Terms of service

These terms of Service apply to access and use of Zervicepoint Cloud.

1 Background

1.1 These Terms of Service (“Terms”) apply to Customer´s access to and use of Zervicepoint as a Service (the “Service”) provided by the Service Provider.

1.2 These Terms, together with applicable agreement and/or order form(s) together form a binding agreement (agreement) between the Customer and the Service Provider.

2 Definitions

“Customer Data” shall mean all data (including Personal Data and User data) provided by, or on behalf of, the Customer and/or the Users to the Service.

“Data Protection Appendix” shall mean the data protection appendix applicable from time to time and which is accessible through [the Customer’s login through zervicepoint.com/data-protection.

“Fee Schedule” shall mean description of Service Fee(s) and payment terms applicable from time to time.

”Intellectual Property Rights” shall mean, including but not limited to, any patents, registered designs, copyrights, trademarks, trade secrets and any other intellectual or industrial property rights, whether or not registered, as well as the right to apply to register any of the mentioned rights.

“Personal Data” shall have the meaning described in the General Data Protection Regulation (EU 2016/679).

“Privacy Policy” shall mean privacy policy applicable from time to time and accessible at zervicepoint.com/cookie-policy/.

“Service” shall have the meaning described in Section 1 above.

“Service Fee(s)” shall have the meaning described in Section 3.3 below.

“Service Provider” shall mean FoF Zervicepoint Sweden AB.

“Standard Documentation” shall mean the Service specifications and documentation which are applicable from time to time and which is accessible through the Customer’s login through zervicepoint.com/support.

“User” shall mean authorized user of the Service designed by the Customer for which the Service Fee.

3 Service and fees

3.1 The Service Provider makes available the Service to the Customer and the Users according to these Terms.

3.2 Functionalities and specifications of the Service are described in the Service Documentation. The Service Provider may make available new functionalities and updates from time to time and shall update the Service Documentation accordingly. The Service Provider may make available different functionalities at different Service levels and/or Service Fee levels.

3.3 The Service fees (“Service Fee(s)”) and payment terms and included in the Fee Schedule. Unless otherwise described in the Fee Schedule or otherwise agreed between the Customer and the Service Provider, the Service Fee is based on the amount of Users.

3.4 The Service Provider may suspend or terminate Customer´s or any User’s right to access or use any portion or all of the Service immediately upon notice to you upon determining:

(a) Customer´s or User’s use of the Service (i) posing a security risk to the Service, the Service Provider or any third party, or (ii) could adversely impact Service Provider´s systems, the Service or the systems or content of any third party (including Service Provider´s other customers),

(b) Customer or User being in breach of these Terms, or

(c) Customer being in breach of its payment obligations according to Fee Schedule.

Upon suspension of Customer´s or User’s right to access or use any portion or all of the Service as described above, the Customer will remain responsible for all fees and charges incurred during the period of suspension.

4 Users and certain rights and obligations of the customer

4.1 The Customer shall add and remove Users by following the procedure described in Standard Documentation.

4.2 The Customer shall use the Service as described in the Standard Documentation or other instructions made available by the Service Provider in writing.

4.3 The Customer may not:

(a) whether against payment or free of charge, permit use or have access to the Service for other than the Users,

(b) except for customizations and modifications allowed by the Standard Documentation, copy, modify, develop, or in any other way amend the Service or permit any third party to do so, or

(c) decompile or disassemble the Service or by any other means recreate the Service’s source code, except for what is permitted under mandatory law.

4.4 The Customer is obligated to ensure that the these Terms and limitations for the use of the Service are ob-served by the Users, The Customer is responsible for the acts and omissions of its Users, including their compliance with these Terms.

4.5 Where applicable, the Customer may enter into a separate support services agreement with third party support services provider regarding support services provided in relation to the Service. The Service Provider is not responsible for acts and omissions of third party service providers.

5 Customer data and intellectual property rights

5.1 The Customer retains all rights, title and interest, including any Intellectual Property Rights, in the Customer Data. The Customer (for itself and all of its Users) grants the Service Provider a worldwide, non-exclusive, limited term license to host, access, use, process, copy, distribute, perform, export and display Customer Data only as reasonably necessary

(a) to provide, maintain, update and improve the Service;

(b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer.

5.2 The Customer is responsible for:

(a) development, content, operation, maintenance, and use of the Customer Data,

(b) ensuring that the Customer Data and Customer´s and Users’ use of the Customer Data will not violate any applicable laws, and

(c) taking appropriate action to secure, protect and backup Customer´s and User´s accounts and the Customer Data in a manner that will provide appropriate security and protection, which might include use of encryption to protect the Customer Data from unauthorized access and routinely archiving the Customer Data.

5.3 With respect to Personal Data, the rights and obligations of the Customer and the Service Provider are included in the Data Protection Appendix.

5.4 More detailed terms about the collection, use and disclosure of Personal Data is included in the Privacy Policy.

5.5 The Service Provider shall maintain administrative, physical, and technical safeguards at a level not materially less protective than in applicable Nordic industry standards. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel.

