Subscription terms and conditions


1. INTRODUCTION

These Subscription Terms and Conditions apply between Business Radar (”Business Radar”) and between Business Radar’s customer (”the Customer”), and govern the Customer’s use of Business Radar, (”the Service”).

The Customer accepts and is bound by the Subscription Terms and Conditions through signing an Order or by accepting the Subscription Terms and Conditions in some other way in connection with the utilisation of the Service.

2. DEFINITIONS

In this Subscription, the definitions given below have the following meanings:

”User” means a private individual, or a technical systems user, who utilizes the Service directly or indirectly via another system or application.

”Admin” is a User appointed by the Customer with privileges to manage the Service within the limits of the Subscription, including but not limited to grant access to Users and manage User accounts included in the Subscription.

“Subscription” means an Order as well as these Subscription Terms and Conditions including appendices.

“Team Room” means a single service with a defined set of subscription terms and limited group of Users who are authorized to access the service.

”Period of the Subscription” shall have the meaning shown in section 12.

”Documentation” means information which describes the Service in various media, including on the Website.

”Website” means www.businessradar.se/

”Intellectual Property Rights” means all forms of intellectual property and industrial rights such as copyright, database rights, source code, patents and patentable inventions, registered and unregistered trademarks, know-how (irrespective of whether this can in itself constitute a patentable invention or not), and registered and unregistered designs.

”Order” means the order document or equivalent in which, among other, the number of Users, prices and other Customer-specific terms and conditions for a Subscription are set out.

”The Service” means the cloud service available at any time and the associated software which is provided to the Customer within the framework of the Subscription. The Service is provided through various forms of subscription, the details of which are given on the Website.

3. SERVICE SUBSCRIPTION TERMS AND CONDITIONS

3.1 Business Radar hereby grants the Customer, on receipt of the subscription fee in accordance with the Subscription, a non-exclusive, non-transferable right to use the Service to the extent and for the period (”Period of the Subscription”) set out in the Subscription. Business Radar reserves the right during the Period of the Subscription to supply new and updated versions of the Service, with respect both to functionality and appearance.

3.2 Business Radar hereby gives the Customer a right to permit the agreed number of Users to utilize the Service. The Customer has the right at any time to expand the number of Users or add additional functionality within the framework for the Service on the terms and conditions set out in the Subscription.

3.3 Business Radar has the right to amend these Subscription Terms and Conditions. The Customer shall be informed of any such amendments through a notification via e-mail or via the Website. The Customer shall be regarded as having received the notification at the latest two (2) weeks from the date on which the notification was sent by e-mail or announced on the Website. If the change has an appreciable adverse effect on the Customer, the Customer has the right to terminate the Subscription within thirty (30) days of the date on which the notification was regarded as having been received in accordance with the above. If the Customer does not terminate the Subscription within the period stipulated above, the Customer shall be regarded as having accepted the new General Terms and Conditions.

3.3 Business Radar has the right to use subcontractors to provide the Service. Business Radar is responsible for the subcontractor to the same extent as if the work had been carried out by Business Radar itself.

4. USE OF LOG-ON INFORMATION

4.1 The user information, passwords and API keys used to obtain access to the Service are to be regarded as valuable documents, and, if they are noted down, must be stored in a secure manner so that unauthorized individuals cannot gain access to the Service. The Customer’s right to use the Service presupposes that, at all times, the Customer has registered valid e-mail addresses which belong to the Customer.

4.2 The Customer is responsible for all use of the Service attributable to the Customer’s subscription. Business Radar has the right to treat all use of the Service with the Customer’s User information as authorized use by the Customer or by a person with the Customer’s consent, irrespective of whether such use leads to expense for the Customer. The Customer shall inform Business Radar in writing without delay if the Customer suspects that an unauthorized person has obtained access to the Service or the Customer’s password.

5. AVAILABILITY

5.1 Business Radar shall use its best endeavors to ensure that the Service is free from malware and is accessible for the Customer’s use 24 hours a day on every day of the year. Business Radar has the right to take whatever action it deems appropriate and which may affect the above availability, whenever such measures are necessary for technical, maintenance or security reasons. Business Radar shall, as far as possible, inform the Customer when a shut-down of this type is to take place. The Customer does not have the right to compensation in the event of lack of access as a result of any such measures taken. Nor is Business Radar liable for lack of access as a result of interruptions or communication problems on the Internet or other private and public networks, or problems with the Customer’s own equipment which is used to obtain access to the Service.

