These general terms and conditions (hereinafter “General Terms”) apply to web services (the “Services”) provided by IPscreener AutoMatch Sweden AB (“Supplier”) to any person or legal entity (“Customer”).
1. The Services
1.1 The Services are available through license and subscription, and as further described on Supplier’s website. The Customer acknowledges that the functionality of the Services may be changed by Supplier during the term of the subscription. Supplier is responsible for informing the Customer of any material changes within reasonable time in advance, and the Customer may terminate the subscription by giving Supplier 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, Supplier 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, Supplier shall be immediately informed. Supplier shall not be liable for damage resulting from the Customer failing to safeguard or properly use the password.
1.3 Supplier 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 Supplier relies on the availability of external sources and cannot be responsible for acts or omissions by third parties or by the Customer, or by Supplier’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 Supplier. Such planned maintenance will be noticed in advance. Supplier 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 use the Services in any way which is contrary to any laws or regulations or which may expose Supplier, 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 Supplier or the third party licensors of Supplier. 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. Supplier may upload information to the Services on request by the Customer. Supplier waives all liability as to the completeness or accuracy of information or third party material requested or made available by the Customer. Supplier will process any personal data provided by the Customer solely as an assistant, in accordance with the Data Protection Laws including those in Sweden, the EEA and the EU including the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”).
1.6 Unless the parties have agreed otherwise, the Customer’s subscription to the Services shall be valid for two years after both parties signing the contract. The subscription will be automatically extended for one year at a time unless either party gives the other notice of termination at least three months prior to the expiry of the current term. Supplier 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 Supplier 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 Supplier.
1.7 The remuneration for Supplier’s services shall be according to the general price list of Supplier as applicable from time to time. Payment shall be effectuated by the Customer within 30 days following the date of issuing the invoice. If the invoices are not settled within in the 30-days period unpaid amounts shall automatically incure late payment interest, calculated on the basis of three times the European Central Bank (ECB) semi-annual key rates, increased by 10 points. In addition, any late payment from the Costumer will entail the payment of a lump sum compensation for recovery costs of forty (40) euros.
2 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 recipient party shall ensure that the confidential nature of the information is known to its employees. This will apply during the term of the contract and for a period of three years thereafter. 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. 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.
2.3 Supplier warrants that it holds the rights to provide the Services. Supplier also warrants to take reasonable precautions to protect the Customer’s data. Apart from this the Services is provided “as is” and Supplier provides no other warranties with respect to the Services, when performed with due care.
The Supplier shall not be liable towards the Customer by reason of any failure or delay in the performance caused by force majeure or as a result of its sub-contractors being prevented from supplying goods or services due to force majeure. Supplier shall use all reasonable efforts to minimize the consequences of an event constituting force majeure. When force majeure remains in effect for more than three months the Costumer may terminate the contract by giving notice to Supplier.
The liability of Supplier 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. Supplier’s liability is limited to the amount invoiced for Services during the 12 months preceding the claim.
The Customer agrees to defend Supplier against, and to indemnify and hold Supplier harmless from, any claims or suits by a third party against Supplier or any liabilities or judgments based thereon, arising as a result of Supplier’s performance of Services, except when such claim or suit arises due to the gross negligence or willful misconduct of Supplier.
2.4 These General Terms apply as of the date of both parties signing the contract. Supplier 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 Supplier’s web sites including The Services followed by Supplier’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 Supplier; or payment of an invoice from Supplier.
2.5 The agreement between the parties shall be governed by the laws of Belgium. 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.