In these terms and conditions agreement, the following terms have the stated meaning:
Agreement - Freemium
Key Details of the scope of the Agreement.
Agreement - Premium
Key Details of the scope of the Agreement.
A day other than a Saturday, Sunday or public holiday in Sweden.
The part set out in the Key details.
The terms of the Agreement and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Agreement. The Supplier’s Confidential Information includes Intellectual Property owned by the Supplier (or its licensors), including the OneMore Secure Software. The Client’s Confidential Information includes the Data.
All data, content, and information (including Personal Information) owned, held, used or created by or on behalf of the Client that is stored using, or inputted into, the Services.
The end date set out in the Key Details.
The fees set out in the Key Details, as updated from time to time in accordance with clause 5.
An event that is beyond the reasonable control of a party, excluding:
an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
a lack of funds for any reason.
Intellectual Property Rights
Includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity, but excludes data and documents output generated by the Client’s use of the SaaS Services . Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
The Agreement specific details set out in order forms of the Agreement.
Includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
The payment terms set out in the Key Details (if any).
Those personnel, including officers, employees and subcontractors, of the Client who are authorised to access and use the Services on the Client’s behalf in accordance with clause 3.3.
Includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
Means Personal Data (a) received from or on behalf of the Client, or otherwise obtained in connection with the performance of OneMore Secure’ obligations under this Agreement; and/ or (b) obtained from End Users by the Client and inputted into the Software for the purpose of using the Services or facilitating Client’s use of the Services.
Includes officers, employees, contractors and agents, but a reference to the Client’s personnel does not include the Supplier.
OneMore Secure Software
The software owned by the Supplier (and its licensors) that is used to provide the SaaS Service.
Any related service described in the Key Details and any further services that the Supplier agrees to provide to the Client under the Agreement.
The services (including provision of the Software and Support Services) provided by OneMore Secure to Client under this Agreement. The SaaS Service is for B2B and is not for personal use. The SaaS Service is described in more detail on the Website, as the Website is updated from time to time.
The SaaS Service and any Related Service.
The date on which the Client has accepted the subscription by accepting these Terms and Conditions.
The OneMore Secure Software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.
The internet site at the domains of www.onemoresecure.se, .com, .eu, .nu, and all related subdomains, or such other site notified to the Client by the Supplier.
A 12 month period starting on the Start Date or the anniversary of that date.
By Key Details the following two types of Agreement could occur;
Freemium Agreement - there is no fee for the Freemium Agreement. Clause 5 is not valid.
Premium Agreement - to access the full SaaS Services there is a fee stated in Key Details.
The Supplier must use reasonable efforts to provide the Services:
in accordance with the Agreement and Swedish law;
exercising reasonable care, skill and diligence; and
using suitably skilled, experienced and qualified personnel.
The Supplier’s provision of the Services to the Client is non-exclusive. Nothing in the Agreement prevents the Supplier from providing the Services to any other person.
The Supplier will use all reasonable efforts to ensure the SaaS Service is available on a 24/7 basis with a guaranteed 99.5% uptime, as defined below. However, it is possible that on rare occasions the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. The Supplier will use reasonable efforts to publish on the Website and/or notify the Client by email in advance about details of any unavailability. The supplier will make all reasonable efforts to ensure that such maintenance or updates that may disrupt client’s access to software is not done during normal business hours so as to minimize any inconvenience. Reasonable downtime of SaaS Service notified by Supplier to Client in advance in accordance with this clause should not count towards the said 99.5% uptime requirement.
Through the use of web services and APIs, the SaaS Service interoperates with a range of third party service features. The Supplier does not make any warranty or representation on the availability of those features.Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, the Supplier may cease to make available that temporarily until a suitable alternative third party service provider is not acquired. To avoid doubt, if the Supplier exercises its right to cease the availability of a third party feature, the Client is not entitled to any refund, discount or other compensation.
The Supplier does not make any warranty or representation on the availability when the Client has made unauthorized changes to the configuration or set up of affected equipment, software or services. The Client has prevented the Supplier from performing required maintenance and update tasks. The cause is reasonably beyond the Supplier control. For instance: floods, war, civil unrest etc. The Client is in breach of this contract with Vendor for any reason (e.g. late payment of fees, improper use, violation of terms, etc.).
2.4 Additional Related Service requests and Support:
Email support: email@example.com is monitored Business Day 09:00- 16:00 CET time.