6. RESTRICTIONS

6.1 The Customer’s right to use the Service includes no rights other than those specified in the Subscription.

6.2 The Customer is not entitled to;

  1. use the Service for purposes other than those intended in accordance with the Documentation;
  2. transfer, sub-license or in any other way provide, permit or utilize the Service for use by a third party, e.g. through time-sharing, as a service or otherwise;
  3. assert that the Service is the Customer’s property; or
    carry out, cause, permit or authorize modification, translation, reverse engineering, decompiling, deconstructing or hacking of the Service, introduce viruses, Trojan horses or other damaging or undesired codes (malware) into the Service. In addition, the Customer does not have the right to generate a disproportionately large number of calls to the Service, relative to the Customer’s normal use over a three-month period, or relative to the agreed number of calls, or otherwise take or fail to take action which may impede or limit the use of the Service by third parties or exceed the technical limits which apply to the Service.

7. SUPPORT AND MAINTENANCE

7.1 Business Radar updates and takes continuing fault rectification measures in respect of the Service.

7.2 Business Radar provides support for the Service through e-mail; support@businessradar.se.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 All Intellectual Property Rights and all other rights in or in respect of the Service and the software incorporated therein belong to Business Radar or, where appropriate, Business Radar’s licenser.

8.2 Nothing in the Subscription shall constitute an assignment or transfer of any Intellectual Property Rights or other rights in the Service and the software incorporated therein to the Customer. The data which the Customer processes and which is generated by the Service as a consequence of the Customer’s use of the Service, shall, however, be owned by the Customer without restriction. It is the obligation of the Customer to ensure that it possesses the necessary back-up copies of data belonging to Customer. Business Radar has the right to use the Customer’s data only to the extent required to fulfil its obligations under the Subscription. Business Radar also has the right to use, without limitation, information on the processor’s functions, performance, capacity and other statistics or similar information based on the processing of the Customer’s data on the Service.

9. SUBSCRIPTION FEE

9.1 For the use of the Service by the Customer, the Customer shall pay the subscription fee specified in the Order.

9.2 The subscription fee shall be paid against invoice. Payment must be received by Business Radar latest the number of days stipulated by the Subscription from the invoice date (“Due date”).

9.3 In the event that payment is delayed, interest on overdue payments will be payable under the provisions of the Interest Act (1975:635) on outstanding amounts until full payment is received. In the event that the payment is delayed by more than seven (7) days after Due date, Business Radar has the right to block the use of the Service by the Customer until full payment is received, or to terminate the Subscription with immediate effect.

9.4 Current Service prices are published on the Website and are exclusive VAT and other regulatory taxes or charges that may apply.

9.5 Prices stated in a Subscription apply during the Period of the Subscription.

10. LIABILITY AND LIMITATION OF LIABILITY

10.1 Business Radar guarantees that the Service will, on the whole, function in accordance with the documentation and what has been specified in the Subscription.

10.2 If the Customer wishes to claim that there are defects or deficiencies in the Service, the Customer must inform Business Radar of this in writing as soon as the defect or deficiency is discovered. Business Radar’s liability for defects which cannot be regarded as insignificant is limited to carrying out corrective action so that the Service is brought back into conformity with the Subscription within a reasonable period of time.

10.3 In the event that Business Radar is in material breach of the Subscription, the Customer has the right to compensation for direct losses suffered by the Customer in connection with the breach of the Subscription. Business Radar’s liability under the Subscription is limited to fifteen (15) percent of the annual fee paid for the Service immediately prior to the action which caused the damage. Indirect losses, such as loss of profits or loss of savings, consequential losses, data losses or similar losses are not compensated.

10.4 The Customer shall indemnify Business Radar against every claim directed against Business Radar from third parties as a result of the Customer’s utilization of the Service.

10.5 Business Radar shall defend and indemnify Customer from and against any damage, cost and expense (including reasonable attorneys' fees) finally awarded or agreed in a settlement by Business Radar as a result of any claim, suit or proceeding brought against Customer based on a claim that the authorized use of the Services furnished by Business Radar under this Agreement constitutes an infringement of any third party intellectual property right; provided that Business Radar has been notified promptly in writing of such claim, and given authority, information, and assistance to handle the claim or the defence of any suit, proceeding or settlement and that Customer has not compromised or settled the claim, suit or proceeding without Business Radar’s prior written consent, and provided further that Business Radar shall have no obligations under this section 10 to the extent any claim is based on the combination or use of the Services with other software, hardware or services not furnished by Business Radar or use of the Service in a manner prohibited under this Agreement, in a manner for which it was not designed where the Services would not otherwise itself be infringing.

