Anna & Hubert Labs General Terms & Conditions
The Conditions apply to the use of the Service, which is developed and provided by the Supplier, for the Customer. If there are any inconsistencies between the Contract and the Conditions, the Contract will take precedence over the Conditions.
1.1 “Affiliate” means a company under the Customer’s legal, beneficial or equitable ownership, directly or indirectly, of fifty percent (50%) or more of the capital stock.
1.2 “Additional Services” means any service provided by the Supplier other than the Service.
1.3 “Agreement” has the meaning set out in the Contract.
1.4 “Conditions” means these general terms and conditions in their latest version.
1.5 “Confidential Information” means any information about the other Party’s business that may be considered a business or professional secret.
1.6 “Contact Persons” are the persons set out as such in the Contract.
1.7 “Contract” means the contract document between the Supplier and the Customer that refers to the Conditions.
1.8 “Customer” means the user of the Service as specified in the Contract.
1.9 “Customer Data” means information, data, text, messages and other material which is supplied or created by the Customer when using the Services.
1.10 “Party” and “Parties” has the meaning set out in the Contract.
1.11 “Service” means the cloud service provided by the Supplier under the Agreement and as further specified in the Agreement.
1.12 “Specifications” means the specification of the Service set out in the Contract, Appendix 1.
1.13 “Start Date” means the date, set forth in the Contract, on which the Service will be made available to the Customer.
1.14 “Supplier” means Anna & Hubert Labs AB, org.nr 556760-4730.
1.15 “Term” has the meaning set out in the Contract
2. The Service
2.1 The Service includes the services set out in the Specifications, which the Supplier will make available to the Customer under the Contract via the Supplier’s website and any web-based services, applications and other software or interfaces that the Supplier may provide.
2.2 Subject to the Customer’s payment of applicable fees, the Supplier grants to the Customer a non-exclusive, non-transferable and world-wide right to use the Service on the terms and conditions set out in this Agreement.
2.3 The Customer acknowledges that the Service is a SaaS cloud solution. Unless otherwise explicitly set forth by the Agreement or approved in writing by the Supplier, the Customer must not sell, assign, share or lend the Service. Nothing in the Agreement will be construed to entitle the Customer to use the Service or the Supplier’s software or know-how except for as explicitly set out in the Agreement.
2.4 Any work by the Supplier in connection with transferring Customer's Data to the Customer during the Term is included in the contract; however if the request is made after the term, it is an Additional Service.
3. The Supplier’s undertakings
3.1 The Supplier undertakes, from the Start Date and during the Term, to
3.1.1 provide the Service to the Customer in accordance with the Specifications and good industry practice,
3.1.2 provide to the Customer any updates of the Service, and
3.1.3 perform the Additional Services, if any.
3.2 The Supplier may engage sub-suppliers in performing its obligations under this Agreement, in which case the Supplier will be liable for the work of such sub-suppliers as if the work was carried out by the Supplier.
3.3 The Supplier will make available its user documentation or the use of the Service to the Customer. Any provision of additional documentation will be considered an Additional Service.
3.4 Some products or services offered through the Services are offered by third parties. The Supplier is not liable for any products and/or services provided or offered by third parties if they fall under the scope of this service agreement. The terms and conditions of the third party will apply for such products and services that are outside of the scope of this service agreement.
4. The Customer’s responsibilities and undertakings
4.1 Between the Parties, the Customer undertakes to
4.1.1 have access to and maintain the software and services for communication as instructed by the Supplier,
4.1.2 review documentation provided by the Supplier and respond to the Supplier’s inquiries, including to give approvals where necessary,
4.1.3 to the Supplier, provide correct and updated information, in the agreed format, which may affect the functioning of the Service or that the Supplier requests,
4.1.4 ensure that Customer Data are free of any malicious software and code, and that it will not damage or interfere with the Service,
4.1.5 use the Service only for legal purposes and in accordance with the guidelines and instructions issued by the Supplier from time to time,
4.1.6 assist the Supplier and otherwise take reasonable action to enable the Supplier to fulfil its obligations under the Agreement, and to
4.1.7 ensure that log-in details and other similar information are kept confidential and safe, and to immediately notify the Supplier of any suspected unauthorized access,
4.1.8 ensure that only the Customer’s designated users in the Specifications, have access to the Service.
