1.1 These general terms and conditions (“Terms and Conditions”) describes the legal terms and conditions that apply to all GleSYS' products and services.
1.2 At the end of these General Conditions, you can find the definitions of capitalized terms.
1.3 The following documents constitute the Agreement between the parties and shall have priority in the following order: (i) the Main Agreement, (ii) these Terms and Conditions, (iii) the Service Description, (iv) the SLA and (v) any annexes. Exception applies if the parties have entered into a data processing agreement, which then always shall take precedence in matters relating to the processing of personal data.
1.4 The Agreement can be concluded by the parties agreeing in writing or by the Customer registering an account in the Control Panel (without signing any additional contractual documents). The individual representing the Customer warrant that he or she is authorised to enter into the Agreement with GleSYS.
2.1 GleSYS provides a number of different products and services within IT infrastructure. The content of each Service is stated in the Service Description. The Customer decides which Service or Services the Customer wishes to order. The Services ordered by the Customer and agreed upon by the parties at any given time are shown in the Customer's account in the Control Panel, unless otherwise applies for a specific Service.
2.2 When the Customer orders a Service, the Customer is granted a right to use such Service in accordance with the Agreement for the duration of the Agreement or until the relevant Service is terminated. The right is non-transferable and applies to the Customer's own business, unless otherwise specified in the Main Agreement. The right applies provided that the Customer fulfils its payment obligations and other obligations in the Agreement.
2.3 The Service Description states specific provisions for a particular Service.
3.1 By entering into the Agreement and registering an account for the Control Panel, the Customer is granted access to the Control Panel in accordance with these Terms and Conditions. The Customer may then choose to order and entering into agreement for specific Services in the Control Panel and/or by written agreement with GleSYS.
3.2 Unless otherwise explicitly agreed between the parties, the Customer shall be responsible for the control and authorisation management of all users of the Customer's account in the Control Panel and the Services. The Customer is responsible for ensuring that only persons authorised to enter into agreements and take actions on behalf of the Customer are authorised to make cancellations and changes in the Control Panel. All actions taken by the Customer's users in the Control Panel are binding on the Customer.
4.1 GleSYS shall deliver the Services and Consultancy Services in accordance with the terms of the Agreement and in a professional and technically competent manner. Furthermore, GleSYS shall ensure that each Service fulfils applicable laws and regulations, as well as principles for what constitutes good practice in the industry in which GleSYS operates.
4.2 If a Service does not fulfil what the parties have agreed on in accordance with the Agreement, GleSYS shall within a reasonable time, where practicable, remedy the Defects that the Customer has issued a complaint about within the time period specified in clause 16.6. GleSYS' obligation to remedy Defects does not apply if the rectification would cause inconvenience and costs to GleSYS that are unreasonably in relation to the significance of the Defect for the Customer. In such a case, GleSYS shall instead assist the Customer with an alternative way to mitigate the consequences of the Defect for the Customer.
4.3 GleSYS shall handle the Customer Data with strict confidentiality and ensure that no employee of GleSYS, subcontractor or consultant to GleSYS accesses the Customer Data unless it is strictly necessary for GleSYS to perform its services, such as support and maintenance ("need to know basis"). GleSYS shall further ensure that the Customer Data is only made technically accessible to such personnel at GleSYS, and then only to the personnel who need such access to fulfil GleSYS' obligations under the Agreement. GleSYS shall ensure that GleSYS personnel do not actually access the Customer Data as such or forward the Customer Data or other related information contained in the Services.
4.4 GleSYS is not responsible for a Service being incorrect or unsuitable in any respect in relation to the Customer's business or the suitability of a Service in general.
5.1 The Customer shall comply with and use the Services in accordance with the Agreement, Documentation and any applicable laws and regulations. The Customer is responsible for the use of the Services by the Customer, including its employees and consultants.
5.2 The Customer shall provide GleSYS with access to the information relating to the Customer's business required for GleSYS to fulfil its obligations under the Agreement.
5.3 The Customer shall be liable for faults or deficiencies in the Customer Equipment and the Customer Software, unless GleSYS is expressly liable under the Agreement for faults in specific equipment or software. The above also applies to the security, quality and legality of the Customer Data.
5.4 In the event that the Customer has purchased a Service whereby the Customer Equipment is located at GleSYS' premises, the Customer shall ensure and be responsible for that the Customer Equipment fulfils the requirements notified to the Customer by GleSYS at any given time, such as, but not limited to, customary insurance and that the Customer Equipment itself complies with CE marking.
