terms and conditions

LICENSE AGREEMENT

 

  1. PARTIES

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”.

  1. INTRODUCTION
  • The Licensor provides services to analyse and evaluate board of directors, CEO and management team (the “Service”). The Service consists of 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 (“Separate 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 Services, are hereinafter referred to as the “Services”.
  • The specific terms and conditions for any Additional Services 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.
  • This Agreement shall apply to the provisioning of the Services by the Licensor and the Licensee’s, and where so stated in the Separate Agreement the users granted the permission to use the Service, usage of the Services.
  1. RIGHT OF USE

For the duration of the Agreement, the Licensor grants the Licensee, and where so stated in the Separate Agreement the users granted the permission to use the Service, a limited, non-exclusive, non-transferrable, non-sublicensable and a revocable right to use the Service 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.

  1. AVALIABILITY OF THE SERVICE AND OPERATING ENVIRONMENT
  • The Service shall become available to the Licensee, and where so stated in the Separate Agreement the users granted the permission to use the Service, not later than fourteen (14) days after the Agreement has been entered into.
  • The Licensor tries to continuously 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 Service and other changes that do not affect the function of the Service may be performed without any information to the Licensee.
  • The Licensor shall ensure that the Service is available to the Licensee, and where so stated in the Separate Agreement the users granted the permission to use the Service, twentyfour (24) hours per day during the term of the Agreement. The Licensor does not guarantee that the Licensee’s, and where so stated in the Separate Agreement the users’ granted the permission to use the Service, usage of the Service 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, without any delay, to 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 Service.
  • Planned disruptions – for instance preventive maintenance, updates, or any other planned disruption in the Service. Licensor shall inform the Licensee on 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 Service, 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 undertaking according to the LAgreement.
  • The Licensor shall create backups of Licensee Data (as defined in clause 6.1 below) provided by the Licensee, and where so stated in the Separate Agreement the users granted the permission to use the Service, at least, every 30th The Licensor’s backups are covered by the provisions in the data processing agreement between the Parties (the “DPA”).
  • If the Licensor fails to provide the Services as agreed, the Licensor’s sole responsibility shall be to, except for what is stated in clause 4.4 above, at the Licensor’s own cost, 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 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 and/or the additional agreement or order form for the Additional Services. The Licensor is responsible for the work provided by the subcontractors as if the work had been provided by the Licensor.
  1. 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).
  1. LICENSEE DATA
  • When using the Services, the Licensee, and where so stated in the Separate Agreement the users granted the permission to use the Service, or a person authorized by the Licensee or the users granted the permission to use the Service, provides data to the Licensor as part of the Services (hereinafter referred to as “Licensee Data”). The Licensee Data is, together with other information, used as a base to provide the Licensee, and where so stated in the Separate Agreement the users granted the permission to use the Service, with reports as part of the Services.
  • The Licensee Data may be freely used by the Licensor on an anonymized and aggregated basis. The Licensee Data is used 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 this Agreement.
  1. PROCESSING OF PERSONAL DATA
  • By entering the Agreement the Parties shall enter the DPA regarding the Licensor’s processing of the Licensee Data, on behalf of the Licensee, in order to provide the Services.
  • The Licensor shall process the Licensee Data within EU/EES. The Licensor may process the Licensee Data in third country and has established appropriate measures to ensure a safe transfer.
  • The Licensor has a right to, as soon as the processing of Licensee Data is no longer required for the providing of the Services, anonymise the Licensee Data in such way that the data subjects are no longer identifiable. The Licensee Data shall be anonymised no longer than ninety (90) days after the Licensee has ceased to license the Service.
  1. CONSENT

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 regulation and consider

  1. i) the Licensee’s process of the authorized person’s personal data during the usage of the Services, and
  2. ii) the Licensee’s process of such authorized person’s personal data (limited to only name of the position held and such person’s answers during the use of the Services who holds a sole leading position in the Licensee, or where so stated in the Separate Agreement the users granted the permission to use the Service, 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 the case the Licensee wishes to have access to the comparable data (answers) from the persons holding a sole leading position (e.g. managing director and chairman of the board) for a future comparison with data collected from other holders of such positions in the Licensee.

  1. 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, and where so stated in the Separate Agreement the users granted the permission to use the Service, may not use the Services in a way that damages the Services, the Licensor or other licensees of the Service.
  1. 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 to use the Service as expressly stated in this 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 that the Licensee’s use of the Service is not infringing any third party’s intellectual property right.
  • The Licensee is responsible that the Licensee’s, and where so stated in the Separate Agreement the users’ granted the permission to use the Service, usage of the Service is not infringing any third party’s intellectual property right.
  1. FEE AND PAYMENT TERMS
  • The fee for the Services follows from the Separate Agreement between the Parties.
  • The fee for the Additional Services may follow from a separate agreement or order form between the Parties.
  • 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.
  1. CONFIDENTIALITY

         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.

  1. 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.
  1. 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.
  1. IMMEDIATE TERMINATION
  • Both Parties have the right to terminate the Agreement with immediate effect
  1. if the other Party commits a material breach of any of its obligations under the Agreement, or
  2. if the other Party becomes bankrupt, enters composition negotiations, 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 thesi Agreement or in a way that can result in damages to the Services, the Licensor or other licensees of the Service.
  1. NOTIFICATIONS
  • 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: info@boardclic.com.
  • Notifications to the Licensee shall be sent to the e-mail address that has been registrered by the Licensee.
  1. ASSIGNING
  • 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.
  1. AMENDMENTS
  • Any amendments to the Agreement shall be enforceable only if both Parties agree thereto in writing.
  • All costs for any negotiations of this Agreement, the DPA or additional documents required by the Licensor shall be bared solely by the Licensor.
  1. 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.

  1. 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.
  1. 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 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.

  1. CHANGES TO T&C

The Licensor shall notify the changes to this Agreement to the Licensee in writing. In such case, the new Agreement shall be applicable to the Licensee at the next term of the Agreement.