10.6 In the event that the Services in such suit or proceeding are held to constitute an infringement, or if in Business Radar’s reasonable opinion the Services may constitute such infringement, and/or its further use is enjoined, Business Radar shall, at its own expense and at its option, either

  1. procure for Customer the right to continue the use of the Services, or
  2. replace the Services with non-infringing services of materially equivalent function and performance, or
  3. modify the Services so that it becomes non-infringing without materially detracting from function or performance.

Should none of these measures be technically, commercially or economically reasonable to Business Radar, then either party may terminate this Subscription. Upon such termination, Business Radar shall refund the amount of fees paid in advance in respect of not yet used Services.

11. PERSONAL DATA PROCESSING

11.1 The Customer is the controller of all processing of personal data which the Customer carries out with the help of the Service. The Customer is responsible for ensuring that all such processing of personal data is carried out in accordance with the Personal Data Act (1998:204).

11.2 Business Radar shall be regarded as carrying out any processing of personal data in the capacity of personal data assistant to the Customer in accordance with what is stated in this section, which is to be regarded as constituting a processing of personal data Subscription between the Parties under the provisions of 31 § paragraph 2 of the Personal Data Act.

  1. Business Radar undertakes, in its capacity as personal data assistant, to keep itself informed of the content of the Personal Data Act and to process personal data only in accordance with the written instructions which the Customer has provided to Business Radar in respect of the level of security which must be adopted in respect of processed personal data (”the Instructions”).
  2. Business Radar shall interpret and apply the Instructions in accordance with the Personal Data Act. In the event that Business Radar lacks instructions which Business Radar considers essential to carry out its assignment, Business Radar shall inform the Customer of its view without delay and await additional instructions.
  3. Business Radar shall ensure that all those working under its management comply with the Subscription and the Instructions, and are kept informed of the content of the Personal Data Act.
  4. In the event that any User of the Service, the Swedish Data Inspection Board or other third-party requests information from Business Radar which involves processing of personal data on behalf of the Customer, Business Radar shall refer that party to the Customer. Business Radar must not divulge personal data or other information on the processing of personal data without written instructions from the Customer.
  5. Business Radar shall inform the Customer without delay of any contact with the Swedish Data Inspection Board which concerns or may be of significance for the processing of personal data. Business Radar does not have the right to represent the Customer or act on the Customer’s behalf in relation to the Swedish Data Inspection Board.
  6. Business Radar shall permit those inspections which the Swedish Data Inspection Board can legally demand in respect of the processing of personal data.
  7. Business Radar shall take the technical and organizational measures required under the provisions of the Personal Data Act to protect personal data against unauthorized access, destruction and alteration, and will also be prepared to comply with decisions taken by the Swedish Data Inspection Board on measures to fulfil the statutory security requirements.
  8. The Customer shall indemnify Business Radar for all losses, claims or expenses which may arise in consequence of Business Radar’s processing of personal data in accordance with the Instructions.
  9. If the Instructions or this Subscription in general set standards for the processing of personal data which are not supported by the Service or follow from Business Radar’s commitments under the Subscription in general, and which Business Radar could not reasonably have expected, and these standards lead to Business Radar incurring extra costs, the Customer shall reimburse Business Radar for these costs.
  10. When Business Radar ceases to process personal data on behalf of the Customer, Business Radar shall return all the Customer’s data which contain personal data and which Business Radar may hold within the framework of the Service.

12. PERIOD OF THE SUBSCRIPTION AND NOTICE OF TERMINATION

12.1 The Subscription comes into force (i) when the Customer logs-on to the Service for the first time, (ii) when the Customer pays the Service fee, using a credit card, or (iii) when the Customer signs an Order. The Subscription runs thereafter for the period specified in the Order or otherwise or, if no period is specified, until further notice.

