terms and conditions
These terms and conditions are applicable for the service specified in clause 2.1 below (the “Agreement”), and are agreed upon by
– BoardClic AB, reg. no. 559152-7063, Mosebacke Torg 1-3, 116 20 Stockholm, Sweden (the “Licensor”), and
– The licensee registered (the “Licensee”).
The Licensor and the Licensee are jointly referred to as the “Parties” and separately as a “Party”.
- The Licensor provides services to analyse and evaluate board of directors, CEO and management team (the “Service”). The Service is available as a SaaS (Software as a Service) through website boardclic.com (the “Website”). This means that the Licensor provides the Service online. The description of the Service follows from the Website and the quota given to the Licensee from the Licensor and/or a separate agreement between the Parties if such agreement has been entered (a “Separate Agreement”). This Agreement and any Separate Agreement are hereinafter called the Agreement.
- In addition to the Service, the Licensor can offer the Licensee additional services such as consulting services (an “Additional Service”). An example is when the Licensor provides interviews, consultations and presentations. The Service, including any applicable Additional Service, are hereinafter referred to as the “Services”.
- The specific terms and conditions for any Additional Service may be stated in a Separate Agreement or order form between the Parties.
- The Service is provided through the Licensor’s self-service Website. The Licensee may at the self-service site decide the number of users. The Licensee may also, after this Agreement has been entered into, increase the number of users and/or increase the services to be provided by the Licensor.
- The Agreement shall apply to the provisioning of the Services by the Licensor.
- RIGHT OF USE
For the duration of the Agreement, the Licensor grants the Licensee, a limited, non-exclusive, non-transferrable, non-sublicensable and revocable right to use the Services for the purpose stated in clause 2.1. The license also applies to all new versions, updates or upgrades of the Service provided by the Licensor during the term of the Agreement.
- AVALIABILITY OF THE SERVICE AND OPERATING ENVIRONMENT
- The Service shall become available to the Licensee not later than fourteen (14) days after the Agreement and any Separate Agreement has been entered into.
- The Licensor works continuously to improve the Service and the Licensor has the right, at its own discretion, to make reasonable changes to the Service during the term of the Agreement. The Licensor shall inform the Licensee of any substantial change in the Service before the change becomes effective. Changes in the layout of the Services and other changes that do not affect the function of the Services may however be performed without any information to the Licensee.
- The Licensor shall ensure that the Services are available to the Licensee, twentyfour (24) hours per day during the term of the Agreement. The Licensor does not guarantee that the Licensee’s usage of the Services is without interruptions or errors. Interruptions or errors, other than those described in clause 4.4, are entitling the Licensee to a reduction of the payed fee for the Service. The reduction is calculated by Fee for the Service / 365 days * days (24h) of interruption or error. The Licensee is obliged to, without any delay, contact the technical support as soon as an interruption or error occurs in the Service. The Licensor shall repay the Licensee the calculated reduction no later than thirty (30) days after the resolvance of such interruption or error.
- The following disruptions in the uptime shall not constitute as the Licensor’s failure to provide the Services.
- Planned disruptions – for instance preventive maintenance, updates, or any other planned disruption in the Services. Licensor shall inform the Licensee about the planned disruptions at least five (5) business days prior to such disruptions. The planned disruption shall not exceed sixty (60) minutes per a thirty (30) days period.
- Unplanned disruptions – that are beyond the Licensor’s reasonable control and are caused due to, for instance, unforeseen disruption in the Services, software failure, viruses, attack on security, emergency, or any other circumstance that demands the Licensor’s immediate maintenance.
- Other disruption – that is caused due to circumstance beyond the Licensor’s reasonable control, such as communication errors on internet or other private or public networks that is used to access the Service, disruptions as a result of failure in the Licensees equipment or software, error in an application or adjacent system or errors in other products or services or products from a third party or failure from the Licensee to fulfill an agreed undertaking.
- The Licensor shall create backups of Licensee Data (as defined in clause 6.1 below) provided by the Licensee according to the Agreement at least every 30th The Licensor’s backups are regulated by the provisions in the data processing agreement between the Parties (the “DPA”).
- If the Licensor fails to provide the Services as agreed and clause 4.4 above is not applicable the Licensor’s sole responsibility shall be to take reasonable measures to promptly remedy the provision of the Service. The Licensee shall not have the right to damages or any other claim towards the Licensor due to failure to provide the Services.
- The Licensor is not responsible for any usage of the Services in a way that is in conflict with the Agreement.
- The Licensor may use subcontractors to provide the Services and other commitments according to the Agreement. The Licensor is responsible for the work provided by the subcontractors as if the work had been provided by the Licensor.