5.5 The Customer shall not use, copy, modify or give access to the Services, software included in the Services, or Documentation, to a greater extent or in any other way than is within the Services’ intended area of use or as has been agreed upon in the Agreement. Furthermore, the Customer shall not in any way upload illegal information in or to the Services.
5.6 The Customer shall ensure that the Services is not used by unauthorised persons. Furthermore, the Services may not be used in any way that (i) is illegal or for which the Services are not intended, including the transmission or uploading of viruses or other harmful files or codes, hacking or overloading, spamming or irresponsible dissemination of personal data; (ii) may impair the functionality of the Services, or in any way that is harmful or disruptive to GleSYS' other customers and their use of the Services or equipment, such as hacking or overloading; (iii) may be perceived as offensive or objectionable in any way; or (iv) may otherwise reasonably be expected to adversely affect GleSYS or the Services or reflect negatively on the goodwill, name or reputation of GleSYS or the Services.
5.7 The Customer shall ensure that no one other than the Customer can use the Customer's Login Credentials. The Customer may not disclose its Login Credentials to any unauthorised persons and shall ensure that documents containing information regarding the Login Credentials are stored in such a way that unauthorised persons cannot gain access to the information. The Customer shall immediately change the Login Credentials and report to GleSYS if it is suspected that an unauthorised person knows the Customer's Login Credentials, in the event of suspected unauthorised use or attempted unauthorised use of the Customer's Login Credentials or the Services, or in the event of suspected other breaches of security.
5.8 GleSYS is not liable for losses caused by the unauthorised use of the Service, the Control Panel or the Customer's Login Credentials, unless GleSYS is guilty of negligence.
5.9 If the Customer fails to comply with the terms of the Agreement and does not take corrective action within ten (10) days of GleSYS notifying the Customer of the non-compliance, GleSYS is entitled to suspend and/or cease to provide the Services or Consultancy Services until corrective action has been taken by the Customer. In the event that GleSYS considers the Customer's breach of the terms of the Agreement to be severe GleSYS is entitled to immediately suspend and/or cease providing the Service to the Customer.
5.10 The Customer shall indemnify GleSYS against all damages, costs and claims arising from the Customer's use of the Service in breach of the Agreement, or otherwise attributable to the Customer Data.
6.1 GleSYS shall provide Service in accordance with applicable service levels and support of the Services as specified in the SLA and for the level selected by the Customer for a specific Service.
6.2 In the event of Defects or deficiencies in the Service, the Customer is responsible for notifying GleSYS immediately in the manner specified in the SLA. Defects in the Service will be corrected as specified in the SLA.
6.3 GleSYS' responsibility for providing the Services, as set out in this section 6 constitutes GleSYS' total commitment and responsibility in relation to the Customer.
7.1 If the parties have agreed that GleSYS shall perform Consultancy Services, GleSYS shall perform such services as agreed and with suitable and qualified staff for the purpose.
7.2 Unless otherwise agreed, Consultancy Services are performed on a current account basis at the prices set out in the GleSYS price list as applicable from time to time.
7.3 When the Customer orders Consultancy Services, GleSYS provides such Consultancy Services within the competence and scope agreed by the parties, e.g. certain number of hours. Unless otherwise agreed, GleSYS has no responsibility for results or responsibility for a certain time schedule when providing Consultancy Services. The Customer is responsible for ensuring that the consultant has access to all necessary information and internal resources at the Customer for the fulfilment of the assignment.
7.4 If there is a Defect in relation to the agreed Consultancy Service, GleSYS is obliged, after the Customer's written notification of the Defect to GleSYS, to remedy the Defect. Rectification shall take place by GleSYS completing the Consultancy Service and correcting any Defect in a way that GleSYS finds appropriate. If rectification is not made within a reasonable time after the Customer's written notification of the Defect to GleSYS, the Customer is entitled to a reduction of the agreed price for the Consultancy Service by an amount that can reasonably be considered to correspond to the Defect. For the Customer to be entitled to rectification or reduction of the price as described above, the Customer must notify GleSYS in writing of the Defect within a reasonable time after the Customer has discovered or should have discovered the Defect. In any case, a claim for rectification or reduction of the price as described above must always be made in writing by the Customer to GleSYS within three (3) months of the completion of the Consultancy Service. Otherwise, the claim shall be considered forfeited. What is stated in this clause 7.4 shall constitute the Customer's only possible remedy for Defects in the performance of the Consultancy Service. In the case of Consultancy Services, GleSYS is entitled to compensation for time spent on rectifying Defects, unless the Defect are due to GleSYS' negligence.
