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GENERAL TERMS FOR THE CLOUD SERVICE “CHAINFORMATION FRANCHISE INTRANET”
In accordance with the agreement (“Subscription Agreement”) between the Customer and Chainformation Management Systems AB (“Chainformation”), and in accordance with the general terms, the Customer is entitled to use the service, CHAINFORMATION FRANCHISE INTRANET (below “Service”), provided by Chainformation, which is described in more detail in the manual for the Service.
The Customer obtains access to the Service via Internet access. Chainformation undertakes to provide the Customer with access to the Service under the terms set forth in the Service Level Agreement, SLA, and under the general terms below.
The Service consists of the functionality at each time specified as standard features on Chainformation web site.
Chainformation assumes responsibility for providing the Service in the starting configuration that the parties agreed to in writing, and – on the condition that the Customer has paid the proper maintenance and license fees – for continuously updating the Service in conjunction with Chainformation’s general updates and support for the Service.
Chainformation undertakes to take reasonable measures to ensure that the Service is accessible according to the SLA. However, Chainformation retains the right to take measures that affect accessibility to the Service if Chainformation deems it necessary for technical, maintenance, operational or safety reasons. If possible, Chainformation shall inform the Customer of any planned interruptions in the Service. The Customer is also aware of and accepts that access to the Internet cannot be generally guaranteed and that Chainformation does not assume any responsibility for such outages.
The information that the Customer adds to Chainformation’s servers with use of the Service is placed within a single domain on Chainformation’s server. The Customer is not entitled to use information in the Service or space on Chainformation’s server for any purpose other than the use of the Service. The Customer is also not entitled to use or explore other parts of Chainformation’s server apart for the domain assigned to the Customer.
Chainformation’s responsibility in terms of the Customer’s domain on the Chainformation server is limited to providing the Service and providing storage capacity for information that the Customer adds to Chainformation’s server during use of the Service, and ensuring that the Customer’s domain on Chainformation’s server is connected to the Internet. Chainformation is not responsible for ensuring that the Customer’s Internet access functions. Chainformation takes further responsibility for ensuring that the information sent from Chainformation’s system to the Customer is in the same form as it was when the Customer stored the information on Chainformation’s server. However, Chainformation is not responsible for disruption or distortion of information that is transmitted via the Internet.
The Customer is to provide all telephone, computers, hardware, software and other equipment necessary for the Customer’s access to Chainformation’s server.
The Customer’s access to the Service is personal and tied to the employees, agents, franchisees etc of the Customer and the employees in companies in the Customer’s chain or another company. The Customer is not entitled to transfer, rent, loan or otherwise provide all or parts of the Service to third parties apart from what is expressly allowed in the subscription Agreement, other than by written agreement with Chainformation. The number of subscriptions and authorized users can be increased/decreased by the Customer adding or removing users directly on-line when using the Service (in a way that is described in more detailed in the manual for the Service.)
The Customer is in agreement and accepts that the Customer is liable for payment as per item 7 below for all subscriptions and users that appear in Appendix 2 or users that the Customer may later add when using the Service. Payment responsibility for new users begins as of the calendar month when the Customer added the new user to the Service and remains in effect until the calendar month when the user is deregistered from the Service.
When the Customer registers users of the Service (“Users”), the Customer shall provide the correct information about the User and the Customer’s corporate identification number as well as the User’s contact information.
The Customer is solely and exclusively responsible for all information that the Customer’s Users enter, process or handle while using the Service and for all information that the Customer’s Users store on Chainformation’s server. The Customer is furthermore solely and exclusively responsible for the results that the Customer’s Users obtain while using the Service. The Customer may only store information on Chainformation’s server that is connected to the Service.
The Customer is soley responsible for the application, approval and perpetual maintainance of necessary permits to; store, process and manage personal information or any other data where approval from authority or other is required.
The Customer is aware that using the Service to make use of or disseminate illegal material or material that is contrary in some way to good practice is not allowed. The Customer commits not to use the Service to make use of or disseminate material, which by itself or if sent to/from the Customer may be perceived as offensive; may result in a breach of copyright law, may encourage another person to commit or assist in a crime, or may be perceived as a threat or otherwise use the Service in a way that is not considered to be in accordance with the purpose of the Service. The Customer shall use the Service so that the Customer does not prevent or interfere with other data communications and mobile telephone communications or prevent or interfere with the equipment that is used to supply and use the Service.
The Customer shall adjust their use of the Service according to Chainformation’s instructions. This undertaking includes not using Chainformation’s trademark name or logo in any way other than what is expressly allowed by Chainformation.
The Customer shall ensure that all Users of the Service follow what is stated in the Subscription Agreement and its general terms. When the Customer registers Users for the Service, the Customer is responsible, in addition to the above, for ensuring that the Users are authorized on behalf of the Customer to use the Customer’s subscription to the Service.