Emails received outside of office hours will be collected, however, no action can be guaranteed until the next business day.
The Supplier will respond to service-related incidents and/or requests submitted by the Client continuously and the response time depends on the complexity of the case.
2.5 Additional Related Services:
The Supplier may, from time to time, make available additional services to supplement the SaaS Service.
At the request of the Client and subject to the Client paying any additional applicable Fees, the Supplier may agree to provide to the Client an additional Related Service (such as customization of the Service.)
3.1 General use:
The Client and its personnel must:
not use the Services for personal use.
use the Services in accordance with the Agreement solely for B2B.
not resell or make available the Services to any third party, save for companies affiliated or related to the Client and their employees, officers and subcontractors, or otherwise commercially exploit the Services.
3.2 Access conditions:
When accessing the SaaS Service, the Client and its personnel must:
not impersonate another person or misrepresent authorisation to act on behalf of others or the Supplier;
correctly identify the sender of all electronic transmissions;
not attempt to undermine the security or integrity of the Underlying Systems;
not use, or misuse, the SaaS Service in any way which may be illegal or impair the functionality of the Underlying Systems or impair the ability of any other user to use the SaaS Service;
not attempt to view, access or copy any material or data other than that which the Client is authorised to access; and to the extent necessary for the Client and its personnel to use the SaaS Service in accordance with the Agreement;
neither use the SaaS Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and
Must be over 18 years old or the legal age of the country of origin.
Without limiting clause 3.2, no individual other than a Permitted User may access or use the SaaS Service.
The Client may authorise any member of its personnel to be a Permitted User, in which case the personnel with the administrator access of the Client will update their OneMore Secure software’s user settings with the Permitted User’s name and details.
The Client must procure each Permitted User’s compliance with clauses 3.1 and 3.2 and any other reasonable condition notified by the Supplier to the Client.
A breach of any term of the Agreement by the Client’s personnel [(including, to avoid doubt, a Permitted User)] is deemed to be a breach of the Agreement by the Client.
The Client is responsible for procuring and managing all licences, authorisations and consents required for it and its personnel to use the Services, including to use, store and input Data into, and process and distribute Data through the Services.
4.1 Supplier access to Data:
The Client acknowledges that:
the Supplier may require access to the Data to exercise its rights and perform its obligations under the Agreement; and to the extent that this is necessary but subject to clause 7, the Supplier may authorise a member or members of its personnel to access the Data for this purpose.
The Client must arrange all consents and approvals that are necessary for the Supplier to access the Data as described in clause 4.1.
4.2 Analytical Data:
The Client acknowledges and agrees that
the Supplier may use Data and information about the Client’s and the Client’s end users’use of the Services to generate anonymised and aggregated statistical and analytical data (Analytical Data); and use Analytical Data for the Supplier’s internal research and product development purposes and to conduct statistical analysis and identify trends and insights;
the Supplier’s rights under clause 4.2a above will survive termination or expiry of the Agreement; and
title to, and all Intellectual Property Rights in, Analytical Data is and remains the Supplier’s property.
4.3 Processing of Personal data:
The supplier handle personal data limited to "Business card information" such as name and business e-mail address. The supplier protects those personal data according to GDPR requirements.
4.4 Backups of Data:
While the Supplier will take standard industry measures to back up all Data stored using the Services, the Client agrees to keep a separate back-up copy of all data uploaded or synced with the SaaS Service.
The Client indemnifies the Supplier against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by the Supplier’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.
The Client must pay to the Supplier the Fees if it is an Premium agreement. If it is a Freemium agreement, this Clause 5 is not valid. The Fee and agreement type is stated in the Key Details.
Freemium Agreement - there is no fee for the Freemium Agreement. Clause 5 is not valid.
Premium Agreement - to access the full SaaS Services there is a fee stated in Key Details.
5.2 Invoicing and payment:
The Supplier will invoice the Client at the start of each annual period. Payment for the same will be due at the start date of each annual period.
The Supplier shall deliver in writing an invoice setting forth the total service fees due and payable by the Client for the Services provided by OneMore Secure for the coming year.
The Fees exclude VAT
The Client must pay the Fees by the due date of each invoice.
5.3 Overdue amounts:
The Supplier may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by the Supplier’s primary trading bank as at the due date (or, if the Supplier’s primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.
