ACCEPTANCE OF SUBSCRIPTION TERMS AND CONDITIONS
- 1.1 These subscription terms and conditions (“Terms and Conditions”) are accepted by ticking off “I have read and accept the subscription terms and conditions” in the subscription form, or by using the application or services and apply between OO Software AB and the customer (the “Customer”). If the Customer is a legal person, these Terms and Conditions are accepted on behalf of the Customer. This is a business to business service only and there is no intention to create a contract with any consumer, if you are a consumer and wish to use the Application then first contact us on firstname.lastname@example.org.
SUBSCRIPTION TERM AND INVOICING
- 2.1 The subscription becomes effective upon placement of order and continues to be in effect until terminated in accordance with these Terms and Conditions.
- 2.2 The first invoicing period runs from the order date to the last day of a calendar quarter. After that, invoicing takes place quarterly in advance, unless otherwise set out in separate agreement or terms for the specific product.
SCOPE AND USE OF SUBSCRIPTION
- 3.1 In accordance with these Terms and Conditions, the Customer is granted a non-exclusive limited right to use the service system and selected additional modules (collectively the “Application”) which are made available online as software as a service only for the purposes described by the Application. The Customer does not acquire the Application or any copy or part and is not granted a licence to implement the Application in any way other than as a software as a service, unless otherwise set out in separate agreement or terms for the specific product.
- 3.2 The Customer’s subscription entitles the Customer to use the Application for the number of entries, users, additional modules, etc. specified for each product. If the Customer needs further capacity or functionality, then upon use of any additional entries, users or modules by the Customer or upon any acceptance by OO Software AB of any requested increase to entries, users or modules, the subscription will be upgraded automatically and the Customer shall agree to pay the consequential increase in the subscription at the then current rates for such entries, users and modules.
- 3.3 The Application may provide a list of subscription types and selected additional modules. Some functionalities, services and additional modules may be subject to separate terms and conditions, which must be accepted in addition to these Terms and Conditions before use.
- 3.4 Only the Customer and its advisors are entitled to use the Application, and the Application may not be used for or on behalf of any other parties or for data processing or the provision of services for other parties than the Customer. The Customer agrees to be fully responsible and liable for any third parties that are given access to the Application by the Customer or who use the Customer’s log in details.
- 3.5 Other than as set out in 3.4, the Customer is not entitled to assign the subscription or grant access to the Application, whether in full or in part, to any third party.
- 3.6 The Customer shall ensure that the Application is not used in any manner which reflects adversely upon the name, reputation and/or goodwill of OO Software AB or in breach of any applicable law or regulation.
- 3.7 The Customer is entitled to invite a resonable amount of users to the Application, provided that these users also adhere to the Terms and Conditions of the Application.
PRICES AND TERMS OF PAYMENT
- 4.1 The terms of payment are net 30 days after invoice date.
- 4.2 If the subscription fee is not paid when due, reminder 1 will be sent 7 days after the invoice due date without a reminder fee. If the subscription fee remains unpaid, reminder 2 will be sent 10 days later and a reminder fee of €7.50 will be charged. If payment is not received within 7 days after reminder 2, access to the Application will be blocked. Access to the Application will be unblocked after receipt of payment, unless OO Software AB has already cancelled the subscription.
- 4.3 The Customer accepts that invoices and reminders sent by email to the email address provided by the Customer shall be deemed delivered when sent by OO Software AB.
- 4.4 The prices, rates and subscription types in force from time to time can be found on OO Software AB’s website and may be changed at the end of each calendar quarter on one month’s notice. All prices exclude VAT which shall be applied at the prevailing rate.
- 5.1 By using the Application, the Customer may terminate the subscription, reduce the services subscribed to and remove additional modules each with effect from the last day of the current calendar quarter (unless otherwise stated in the description or terms and conditions applying to the specific service or module).
- 5.2 OO Software AB is entitled to terminate the subscription at the end of any calendar quarter by giving more than 6 months’ notice or immediately on written notice if the Customer commits a material breach of these Terms and Conditions or becomes insolvent or has a receiver or administrator appointed over its assets.
- 6.1 As between the parties, the Customer shall own any and all data it provides to OO Software AB or the Application, if not otherwise specified. The Application permits the Customer to export records and data held by the Application and the Customer agrees to export any and all data prior to termination of the subscription.
- 6.2 OO Software AB reserves the right to delete Customer data 90 days after termination of the subscription regardless of the reason for termination, and OO Software AB is not obligated to store any Customer data after such time. If the Customer should require the data to be stored for a longer period, an official request needs to be sent before those 90 days.
- 6.3 Data provided by the Customer for use by other customers is owned by OO Software AB and can be modified and deleted freely by OO Software AB. The Customer however is responsible for providing correct information while submitting to the public databases.
- 6.4 OO Software AB shall be entitled to store Customer data after termination in anonymised form for statistical and analytical purposes only.
- 6.5 OO Software AB may disclose Customer data to third parties and public authorities where such disclosure, in OO Software AB’s opinion, is justifiable and reasonable, e.g. to avoid a loss of value, including in connection with judgments, public authority orders, the Customer’s bankruptcy, death or the like.