The Subscription Agreement grants the Customer a non-exclusive right to use the softwares included in the Service to run the Service according to the Subscription Agreement. All copyrights and other rights to the softwares in the Service belong to Chainformation or other rightful owners who own parts of the Service. The choice of and version of softwares that are included in the Service may vary during the agreement period at the discretion of Chainformation.
Software that is included in the Service may only be copied by the Customer to the extent that Chainformation provides written consent.
The Customer is under no circumstances entitled to process, change or make additions to the software included in the Service apart from what is expressly stated in the Subscription Agreement.
The Customer is not entitled to transfer, rent, loan or in some other way provide all or part of the software in the Service to a third party apart from what is expressly allowed in the Subscription Agreement.
The Customer is responsible for ensuring that the user identity and the password that that Users obtain in connection with registering the Service are stored securely and remain inaccessible to third parties. Multiple Users are not allowed to log in to the system with the same user name and password, rather each User shall log in individually.
Chainformation is entitled, either by themselves or with the assistance of external consultants, to check on the use of the Service and the Customer’s use of user identities and passwords at the Customer’s location. The Customer is responsible for any potential unauthorized use of the user identities and passwords of the Customer’s Users of the Service until the Customer requests that Chainformation blocks certain Users’ access to the Service.
Chainformation undertakes not to release information to third parties that may reveal the identity of the Customer’s Users, except in cases where the law or court orders this.
The party pledges not to disclose or otherwise make information available to third parties, which one party received from the second party within the framework of the Subscription Agreement. The secrecy obligation does not apply to information that a party can show has become generally known to parties in some way other than through the commission or which is public knowledge. The secrecy obligation, however, does not apply when the party is required by law to provide information. The secrecy obligation remains in effect after the Subscription Agreement ends.
When using the Service, the Customer shall follow Chainformation’s current directives for data security.
Chainformation will not inspect the information and material that the Customer stores on the servers owned by Chainformation or that is disseminated by the Customer’s Users through use of the Service. If Chainformation should become aware that the Service is being used in a manner that conflicts with the provisions in these general terms, or if Chainformation, in Chainformation’s opinion is liable for this according to current legislation, Chainformation has the right to remove information or material that the Customer’s Users have added via the Service. However, Chainformation will not remove information or material without first contacting the Customer.
The Customer shall pay Chainformation for the number of Users that are registered for the Service based on the fees that appear in the Subscription Agreement and any price list between the Customer and Chainformation for Chainformation’s services. Payment liability for new users takes effect as of the point in time specified in item 2 2 above.
Payment shall, unless otherwise specifically stated, occur monthly after receiving an invoice. Invoices shall be paid within thirty (30) days after the date of invoice according to the instructions specified on the invoice.
If the invoice is not paid on time, Chainformation is entitled, after a written reminder with ten (10) days warning, to block all the Customer’s Users from the Service until full payment is received. If, despite the reminder, the invoice is still not paid, Chainformation has the right to immediately cancel all of the Customer’s subscriptions to the Service. In the event of late payment, Chainformation is further entitled to compensation for the payment reminder, debt recovery and debt collection, as well as late payment interest according to the law.
Chainformation is not liable for direct, indirect or other types of damage to persons or property or losses that can affect the Customer or third party, which is due to the Service, use of or error, such as interruption, in the Service or the information that is sent with the Service. Chainformation is also not responsible for any part of data secrecy in connection with transferring of information via the Internet when using the Service.
If the Customer uses a part of the Service where information is stored on one of the servers owned by Chainformation, Chainformation is only liable, with the limitation specified in item 11, for direct damage or loss affecting the Customer due to an interruption in access to, an error in, or the loss of information that is stored by the Customer on Chainformation’s server, and which arises due to Chainformation’s negligence.
Chainformation’s liability is limited to what is stated above to the extent gross negligence or intent is present. Chainformation’s liability according to the Subscription Agreement is always limited to a maximum of € 5.000 (five thousand).
If claims are directed against Chainformation or legal action is brought against them due to the Customer’s use of the Service, the Customer undertakes to compensate Chainformation for the reparations and damages that Chainformation is enjoined to pay by a court or mediator and to compensate Chainformation for the miscellaneous costs that Chainformation incurred. The undertaking only applies on the condition that Chainformation informs the Customer in writing of the claims put forth or the fact that legal action has been brought against Chainformation within a reasonable time after claims are made and partly on the condition that the Customer had the opportunity to approve any mediation or similar undertaking.