4.2 Between the Parties, the Customer is responsible for
4.2.1 any software and equipment that the Customer owns or licenses from a third party, including fault and defects in such software and equipment,
4.2.2 any use of the Service on the Customer’s account, and for
4.2.3 making back-ups of Customer Data.
4.3 The Customer is further responsible for all Customer Data, including its accuracy, quality and legality.
4.4 The Supplier reserves the right, in its own discretion, to refuse to accept, publish, display, use or in another way make public Customer Data. In addition, the Supplier has the right, without prior notice, to remove all Customer Data which the Supplier considers in breach with the Conditions, applicable laws, regulations or guidelines.
4.5 The Customer is liable for and will indemnify and hold the Supplier harmless from and against any third party claims based on the outcome of the Service, any infringement by Customer's Data of any third party right or any other non-compliance with applicable laws.
4.6 The Customer acknowledges that any failure of the Customer to comply with its responsibilities and undertakings set forth herein may impact the Supplier’s ability to perform its obligations hereunder and the functioning of the Service.
5.1 The Supplier will provide the necessary instructions for the Customer to start using the Service from the Start Date in good time.
5.2 The Supplier may postpone the Start Date if the Customer fails to comply with the Supplier’s instructions.
6. Change management and maintenance
6.1 If the Customer, after entering the Agreement, requests any changes to the Service, the Supplier will, without undue delay after having received a change request in writing, inform the Customer if the Supplier accepts the change request and, if so, of any effects on the fees and costs, the Start Date, service levels or any other terms of the Agreement. The Supplier will also inform the Customer if the requested change will be a change to the Service or an Additional Service.
6.2 The Contact Persons are authorized to make and accept change requests on behalf of the Parties.
6.3 The Supplier may, without prior notification to the Customer, make minor changes to the Service or the method of providing it.
6.4 The Supplier can make other changes than those set out in sub-section 6.3 giving three months’ notice to the Customer. The Customer has the right to terminate the agreement due to such notice.
6.5 Updates are not considered a change under this section 6.
7. Fees and payment terms
7.1 The Customer will pay the fees specified in the Contract and any additional fees agreed upon after the entering of the Agreement. If the Parties did not agree on such additional fees, or if the Contract does not specify a fee, the Customer will pay a fee that corresponds to the Supplier’s current standard rate.
7.2 Fixed fees for the Service will be invoiced yearly in advance. Any Additional Services will be invoiced as such Additional Service is ordered. Other fees will be invoiced regularly in arrears.
7.3 The Supplier may adjust all fees with effect at the beginning of each extension of the Term, provided that the Supplier has given the Customer written notice of the increase no later than 3 months before the expiration of the current Term.
7.4 If the Parties have agreed on a special fee for using a third party application, the Supplier may, to the extent such a third party supplier changes its fee, change the special fee 30 days after notifying the Customer to this effect.
7.5 If the Supplier incurs extra work or additional costs due to circumstances for which the Customer is responsible, the Customer will remunerate the Supplier for such extra work and additional costs in accordance with the Supplier’s current standard rate, as set out in the Specifications. Any such work must be approved in writing by the Customer prior to the Supplier performing the work
7.6 The Customer will pay the fees no later than 30 days after the invoice was issued. In the event of late payment, the Supplier is entitled to withhold access to the services. penalty interest and reminder fees under Swedish Interest Act (Sw: räntelagen) and the Swedish Act on Compensation for Debt Recovery Costs (Sw: lagen om ersättning för inkassokostnader).
7.7 All fees are exclusive of VAT and other sales taxes or administrative fees.
8. Intellectual Property Rights
8.1 The Supplier (and/or the Supplier's licensors) hold all rights, including intellectual property rights, to the Service and any software included in the Service.
8.2 Subject to the limitations set out below, the Supplier will indemnify and hold harmless the Customer for any claims from third parties that the Customer’s use of the Service if it infringes such third party’s intellectual property rights.
8.3 The Supplier’s liability under this section 8 only apply if and to the extent:
8.3.1 the claim regards infringement in Canada or in another territory agreed in the Contract,
8.3.2 the Customer has used the Service in accordance with this Agreement,
8.3.3 the Customer promptly notifies the Supplier of the claim for infringement,
8.3.4 the Supplier is given the opportunity to defend, at its own cost, against the claim and to decide on any settlement,
8.3.5 the Customer acts in accordance with the Supplier’s reasonable instructions, and
8.3.6 that the Customer’s payment obligation is finally decided by a competent court or in a settlement agreement approved by the Supplier.