7.5 If GleSYS, due to circumstances attributable to the Customer or any circumstance on the Customer's side, is unable to utilise resources allocated for the Consulting Services, GleSYS is entitled, after notifying the Customer's contact person, to charge compensation for such allocated time that cannot be utilised. This applies to the extent that GleSYS cannot assign such resources to other work.
8.1 Third Party Products supplied by GleSYS under the Agreement are subject to the terms and conditions of such Third Party Product.
8.2 GleSYS' liability for defects, errors and infringement of intellectual property rights regarding Third Party Products is limited to an obligation to promptly report the defect and/or infringement to the relevant supplier of the Third Party Product. GleSYS is not responsible for damages caused by Third Party Products.
8.3 The Customer is independently responsible for using Third Party Products in accordance with, and otherwise complying with, the terms and conditions applicable between the Customer and the supplier of the Third Party Product, such as participating in audits. At the request of GleSYS, the Customer shall, if necessary, depending on which Third Party Products the Customer has purchased via GleSYS, provide a report on licence use, either manually or by giving GleSYS the opportunity to install software to control the licence use. Furthermore, the Customer is responsible for being correctly licensed at all times and having control over which Third Party Products are used, for example buying the right number of licences or rights to use the Third Party Products that correspond to the Customer's needs and use. The Customer shall indemnify GleSYS for all costs and claims arising from the Customer's use of Third Party Products.
9.1 The Customer may add additional Services or scale up the respective Service at the price stated in GleSYS' at any time applicable price list or according to a separate quotation.
9.2 As a general rule, the Customer may terminate or scale down the respective Service at any time. However, for certain Services or in certain individual cases, a specific commitment period applies, which in such cases is stated in the Main Agreement or in the Service Description. The Customer may terminate or scale down a Service with a commitment period only at the end of such Service's commitment period.
9.3 When adding a Service and/or increasing the scope of a specific Service, the fee for the Service is calculated from the date such addition or increase in scope is provided to the Customer. If a Service is removed and/or the scope of a specific Service is reduced, the fee is adjusted when the change is made, unless specifically stated for a specific Service.
9.4 Additions, changes to the scope or termination of the Services can be made by the Customer in the Control Panel, unless specifically stated or agreed for a specific Service.
9.5 GleSYS is entitled to change the Services, including the Service Description for each Service. However, changes that adversely affect the Customer may not be made during the ongoing commitment period, except as stated in clause 18.6.
10.1 Unless otherwise agreed by the parties (e.g. in the Main Agreement), the Agreement shall enter into force on the date specified in clause 1.4.
10.2 Certain Services may have a different commencement date as agreed by the parties
10.3 Unless otherwise stated in the Main Agreement, the Agreement is valid until further notice and may be terminated without cause with a three (3) months' notice period.
10.4 Termination of the Agreement can be done in the Control Panel or by written notice to the other party. The Customer is responsible for ensuring that only persons authorised to terminate the Agreement on behalf of the Customer perform such action.
10.5 If, at the time of the termination of the Agreement, there are Services whose commitment period has not expired, the Agreement applies to such Services until the time when the specific commitment period of each Service has expired. This clause does not apply in the event of termination specified in clauses 10.6 and 10.7.
10.6 Each party has the right to terminate the Agreement with immediate effect if:
10.7 GleSYS is entitled to terminate the Agreement with thirty (30) days' notice if:
10.8 Upon termination of the Agreement or when the Customer has terminated a Service with reference to 9.2, the Customer shall immediately cease using the Service or Services and, within thirty (30) days, collect the Customer Equipment if it is at GleSYS' premises. If the Customer does not fulfil its obligations within the time specified in this clause 10.8 GleSYS is entitled to reasonable compensation.
10.9 Upon termination of the Agreement, both parties shall return or delete any information that is subject to confidentiality under section 15, including Documentation. However, GleSYS is not required to delete such data contained in back-up copies until such data has been overwritten according to the back-up schedule determined by the Customer. Furthermore, the Customer's account in the Control Panel will be suspended.
11.1 The Customer shall pay the prices for the Services and Consultancy Services as set out in GleSYS' price list as applicable at any given time. If the parties have agreed on prices in the Main Agreement, such prices shall apply instead. All prices are stated excluding VAT.
