreement shall be resolved as follows: Disputes concerning an amount under 2,000,000 SEK shall be settled by the general courts with the Stockholm District Court as the court of first instance. Disputes concerning an amount over 2,000,000 SEK shall be resolved through arbitration. In such proceedings, the Rules for Simplified Arbitration of the Stockholm Chamber of Commerce Arbitration Institute shall apply. Unless the parties have agreed otherwise, the arbitration shall take place in Stockholm.
11.9. Unless executed otherwise by Company, all invoices and notices under Agreement will by default be communicated via e-mail.