- 7.1 OO Software AB strives towards the highest possible operational stability, but shall not be responsible or liable for any breakdowns or service interruptions, including interruptions caused by factors beyond OO Software AB’s control, such as power failures, defective equipment, Internet connections, telecoms connections or the like. The Application and the service is provided “as is” and OO Software AB expressly disclaims any further representations, warranties, conditions or other terms, express or implied, by statute, collaterally or otherwise, including but not limited to implied warranties, conditions or other terms of satisfactory quality, fitness for a particular purpose or reasonable care and skill
- 7.2 In the event of an interruption of service OO Software AB will use reasonable commercial endeavours to restore normal operations as soon as possible.
- 7.3 Planned interruptions will mainly take place between 21:00-06:00 CET. If it becomes necessary to interrupt access to the Application outside this period of time, the Customer will be notified in advance, if possible.
- 8.1 OO Software AB may update and improve the Application on a continuous basis. OO Software AB may also change the composition and design of the Application and services. Any such changes may be with or without notice and may affect the prior results or information uploaded to or provided by the Application.
INTELLECTUAL PROPERTY RIGHTS
- 9.1 The Application and any information provided by it, other than the Customer’s data, is protected by copyright and other intellectual property rights and is owned by or licensed to OO Software AB. Any development or adaptations made to such intellectual property by Customer shall vest in OO Software AB. The Customer shall notify OO Software AB of any actual or suspected infringement of OO Software AB’s intellectual property rights and any unauthorised use of the Application that the Customer is aware of.
- 9.2 No intellectual property rights are assigned to the Customer.
- 9.3 In relation to any and all material uploaded by the Customer and any and all Customer data, the Customer grants to OO Software AB, its suppliers and sub-contractors a non-exclusive worldwide irrevocable licence to provide the Application and related services including marketing services to the Customer. The Customer represents and warrants that no uploaded material or Customer data will infringe third party rights or intellectual property rights and will not contain any material that is obscene, offensive, inappropriate or in breach of any applicable law.
- 10.1 OO Software AB is entitled to assign its rights and obligations vis-à-vis the Customer to a group company or to a third party.
- 10.2 The Customer accepts that OO Software AB is entitled to use subcontractors in all matters, including for the implementation and operation of the Application and the storage of Customer data.
OO SOFTWARE AB’S LIABILITY
- 11.1 OO Software AB disclaims all liability and shall not be liable in contract, tort (including negligence), statutory duty, pre-contract or otherwise arising out of or in connection with these Terms and Conditions or the Application for any (a) consequential, indirect or special loss or damage; or (b) any loss of goodwill, reputation or data; or (c) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings). In each case whether advised of the possibility of such loss or damage and howsoever incurred.
- 11.2 OO Software AB is not liable for third party solutions which are available via and/or integrated with the Application. Consequently, OO Software AB cannot be held liable for the correctness, completeness, quality and reliability of the information or for the results which are achieved by means of such third party solutions. Moreover, OO Software AB cannot be held liable for the availability, security or functionality of such third party solutions, including for any damage and/or loss caused by such third party solutions. The Customer is responsible for proving that a loss or damage suffered by the Customer is not attributable to any third party solutions.
- 11.3 The maximum liability of OO Software AB in contract, tort (including negligence), statutory duty, or otherwise arising out of or in connection with the Terms and Conditions or the Application; shall, in respect of any one or more events or series of events (whether connected or unconnected) taking place within any twelve month period, be limited to the Fees paid by Customer in such period.
- 11.4 The Customer undertakes to indemnify OO Software AB against any costs due to product liability loss, third party loss or other third party claims due to the Customer’s use of the Application.
- 11.5 Nothing in this Agreement shall exclude or limit liability for death or personal injury or for fraud.
DUTY OF CONFIDENTIALITY AND DATA SECURITY
- 12.1 OO Software AB will only process Customer data in accordance with the Customer’s instructions and not for its own, unauthorised purposes.
- 12.2 OO Software AB will keep confidential all of the Customer’s confidential information that the Customer provides for OO Software AB save to where it is required to be disclosed by a regulatory or government body or court of competent jurisdiction.
- 12.3 OO Software AB shall take all necessary technical and organisational security measures to ensure the safe and secure processing of any Customer data.
- 12.4 At the Customer’s request OO Software AB will provide sufficient information to enable the Customer to ensure that the said technical and organisational measures have been taken. OO Software AB shall be permitted to charge the Customer for such work at its standard rates.
- 12.5 Where the Customer provides information, user names or passwords in relation to any third party information feed or service to OO Software AB, the Customer shall warrant that the provision of such information or the integration of the Application with such third party feed or service or the storage and use by OO Software AB of such information shall not breach the terms and conditions for such service or any other third party rights. The Customer shall indemnify and hold harmless OO Software AB from any and all loss, damage, cost and expense arising from breach of this clause.
CHANGE OF TERMS AND CONDITIONS
- 13.1 OO Software AB may update these Terms and Conditions from time to time. The current version of the Terms and Conditions in force from time to time are available on OO Software AB’s website. OO Software AB shall endeavour to provide reasonable notice of any changes by posting such changes on the web site. Further use of the Application after any change to the Terms and Conditions shall be deemed to be acceptance of such Terms and Conditions. It is the Customer’s responsibility to check the website regularly to keep updated on any changes to these Terms and Conditions.
These Terms and Conditions become effective on Maj 4, 2015.