8.4 If an infringement of a third party’s intellectual property rights is confirmed, the Supplier may at its own discretion
8.4.1 procure that the Customer is granted the right to continue to use the Service,
8.4.2 change the Service to cease the infringement,
8.4.3 replace the Service with a similar service or part thereof, or
8.4.4 terminate the Service and refund the Customer for fees paid to the Supplier, less an amount that corresponds to the fair benefit the Customer has had of the Service.
8.5 If the infringement concerns the Customer’s use of a third party application, the Supplier will promptly report the defect or infringement, as applicable, to the third party and implement that third party’s solution, provided that such solution does not have a material negative effect of the Service. The Supplier is not liable towards the Customer for infringements of a third party's intellectual property rights other than as stated in this sub-section.
8.6 The Customer is solely responsible for its use of software that the Customer owns or is licensed by a third party. The Customer will defend, at its own expense, the Supplier against any claims or actions regarding infringement of a third party's rights due to use of such software of the Customer within the scope of the Service. The Customer also undertakes to indemnify the Supplier against any costs or damages that the Supplier may incur to pay as a result of a judgment or settlement, provided that the Customer is given the opportunity to defend, at its own cost, against the claim and to decide on any settlement.
9.1 Subject to any service level agreement between the Parties, the Supplier will, if possible, remedy any defects in the Service within reasonable time.
9.2 If a defect is not remedied in accordance with 9.1, the Supplier is, with the below exceptions, liable for the Customer’s damages if caused by negligence in the performance of the Service. The Supplier is not liable for third party applications.
9.3 Notwithstanding any other provision of this Agreement, the Supplier’s liability is limited to direct, objectively measurable, damages. Under no circumstances will a Party have any liability for any indirect or speculative damages (including the foregoing, consequential, incidental and special damages) including, but not limited to, loss of use, business interruptions and loss of profits, irrespective of whether the Party has been notified of the possibility of any such damage.
9.4 The total, aggregate liability of the Supplier under the Agreement is not limited to the amounts paid by the Customer to the Supplier for the services.will not exceed 100 percent of the fixed annual fee for the Service, or, with regard to an Additional Service, 100 percent of the fee for the Additional Service.
10. Term and termination
10.1 The Agreement enters into force when duly signed by both Parties and will remain valid during the Term.
10.2 The Term will be 12 months if no Term has been agreed upon in the Contract,
10.3 Unless the Agreement is terminated by either Party, giving three months written notice to the Party, the Term will be extended automatically for 36 months at a time with the corresponding three months’ notice period applying.
11. Premature termination
11.1 Either Party may terminate the Agreement prematurely if
11.1.1 the other Party commits a material breach of any provision of this Agreement and (in the case of a breach capable of remedy) fails to remedy that breach within 7 days of being notified of such breach by the other Party (the Parties acknowledge that a series of minor breaches may together constitute a material breach); or
11.1.2 the other Party enters into bankruptcy, initiates composition negotiations, is subject to business reorganizations or is otherwise insolvent.
11.2 The terminating Party may terminate the Agreement with immediate effect or with effect from a certain date within two months after the termination notice.
11.3 The Customer may terminate the Agreement prematurely with nothree months’ notice if a change under sub-section 6.4 has a material negative impact on the Service. Notice of termination must be given no later than one month after the change was implemented.
12. Consequences of termination
12.1 Without limiting any rights each Party may have under applicable law, any and all rights and obligations of the Parties under the Agreement will automatically terminate upon the termination date save for such rights and obligations as have accrued prior to such termination date. On termination of the Agreement, all materials of a Party in the control or possession of the other Party will, at the request of such Party, be returned to that Party. Any rights and obligations that have an effect beyond any expiration or termination date, including the provisions regarding Confidential Information, insurance, warranty, indemnifications, governing law, payment due and owed, will survive the termination.