The Subscription for the Service is valid according to the time period specified in the Subscription Agreement. However, a party is entitled to immediately terminate the agreement if the second party fails to fulfil their commitments according to this Agreement in any critical respect and does not make reparations within fifteen (15) days after written notice of this, or if the other party declares bankruptcy, cancels payments, goes into liquidation or can otherwise be considered insolvent. Chainformation is also entitled to immediately terminate the agreement if the Customer’s connection to the Service is blocked or was able to be blocked under the conditions of these general terms. Finally, Chainformation is entitled, after informing the Customer, to immediately terminate the agreement and block the Customer’s Users’ access to the Service if the Customer does not in some way make use of the Service for a period of two (2) months.
In the event that the Customer or persons in the Customer’s ownership or management structure may be deemed to have behaved in such a way that this can be perceived as negative goodwill and thus damage Chainformations, or other Customers’ brand (s) and thereby impair future economic benefits, Chainformation owns the right to immediately terminate this Agreement.
Termination of the Subscription Agreement shall always be done in writing.
If the Agreement ceases to be valid, Chainformation is entitled to delete all the information that the Customer and Customer’s Users stored in Chainformation’s computer system while using the Service. The Customer is solely responsible, at their own cost, to secure access and store the material that the Customer received by using the Service and which the Users wish to maintain. Such deletion shall never occur earlier than sixty (60) days after the end of the Agreement.
If Chainformation, due to bankruptcy or similar situation, cannot fulfill their duties according to this Agreement, the Customer, if all conditions indicated below are met, is entitled to continue to use the Service.
Conditions for Customer’s continued use of the Service.
(a) Chainformation is liquidated, goes into bankruptcy, or in some other way cannot meet its obligations according to this Agreement.
(b) No other company or party is assuming the responsibilities and rights that Chainformation has according to this Agreement.
(c) The Customer may not sell, copy or transfer the Service to another party.
(d) The Customer may not make changes to the Service to then sell, copy or transfer the Service to another Party, even if this occurs under another name. However, the Customer may make changes for its own use if the other items (10.a – 10.c, 10.e) are met.
(e) The Customer reaches its own separate agreement with an optional operator to run the Service.
Parties are exempt from consequences of failing to fulfil certain obligations according to this Subscription Agreement, if the failure is due to circumstances of the type described below (“Circumstances for exemption”) and the circumstances prevent or significantly obstruct timely completion of these obligations and the parties were not able to control the circumstances. Such circumstances for exemption shall include, among others, action or failure to act by authorities, new or changed legislation, labour conflict, boycott, lightning strike, fire, flood, scarcity of transportation, goods or energy, or faulty or late delivery of goods or services by the supplier due to the circumstance given above as well as errors in the general computer, telephone or mobile telephone network.
Chainformation retains the right, after informing the Customer, to adjust the terms for using the Service. The terms may be adjusted thirty (30) days after the Customer has been informed in writing or via e-mail. In the event that the Customer does not accept such a change, the Customer is entitled to immediately terminate the agreement within the period specified.
The Subscription Agreement may not be transferred to a third party without the counterparty’s written consent. However, Chainformation is entitled to transfer the agreement to a wholly-owned subsidiary of Chainformation.
In those cases where Chainformation relies on subcontractors to supply the Customers with input data or information from external sources via the Service, the following applies. Data that the Customer may learn of is compiled and supplied from sources which Chainformation considered reliable at that the time of compilation. However, Chainformation cannot guarantee the reliability or completeness of the information. Chainformation, on this basis, does not assume any liability for resulting damages of any kind, or for the financial results of using this data/information.
The Subscription Agreement and its general provisions make up the entire agreement between the parties regarding the Customer’s use of the Service. In order for changes or additions to the Subscription Agreement or its general provisions to be valid, they shall be made in writing and signed by authorized persons from both parties. Chainformation is entitled to make use of subcontractors to perform the undertakings in this agreement. Chainformation assumes responsibility for subcontractors as well as their own actions.
Personal messages to the Customer are sent to the email address that the Customer specified in the Subscription Agreement. Messages from the Customer to Chainformation can be sent via the “Contact Us” link on Chainformation’s homepage, or to the e-mail address that Chainformation indicated when signing the Agreement. Messages shall be considered to be in Chainformation’s hands when Chainformation confirms their receipt.
Disputes regarding interpretation or application of this Agreement shall be ultimately resolved through arbitration according to the regulations of the Stockholm Chamber of Commerce Arbitration Institute. Swedish law shall apply to the Agreement, and the arbitration process shall take place in Malmo. If during the dispute, the value of what is being claimed obviously does not exceed € 10,000 (ten thousand), or if the Customer is a consumer who used the Service for private use, the dispute shall be resolved by a public court of law. If the amount of the dispute exceeds more than € 10,000 (ten thousand), but is less than € 50,000 (fifty thousand), the rules of the Stockholm Chamber of Commerce Arbitration Institute regarding a simplified process shall be applied.