5.6 The Service Provider, or any third party from whom the Service Provider derives its right, owns and shall retain all rights, title and interest, including any Intellectual Property Rights, in and to the Service.

5.7 The Service Provider shall indemnify the Customer from and against any liability to third parties arising from a claim that your use of the Service infringes upon such third party’s intellectual property rights provided, however, that the Service Provider shall have no liability if such claim arises from (a) Customer Data or (b) any modification, combination or development of the Service that is not performed by the Service Provider or its affiliates, including in the use of any application programming interface (API), if applicable.

5.8 The Customer shall indemnify the Service Provider from and against any liability to third parties arising from Customer’s or any of its Users’ violation of the Terms.

5.9 In events described in Sections 5.7 and 5.8 above, the party making the claim must provide the other party with prompt written notice of any claim and allow such other party the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting defence and settlement of such matter.

6 Limitation of liability

6.1 Neither party shall not be liable for loss of profit, production, goodwill or other indirect damage or loss, including the other party’s liability to pay compensation to a third party, or for loss of data.

6.2 The maximum liability of the Service Provider under these terms is limited average one (1) month Service fees.

6.3 The limitation in respect of a party’s liability in damages pursuant to this section 6 shall not apply where the party has acted intentionally or grossly negligent.

6.4 Neither party shall be liable for delay or damage caused by even of force majeure. Such events of force majeure shall include, in the absence of proof to the contrary, inter alia, war or insurrection, earthquake, flood or other similar natural disaster, interruptions in general traffic, data communication or supply of electricity, import or export embargo, strike, lockout, boycott or other similar industrial action. A strike, lockout, boycott and other similar industrial action shall also be considered, if not proven otherwise, an event of force majeure when the party concerned is the target or a party to such an action.

7 Confidentiality

7.1 During the term of the Service and a period of 3 years thereafter, each party undertakes not to disclose information to any third party regarding the other party’s activities which may be regarded as business or professional secrets or information that is subject to confidentiality undertaking by law without the other party’s consent. Information which a party has indicated as confidential shall always be regarded as a business or professional secret. The duty of confidentiality does not include information that a party can prove has come to its knowledge other than under the use of the Service, or which is generally known provided that information has not been known for party/the public by a party’s breach of this confidentiality undertaking in this section 7. Nor does the duty of confidentiality apply where a party is obligated to disclose any information under law. Where a party is obligated to disclose information under law, the disclosing party shall notify the other party thereof prior to disclosure.

7.2 Each party shall ensure that the duty of confidentiality pursuant to above is observed by the party’s personnel, consultants and contractors/suppliers, including, in the case of the Customer, the Users

8 Term and termination

8.1 The Customer may add or remove Users as described in the Standard Documentation.

8.2 These Terms are valid for as long as the Customer or any of the Users use the Service.

8.3 The Customer may terminate the agreement by written one (1) month written notice thereof to the Service Provider.

8.4 The Service Provider may suspend or terminate Customer´s or any User’s right to access or use any portion of the Services in situations described in Section 3.4.

9 Miscellaneous

9.1 Neither party may, without the other party’s written consent, transfer or otherwise assign, partially or in full, any of its rights or obligations pursuant to the agreement. Without prejudice to the foregoing, the Service Provider may transfer its rights and obligations pursuant these Terms in connection with business transfer concerning the Service.

9.2 Should any provision in these Terms or part thereof be found void or invalid, the other provisions of these Terms shall remain in force and the provision may be amended to the extent such invalidity materially affects the rights or obligations of either party pursuant to the agreement.

9.3 The Service Provider reserves the right to update or change to the Service, Service Descriptions, the fees (Fee Schedule) as well as these Terms from time to time. In the event of material changes (such as increases in the fees), the Customer is given a reasonable notice prior to the change taking effect. Material changes will become effective on the date set forth in the notice, and all other changes will become effective upon posting of the change.

10 Dispute resolution

10.1 The agreement shall be governed by Swedish law, without regard to its conflict of law provisions.

10.2 Any dispute, controversy or claim arising out of or in connection with the agreement or these Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”). The seat of arbitration shall be Gothenburg and the language to be used in the arbitral proceedings shall be Swedish.

10.3 The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.

10.4 Where, in the event of a dispute, the value of the claim does not exceed the so called Price Basic Amount pursuant to the Social Insurance Code (2010:110) (Sw. Socialförsäkringsbalken (2010:110)), the dispute shall be settled by the District Court of Gothenburg. In addition, in regards of such claim, neither party shall be prevented from obtaining a summary judgement (Sw. betalningsföreläggande).

10.5 The Parties undertake, indefinitely, not to disclose the existence or contents of any judgment or decision related to or in connection with the agreement or any information regarding negotiations, arbitral proceedings or mediation in connection therewith. This confidentiality undertaking shall not apply in relation to information, which a party is required to disclose by law, pursuant to an order of a governmental authority, pursuant to applicable stock exchange rules, or which may be required for the enforcement of a judgment or an award.