5.4 Increases to SaaS fees:
The Supplier may increase the SaaS fees once each year with the Swedish index (Producer price index for services - TPI) for 2 quarters away as clearing-off time, compared to the index of the quarter of the Start date. Fees updated under this clause are deemed to be the Fees under this Agreement.
If the Client does not wish to pay the increased Fees, it may terminate the Agreement on no less than 30 days’ notice, provided the notice is received by the Supplier before the effective date of the Fee increase. If the Client does not terminate the Agreement in accordance with this clause, it is deemed to have accepted the increased Fees.
Subject to clause 6.1b, title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains the property of the Supplier (and its licensors). The Client must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains the property of the Client. The Client grants the Supplier a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with the Agreement.
To the extent not owned by the Supplier, the Client grants the Supplier a royalty-free, transferable, irrevocable and perpetual licence to use for the Supplier’s own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by the Supplier in the provision of the Services.
If the Client provides the Supplier with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):
all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by the Supplier; and
the Supplier may use or disclose the feedback for any purpose.
6.4 Third party sites and material:
The Client acknowledges that the SaaS Service may link to third party websites or feeds that are connected or relevant to the SaaS Service. Any link from the SaaS Service does not imply any Supplier endorsement, approval or recommendation of, or responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, the Supplier excludes all responsibility or liability for those websites or feeds.
6.5 Third party Intellectual Property Rights indemnity:
The Supplier indemnifies the Client against any claim or proceeding brought against the Client to the extent that claim or proceeding alleges that the Client’s use of the SaaS Service in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to the Client promptly notifying the Supplier in writing of the IP Claim. Making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Supplier’s prior written consent and giving the Supplier complete authority and information required for the Supplier to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for the Supplier’s account.
The indemnity in clause 6.5a does not apply to the extent that an IP Claim arises from or in connection with the Client’s breach of the Agreement, use of the SaaS Service in a manner or for a purpose not reasonably contemplated by the Agreement or otherwise not authorised in writing by the Supplier or any illegal use of third party data or any Data.
If at any time an IP Claim is made, or in the Supplier’s reasonable opinion is likely to be made, then in defence or settlement of the IP Claim, the Supplier may (at the Supplier’s option) obtain for the Client the right to continue using the items which are the subject of the IP Claim or modify, re-perform or replace the items which are the subject of the IP Claim so they become non-infringing.
Each party must, unless it has the prior written consent of the other party:
keep confidential at all times the Confidential Information of the other party;
effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of clauses 7.1.1 and 7.1.2.
7.2 Permitted disclosure:
The obligation of confidentiality in clause 7.1 does not apply to any disclosure or use of Confidential Information:
for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
required by law (including under the rules of any stock exchange);
which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
which was rightfully received by a party to the Agreement from a third party without restriction and without breach of any obligation of confidentiality; or
by the Supplier if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that the Supplier enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 7.
8.1 Mutual warranties:
Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.
8.2 No implied warranties:
To the maximum extent permitted by law:
the Supplier’s warranties are limited to those set out in the Agreement, which shall not be limited in any way other than under Clause 9, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to SEK 50,000; and
the Supplier makes no representation concerning the quality of the Services and does not promise that the Services will meet all of the Client’s requirements or be suitable for a particular purpose or be indefinitely secure, free of viruses or other harmful code, uninterrupted or always error free.
8.3 Limitation of remedies:
Where legislation or rule of law implies into the Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in the Agreement. However, the liability of the Supplier for any breach of that condition or warranty is limited, at the Supplier’s option, to:
supplying the Services again; and/or
paying the costs of having the Services supplied again.
9.1 Maximum liability:
The maximum aggregate liability of the Supplier under or in connection with the Agreement or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by the Client under the Agreement in the previous Year (which in the first Year is deemed to be the total Fees paid by the Client from the Start Date to the date of the first event giving rise to liability)]. The cap in this clause 9.1 includes the cap set out in clause 8.2.1.
9.2 Unrecoverable loss:
Neither party is liable to the other under or in connection with the Agreement or the Services for any:
loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
consequential, indirect, incidental or special damage or loss of any kind.
9.3 No liability for other’s failure:
Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.
Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement. If the Supplier has been negligent in the performance of the Service which constitutes an error, the Supplier shall, where practicable, remedy the error as expeditiously as the circumstances require. The Supplier's obligation to remedy errors does not apply if the remedy would entail inconvenience and costs for the Supplier that are unreasonable with regard to the significance of the error for the Customer.