- TECHNICAL SUPPORT
- The Licensor shall provide technical support to the Licensee on Business days (days that are not a public holiday in Sweden) from 09.00 – 17.00. Support means support by telephone or e-mail regarding technical or operational issues in order to try to remedy disrupting errors and failures in the Service.
- The Licensor shall, within twentyfour (24) hours (on Business days), confirm to the Lincesee the receival of the support inquiry and state the needed estimated time for a troubleshooting. After the troubleshooting the Licensor shall inform the Licensee on the time plan for the additional work on the issue (if needed).
- LICENSEE DATA
- When using the Services, the Licensee and/or a person authorized by the Licensee, will provide data to the Licensor (hereinafter referred to as “Licensee Data”). The Licensee Data is, together with other information, used as a base to provide the Licensee with reports as part of the Services.
- The Licensee Data may be freely used by the Licensor on an anonymized and aggregated basis to improve the Services provided by the Licensor.
- The Licensor shall maintain and use, and see to it that any subcontractors maintain and use, appropriate physical, technical and administrative safeguards to prevent use or disclosure of the Licensee’s data other than as expressly set forth in the Agreement.
- PROCESSING OF PERSONAL DATA
- When entering into the Agreement the Parties shall also enter into the DPA regarding the Licensor’s processing of the Licensee Data.
- The Licensor shall process the Licensee Data within the EU/EES. The Licensor has established appropriate measures to ensure a safe transfer to any subprocessor.
- As soon as the processing of Licensee Data is no longer required for providing the Services, the Licensor has a right to anonymise the Licensee Data in such way that the persons providing the data are no longer identifiable. The Licensee Data shall be anonymised within ninety (90) days after the Licensee has ceased to license the Service.
- The Licensee shall ensure that the correct legal basis is used for the processing of personal data connected to the use of the Services and that consent is collected when applicable. Such consent must comply with applicable data protection regulations and consider
- the Licensee’s process of the relevant person’s personal data during the usage of the Services, and
- the Licensee’s process of such relevant person’s personal data (limited to only name of the position held and such person’s answers during the use of the Services, during a period of ten (10) years after the use of the Services for the purpose of the Licensee’s use of the Services in the future.
- The wording of i) means that the Licensee must collect consent from each person who will use the Services, because of the Licensee’s responsibilities as a data controller when using the Services.
- The wording of ii) means that the Licensee, still as a part of the responsibilities as a data controller, must collect consent from each person who will use the Services, in case the Licensee wishes to have access to the comparable data (answers) for a future comparison with data collected from other holders of such positions in the Licensee.
- THE LICENSEE’S UNDERTAKINGS
- The Licensee is responsible for keeping passwords and any other information provided by the Licensor for accessing the Service confidential. The Licensee shall immediately inform the Licensor upon the Licensee becoming aware of the fact that an unauthorized person has gained access to information according to this clause.
- The Licensee is responsible for having the required equipment to use the Service. The required equipment consist of any of the following devices: mobile phone, computer or tablet.
- The Licensee is responsible for the correctness of Licensee Data. The Licensee Data will have an impact on the reports that the Licensor will provide as part of the Service.
- The Licensee undertakes to only use the Services in accordance with this Agreement and any other written instructions provided by the Licensor from time to time. In particular, the Licensee may not use the Services in a way that damages the Services, the Licensor or other licensees of the Service.
- INTELLECTUAL PROPERTY RIGHTS
- All intellectual property rights and other rights related to the Service are the Licensor’s property and no ownership of intellectual property rights is transferred in this Agreement.
- Nothing in this Agreement shall constitute a transfer of any intellectual property rights or other similar rights to the Licensee or the Licensor, other than a right for the Liencee to use the Services as expressly stated in the Agreement.
- Reports and similar outputs generated as part of the Services and made available to the Licensee may be freely used by the Licensee.
- The Licensor is responsible for that the Licensee’s use of the Services is not infringing any third party’s intellectual property right.
- The Licensee is responsible that the Licensee’s usage of the Services is not infringing any third party’s intellectual property right.
- FEE AND PAYMENT TERMS
- The fee for the Services follows from the Agreement between the Parties.
- The fee is subject to a yearly adjustment 1 October each year, in accordance with changes in the Swedish Consumer Price Index. The Swedish Consumer Price Index is a generally used public index in Sweden that measures the average price trend for the entire private domestic consumption based on prices consumers actually paid.
- As per 1 October the fee is adjusted with the percent (positive or negative) with which the index has changed between 1 September the same year and 1 September the year before.