12.2 The Supplier will, upon the Customer’s request and as an Additional Service and to a reasonable extent, assist the Customer with the transfer of Customer Data to the Customer or a third party designated by the Customer. If the transfer is requested after the agreement has been terminated, the Supplier is entitled to reasonable renumeration for work in connection with the transfer in accordance with the Supplier’s current standard rate in the Specifications. Upon the Supplier’s request, such renumeration will be payable in advance. The Supplier may keep a copy of the Customer Data solely for the internal use of improving the Service.
12.3 The Supplier may erase or anonymize Customer Data if the Customer does not request the Customer Data to be transferred to the Customer within 60 days after termination of the Agreement.
13.1 The Parties will not use Confidential Information except for the performance under this Agreement.
13.2 A receiving Party will not disclose Confidential Information to any person except:
13.2.1 to its representatives requiring the Confidential Information for the performance under this Agreement on a need to know basis only;
13.2.2 with the written consent of the disclosing Party, which consent may be given or withheld in its absolute discretion;
13.2.3 if and to the extent required to do so by law, stock exchange or judicial body;
13.2.4 if and to the extent required in connection with legal proceedings relating to the Agreement; or
13.2.5 to its financial or legal advisers in confidence for the purpose of obtaining advice.
13.3 A receiving Party disclosing Confidential Information under sub-section 13.2 will use all reasonable endeavours to ensure that a person receiving Confidential Information from it does not use or disclose the Confidential Information except as permitted in sub-section 13.2.
13.4 The receiving Party hereby undertakes to make all of its relevant employees, agents, advisers, suppliers, contractors and subcontractors aware of the confidential nature of the Confidential Information disclosed by the disclosing Party and ensures that the relevant employees, agents, advisers, suppliers, contractors and subcontractors observe the confidentiality undertakings on substantially the same terms and conditions as contained in this section 13.
13.5 This section 13 survives the termination or expiry of the Agreement.
14. Force Majeure
14.1 Either Party may suspend performance of its obligations under the Agreement to the extent that such performance if impeded or made unreasonably onerous by force majeure, meaning any of the following circumstances: industrial disputes and any other circumstance beyond the control of the Parties, such as fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of poser, currency and export restrictions, epidemics or pandemics, natural disasters extreme natural events, terrorist acts and defects or delays in deliveries by sub-contractors caused by any such circumstance referred to in this sub-section.
14.2 The Party claiming to be affected by force majeure will notify the other Party in writing without delay on the intervention and on the cessation of such circumstance. If a Party fails to give such notice, the other Party will be entitled to compensation for any additional costs which it incurs and which it could have avoided had it received such notice.
14.3 Regardless of what might otherwise follow from the Conditions, either Party will be entitled to terminate the Agreement by notice in writing to the other Party if performance of the Agreement is suspended under sub-section 14.1 for more than three months. No charges will be incurred during this period.
15. Governing law and dispute resolution
15.1 The Agreement will be governed by Swedish law, without application of its conflict of laws principles.
15.2 Any disputes arising out of or in connection with the Agreement will be settled by general courts with Stockholm District Court as court of first instance.
16.1 Entire Agreement.
This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all agreements and representations made by either Party, whether oral or written, in relation to its subject matter. No course of prior dealings between the Parties and no usage of trade is relevant to supplement or explain any term of the Agreement.
This Agreement may only be amended, modified or supplemented by an instrument in writing signed for and on behalf of each of the Parties. Such writing requirement may only be waived through an instrument in writing signed for and on behalf of each of the Parties.
If this Agreement requires a notice or document to be "written", "in writing" or "in written form", such notice or document will be duly signed by a person or persons duly authorized to legally bind the respective Party. For avoidance of doubt, electronic communication shall qualify as a written notice or document. The Parties, however, agree that any communication by electronic communication shall not amount to notice in writing for the purposes of Sec. 16.2 (Variation).
16.4 Exclusion of standard terms.
This Agreement applies to the exclusion of, and prevails over, any terms and conditions contained in the standard documentation of the Customer (including any pre-printed standard terms and conditions on the reverse of, or attached to, any invoice, delivery note or any other correspondence issued by the Customer in connection with the Agreement), or in any request for quotation issued by the Customer. The Supplier’s failure to object to such standard terms and conditions shall not be regarded as a waiver of this requirement.
The Agreement may not be assigned without the approval of the other Party. The Supplier may however assign the right to accept payment under the Agreement without the Customer’s consent.