Unless terminated under this clause 10, the Agreement:
starts on the Start Date and ends on the End Date; but
where no End Date is set out in the Key Details, continues for successive terms of 12 months from the Start Date unless a party gives 90 days notice that the Agreement will terminate on the expiry of the then-current term.
10.2 Termination rights:
Either party may, by notice to the other party, immediately terminate the Agreement if the other party -breaches any material provision of the Agreement and the breach is not remedied within 20 days of the receipt of a notice from the first party requiring it to remedy the breach or capable of being remedied. - Becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or - is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.
If the remedies in clause 6.5.3 are exhausted without remedying or settling the IP Claim, the Supplier may, by notice to the Client, immediately terminate the Agreement.
10.3 Consequences of termination or expiry:
Termination or expiry of the Agreement does not affect either party’s rights and obligations that accrued before that termination or expiry.
On termination or expiry of the Agreement, the Client must pay all Fees for Services provided prior to that termination or expiry.
Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of the Agreement and subject to clause 10.4d, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
At any time prior to one month after the date of termination or expiry, the Client may request a copy of any Data stored using the SaaS Service, provided that the Client pays the Supplier’s reasonable costs of providing that copy. On receipt of that request, the Supplier must provide a copy of the Data in a common electronic form. The Supplier does not warrant that the format of the Data will be compatible with any software; and/or anonymization of the Data stored using the SaaS Service, in which case the Supplier must use reasonable efforts to promptly anonymize that Data.
10.4 Obligations continuing:
Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, including clauses 4.2, 6, 7, 9, 10.4, 10.5 and 11, continue in force.
10.5 Rights to restrict:
Without limiting any other right or remedy available to the Supplier, the Supplier may restrict or suspend the Client’s access to the SaaS Service and/or delete, edit or remove the relevant Data if the Supplier considers that the Client (including any of its personnel) has:
undermined, or attempted to undermine, the security or integrity of the Supplier and the SaaS Service or any Underlying Systems;
used, or attempted to use, the SaaS Service for improper purposes or in a manner, other than for normal operational purposes, that materially reduces the operational performance of the SaaS Service;
transmitted, inputted or stored any Data that breaches or may breach the Agreement or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
otherwise materially breached the Agreement.
11.1 Good faith negotiations:
Before taking any court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.
11.2 Obligations continue:
Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.
11.2 Right to seek relief:
This clause 11 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.
12.1 Force Majeure:
Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:
immediately notifies the other party and provides full information about the Force Majeure;
uses best efforts to overcome the Force Majeure; and
continues to perform its obligations to the extent practicable.
12.2 Rights of third parties:
No person other than the Supplier and the Client has any right to a benefit under, or to enforce, the Agreement.
To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.
12.4 Independent contractor:
Subject to clause 4.3, the Supplier is an independent contractor of the Client, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement.
A notice given by a party under the Agreement must be delivered to the other party via email using the email address set out in the Key Details or set out by the Supplier in this Terms & Conditions.
If any provision of the Agreement is, or becomes, illegal, unenforceable or invalid, the relevant provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.
If modification under clause 12.6a is not possible, the provision must be treated for all purposes as severed from the Agreement without affecting the legality, enforceability or validity of the remaining provisions of the Agreement.
Subject to clause 5.4, any variation to the Agreement must be in writing and signed by both parties.
12.8 Entire agreement:
The Agreement sets out everything agreed by the parties relating to the Services, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the Start Date.
12.9 Subcontracting and assignment:
The Client may not assign, novate, subcontract or transfer any right or obligation under the Agreement without the prior written consent of the Supplier, that consent not to be unreasonably withheld. The Client remains liable for its obligations under the Agreement despite any approved assignment, subcontracting or transfer. Any assignment, novation, subcontracting or transfer must be in writing.
The suppliermay hire subcontractors for the execution of the Service, and is responsible for such subcontractor's work as if it were its own.
The Agreement is governed by, and must be interpreted in accordance with, the laws of Sweden. Each party submits to the non-exclusive jurisdiction of the Courts of Sweden in Stockholm, in relation to any dispute connected with the Agreement.
By accepting those Terms & Conditions, The Agreement is to be seen as signed by the counterparts.
The Supplier may, at its discretion, make public disclosure about the existence of this commercial relationship with the Client to other prospective clients or investors. Such disclosure may be in the form of placing Client’s logo in its marketing material or website.