- Payment is to be made either by card through the Website or by digital invoice due ten (10) days from the date of the invoice. The Licensor will invoice the Licensee when the Agreement has been entered into.
- If the Licensee fails to pay, the Licensor shall be entitled to interest at the rate set forth in the applicable law.
Both Parties commit to not without consent from the other Party, during the term of the Agreement and thereafter, disclose information about the other Party’s business that can reasonably be considered a business or trade secret. Information that a Party has labeled as confidential shall always be considered a business or trade secret. This confidentiality obligation does not include information that a Party can prove has become known to that Party in any other way than through the assignment or that is publicly known. The confidentiality obligation shall not be applicable when a Party is obliged by law to disclose the information.
- LIMITATION OF LIABILITY
- The Parties shall only be held liable for direct damages relating to a breach of the Agreement in cases of intentional breach of the Agreement or breach by gross negligence.
- The Parties shall under no circumstances be held liable for indirect or consequential damages.
- If a claim is directed towards the Licensor from a third party as a result of the Licensee’s use of the Service, the Licensee shall indemnify the Licensor for all damages suffered by the Licensor.
- Each Party’s liability to the other Party for all claims arising out of the Agreement will in no event exceed three (3) times the fees paid by the Licensee to the Licensor under the Agreement during the twelve (12) month period preceding the event giving rise to the applicable claim for damages.
- TERM AND TERMINATION
- The Licensee’s registration on the Licensor’s self-service Website and the Licensee’s approval of this Agreement is an offer to the Licensor, and this Agreement shall enter into force when the Licensor has approved the Licensee’s registration, activated the license and sent a written confirmation to the Licensee.
- The term of the Agreement is one (1) year.
- This Agreement will automatically be renewed at the end of each term for a further term of one (1) year, unless either Party gives the other written notice of termination at least thirty (30) days prior to the end of relevant term.
- IMMEDIATE TERMINATION
- Both Parties have the right to terminate the Agreement with immediate effect
- if the other Party commits a material breach of any of its obligations under the Agreement, or
- if the other Party becomes bankrupt, enters into reconstruction, reorganizes or otherwise becomes insolvent.
- The Licensor has the right to terminate the Agreement with immediate effect if the Licensee uses the Services in contradiction with the Agreement or in a way that can result in damages to the Services, the Licensor or other licensees of the Service.
- Notifications on any matters arised by the Agreement shall be sent by e-mail and shall be considered delivered when the e-mail has been sent.
- Notifications to the Licensor shall be sent to the following e-mail address: email@example.com.
- Notifications to the Licensee shall be sent to the e-mail address that has been registrered by the Licensee.
- Neither Party shall have the right to assign any of its rights or obligations under the Agreement without prior consent from the other Party.
- Notwithstanding the above, the Licensor shall have the right to assign its right to receive payment according to the Agreement without consent from the Licensee as well as assign its rights and obligations to a party within the same group of companies as the Licensor.
Any amendments to the Agreement shall be enforceable only if both Parties agree thereto in writing.
- FORCE MAJEURE
Neither Party shall be liable for any failure in performing its obligations under the Agreement to the extent that and for so long as the failure results from any cause or circumstance whatsoever beyond its reasonable control or that the Party not reasonably could have prevented, such as war, governmental actions, new or amended legislation, labor disputes or strikes, trade or currency restrictions, fire, flood or failure or delay to perform by a subcontractor.
- APPLICABLE LAW AND DISPUTE RESOLUTION
- The Agreement shall be exclusively governed by and construed in accordance with the substantive laws of Sweden, excluding its conflict of laws principles.
- Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish or, if the Licensee so requests, English.
- The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. This notwithstanding, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way its rights vis-à-vis the other Party in connection with the dispute, the enforcement of an award or if such a right exists pursuant to statute, regulation, a decision by an authority, a stock exchange contract or similar.
- MARKETING APPROVAL
The Licensor is entitled, in connection with general marketing activities, to state that the Licensor cooperates with the Licensee. This includes a right for the Licensor to include logotypes and similar on its website, in social media channels, in general presentations and in brochures when presenting the cooperation with the Licensee as long as the Licensee does not expressly and in writing oppose to this. If the Licensor desires to use the Licensee as a reference or present the cooperation in anything other than general presentations, this must in each such case and in advance be approved by the Licensee.
- CHANGES TO T&C
The Licensor shall notify the changes to the Agreement to the Licensee in writing. In such a case, a a new agreements similar with the Agreement but also including these changes shall be replacing the Agreement at the next renewed term of the Agreement.