GENERAL TERMS AND CONDITIONS
These general terms and conditions (hereinafter “General Terms”) apply to web services (the “Services”) provided by IPscreener AutoMatch Sweden AB (“AM”) to any person or legal entity (“Customer”).
- The Services
1.1 The Services are available through license and subscription, and as further described on AM’s website. The Customer acknowledges that the functionality of the Services may be changed by AM during the term of the subscription. AM is responsible for informing the Customer of any material changes within reasonable time in advance, and the Customer may terminate the subscription by giving AM written notice within one (1) month from the implementation of the relevant material change.
1.2 Upon the Customer’s order of one or several subscriptions of the Services, AM will issue personal login and passwords for each of the Customer’s users. The Customer is responsible for properly safeguarding the password(s). If there is reason to suspect unauthorized access to a password, AM shall be immediately informed. AM shall not be liable for damage resulting from the Customer failing to safeguard or properly use the password.
1.3 AM is responsible for making available the Customer’s information on the Services, including information uploaded by the Customer, and information available from external sources and databases. The Customer is however aware that AM relies on the availability of external sources and cannot be responsible for acts or omissions by third parties or by the Customer, or by AM’s or the Customer’s internet service providers, and that such acts or omissions may restrict the Customer’s availability of the Services. The Customer acknowledges that the Services is not error-free and may be subject to interruptions, e.g. due to planned maintenance carried out by AM. AM is not liable for loss of data but undertakes to take reasonable precautions to protect the Customer’s data according to general industry standards, including making regular back-ups.
1.4 The Customer may not to use the Services in any way which is contrary to any laws or regulations or which may expose AM, or any third party, to risks of damage. The software application for the Services and the information made available through the Services (other than the material provided by the Customer) is the intellectual property/proprietary right of AM or the third party licensors of AM. The Customer shall ensure that its staff, and – if applicable – third parties, who use the Services adhere to the agreement between the parties and any specific instructions relating thereto. The Customer may not: (a) assign, sublicense, sell, distribute, transfer, pledge or share the Services; (b) alter or circumvent any copy protection mechanisms in the Services or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services; or (c) modify, adapt, translate or create derivative works based on the Services.
1.5 The Customer shall be solely responsible for the information and data (including personal data) which the Customer uploads into the Services. AM may upload information to the Services on request by the Customer. AM waives all liability as to the completeness or accuracy of such information, and specifically waives all liability for third party material. AM will process any personal data provided by the Customer solely as an assistant, in accordance with the Customer’s instructions and article 31 of the Swedish Personal Data Act.
1.6 Unless the parties have agreed otherwise, the Customer’s subscription to the Services shall be valid for two years and be automatically extended for one year at a time unless terminated no later than three months before the expiry of the said term. AM reserves the right to terminate the subscription with immediate effect, should the Customer be in breach of the agreement between the parties. No fees paid by the Customer to AM will be refunded to the Customer following such termination of the subscription, unless termination is due to a breach of the agreement on the part of AM.
- General Terms
2.1 The parties recognize that in the course of performing the Services, both parties may have access to confidential information and trade secrets belonging to the other. Each party desires that such confidential information and trade secrets remain confidential. Each party agrees that all confidential information and trade secrets communicated to one party by the other in any manner (the "Confidential Information") will be used by the recipient party only for the purposes of performing the Services. The other party's Confidential Information will not be disclosed by the recipient party, other than to its employees without the prior written consent of the other party. Each party will advise its employees who receive any of the other party's Confidential Information of its confidential nature. The confidentiality provisions of this Section will not apply to any Confidential Information that (i) was or becomes generally available to the public other than as a result of disclosure by the recipient party in violation of these General Terms; (ii) becomes available to the recipient party from a source other than the other party, provided that the recipient party has no reason to believe that such source is itself bound by a confidentiality or nondisclosure agreement with the other party or otherwise prohibited from disclosing such Confidential Information; (iii) was in the recipient party's possession prior to receipt from the other party; (iv) is independently developed by the recipient party without the use of the other party's Confidential Information; or (v) is required to be disclosed by the recipient party by a governmental agency or law, so long as the recipient party provides the other party with written notice of the required disclosure promptly upon receipt of notice of the required disclosure.
2.2 The remuneration for AM’s services shall be according to the general price list of AM as applicable from time to time. Payment shall be effectuated by the Customer within 30 days following date of invoice. AM may charge interest on overdue payments according to the Swedish Interest Act (SFS 1975:635), and additional fees for payment reminders and collection. AM may obtain information regarding the Customer’s credit worthiness before or while carrying out Services for the Customer. Should the Customer fail to make payments on time or if the Customer’s credit worthiness would deteriorate AM may discontinue carrying out the Services upon two weeks prior written notice. In such case, AM shall be entitled to payment for any billable hours and to charge the Customer for the costs which AM has incurred for Services provided.
2.3 The Services is provided “as is” and AM provides no warranties with respect to the Services. The liability of AM relating to the Service does not extend to indirect damages or costs, including without limitation loss of data, profit, turnover, goodwill or third party contracts, and does not extend to claims brought forward later than two months following the act or omission on which the claim is based. AM’s liability is limited to the amount invoiced for Services during the year preceding the claim. Further, AM shall not be liable towards the Customer by reason of any failure in the performance of its obligations on account of any circumstances beyond its control which it could not have been reasonably expected to foresee at the time of entering into the agreement and the consequences of which it could not reasonably have avoided or overcome or as a result of its sub-contractors being prevented from supplying goods or services due to the circumstances here stipulated. The Customer agrees to defend AM against, and to indemnify and hold AM harmless from, any claims or suits by a third party against AM or any liabilities or judgments based thereon, arising as a result of AM’s performance of Services, except when such claim or suit arises due to the gross negligence or willful misconduct of AM.
2.4 These General Terms apply as of 12 June 2013. AM and Customer become bound by the General Terms upon any of the following: execution of an agreement referring to these General Terms; issuing of orders through AM’s web sites including The Services followed by AM’s written confirmation; acceptance or confirmation in writing of a quote referring to these General Terms (by e-mail or otherwise); oral acceptance of such quote followed by written confirmation from AM; or payment of an invoice from AM.
2.5 The agreement between the parties shall be governed by Swedish law. 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 place of arbitration shall be Stockholm.