12.2 Each Party has the right to give written notice of termination of the Subscription on the expiry of the Period of the Subscription. Such notice of termination must be given no later than thirty (30) days before the expiry of the Period of the Subscription. In the event that no notice of termination is given, the Subscription is extended, without further action, by the time period stated in the Subscription. Notice of termination must be given no later than thirty (30) days before the expiry of each extended period.

12.3 Either Party has the right to terminate the Subscription with immediate effect if:

  1. the other Party is guilty of material breach of the Subscription, in which context a breach of section 6.2 must always be regarded as a material breach of the Subscription, and the breach of the Subscription is not fully rectified within thirty (30) days from the date on which the Party in breach receives written notice from the other Party with a request that corrective action is taken;
  2. the other Party suspends payments, resolves on voluntary or involuntary liquidation, applies for a company reorganization or bankruptcy (or if a third party applies for that Party to be declared bankrupt) or if the Party can otherwise be regarded as insolvent.

12.4 In the event of a breach of section 6.2, Business Radar has the right, in addition to other sanctions, to block or limit the Customer’s access to the Service until this is rectified, or, if it is not rectified, until the termination of the Subscription.

12.5 On the termination of the Subscription, all parts of the Customer’s right to utilise the Service also terminates.

13. FORCE MAJEURE

13.1 A Party is exempt from sanctions for failure to fulfil certain obligations under the Subscription if the failure is due to any circumstance which is outside the Party’s control and which the Party could not reasonably have foreseen or avoided, such as war, actions by the authorities, new or amended legislation, industrial action, restrictions on trade or currencies, blockade, fire, flood or similar circumstance, as well as defects or delays in deliveries from subcontractors.

13.2 It is incumbent upon the Party who wishes to cite grounds for exemption under this section to inform the other Party without delay that such a circumstance has arisen, and when it ceases.

13.3 Irrespective of the provisions on exemption from sanctions in this section, a Party has the right, without sanction, to terminate this Subscription with immediate effect in writing to the other Party if the fulfilment of a significant obligation under this Subscription is delayed by more than three months.

14. GENERAL

14.1 Neither of the Parties has the right, in whole or in part, to transfer or pledge its rights and/or obligations under the Subscription without the written consent of the other Party. Business Radar, however, has the right to transfer its receivables from the Customer to a third party.

14.2 All communications under the Subscription shall be sent by courier or registered letter to the recipient Party’s last known address, and by telefax or e-mail. Communications shall be regarded as having been received by the recipient

  1. if delivered by courier: on delivery;
  2. if sent by registered letter: two days after being handed in for forwarding by post;
  3. if sent by telefax: on transmission if receipt is duly confirmed by the recipient; and
  4. if sent by e-mail: on transmission if receipt is duly confirmed by the recipient.

14.3 Business Radar undertakes not to disclose to any third party, or otherwise make available, information received by Business Radar from the Customer within the scope of the Subscription. Furthermore, any other information received by a party that in any way relates to the other party, including but not limited to any business, financial, scientific, intellectual property, customer or potential customer related, technical or operational information shall be considered confidential and shall not be disclosed to any third party. The above confidentiality obligations shall not apply to such information as a party can demonstrate became known to that party other than pursuant to this Subscription or which is in the public domain. Nor shall the duty of confidentiality apply where a party is obligated to provide information pursuant to legal provisions, public authority regulations or court orders..

14.4 The contact person specified for the Customer in the Order is authorized to represent the Customer in all matters concerning the Subscription including agreeing on changes and amendments to the Subscription.

14.5 If any provision in the Subscription or part thereof should be found to be invalid, this shall not mean that the Subscription in its entirety is invalid, but that, if such a case does arise, to the extent that the invalidity significantly affects a Party’s benefit from or performance under the Subscription, a reasonable adjustment of the Subscription shall be carried out.

14.6 Business Radar has the right, for marketing purposes, to mention the Customer as a reference.

15. DISPUTES AND APPLICABLE LAW

15.1 Swedish law shall apply to the Subscription.

15.2 Disputes arising from the Subscription shall be finally settled through arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Institute’s Rules for Expedited Arbitration shall apply unless SCC, in consideration of the degree of complexity of the case, the value of the matter at issue and other circumstances decides that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply to the proceedings. In this last-named case, SCC shall also determine whether the arbitral tribunal shall consist of one arbitrator or three arbitrators.

15.3 Notwithstanding section 15.2, Business Radar shall have the right at all times to enforce the payment of overdue receivables through a Court of general jurisdiction.