11.2 GleSYS is authorised to adjust the prices for Services without a commitment period, by notifying the Customer at least three (3) months before such adjustment comes into force. For Services with a commitment period, GleSYS is only authorised to adjust the prices after the commitment period has ended.
11.3 Notwithstanding the above in clause 11.2 GleSYS has the right to, for all Services:
11.4 If GleSYS incurs additional work or costs due to circumstances for which the Customer is responsible, the Customer shall compensate GleSYS for such additional work and costs according to GleSYS' price list applicable at the time.
11.5 Fees for each Service are invoiced according to what is stated for the specific Service in the Service Description, unless the parties have specifically agreed otherwise. The invoice is sent to the Customer's specified e-mail address and is available to the Customer in the Control Panel. If the Customer wishes to receive a paper invoice by regular mail, GleSYS is entitled to charge a separate invoice fee.
11.6 If the Customer pays by payment card, the payment card registered by the Customer in the Control Panel will be charged.
11.7 Payment of invoices for the Services shall be made within five (5) days from the issuance of the invoice, unless otherwise agreed in writing. Payment of an invoice for Consultancy Services shall be made within thirty (30) days from the issuance of the invoice. If the Customer wishes to object to an invoice, the Customer must submit such objection no later than eight (8) days from the date of the invoice, otherwise the Customer loses the right to object to the invoice.
11.8 If payment is late or incomplete, GleSYS is entitled to default interest in accordance with applicable law as well as a reminder fee and/or collection fees in accordance with applicable laws.
11.9 If payment is not received by GleSYS within ten (10) days from the date on which a written payment reminder was sent, GleSYS may, in addition to the other remedies available under the Agreement, (i) immediately suspend the Service and/or (ii) terminate the Agreement in accordance with clause 10.7.
The security and reliability of the Services is of utmost importance to GleSYS. GleSYS shall comply with the security requirements specified in each Service description and in GleSYS' at any time applicable Information Security Policy which is provided via GleSYS' website, as well as any other requirements arising from the Agreement.
13.1 When providing certain Services, GleSYS processes personal data on behalf of its customers. If the parties have agreed on such a Service, the Customer is, within the scope of such processing, the controller and GleSYS the processor. When the parties agree on such a Service, the parties enter into a data processor agreement for this purpose.
13.2 GleSYS is entitled to use such personal data linked to the Customer's account in the Control Panel for market- and customer analyses and statistics.
14.1 GleSYS or its licensors hold all rights, including intellectual property rights, to the Services and the Documentation. Nothing in this Agreement shall be interpreted as a transfer of such rights, or any part thereof, to the Customer.
14.2 GleSYS is entitled to freely use the know-how, professional knowledge, experience and skills acquired by GleSYS through or in connection with the provision of the Services and Consultancy Services to the Customer.
14.3 The Customer has all rights, including intellectual property rights to the Customer Data and the Customer Software.
14.4 GleSYS shall indemnify the Customer for any damage suffered by the Customer in the event of a claim by a third party (third party) due to the infringement of such third party's intellectual property rights based on the Customer's use of the Service, except as provided in section 8.
14.5 GleSYS' obligation to compensate the Customer for damage under this section 14 applies only on condition that the Customer:
14.6 If it is finally determined or comes to GleSYS' knowledge that there is an infringement of a third party's intellectual property rights, GleSYS may choose to either:
14.7 GleSYS' obligations under this section 14 are conditional upon the Customer' use of the Service exclusively in accordance with the terms of the Agreement.
14.8 This section 14 constitutes GleSYS' total liability to the Customer for infringement of third parties' intellectual property rights.
15.1 Each Party undertakes to not publish or otherwise disclose to third parties, without the other Party's prior written consent, any information relating to the other Party's activities which is or may reasonably be presumed to be confidential, except:
15.2 Information that a party has indicated to be confidential shall always be considered as confidential information.
15.3 Each party is responsible for compliance with this confidentiality clause by its respective subcontractors, consultants and employees. The confidentiality obligation under this clause applies during the term of the Agreement and also for a period of three (3) years after the termination of the Agreement. The confidentiality undertaking for Customer Data shall apply for an indefinite period of time.
16.1 GleSYS is liable with the limitations set out below for damage that occurs due to GleSYS' negligence in providing the Services or Consultancy Services.
16.2 GleSYS shall not be liable for any damage caused by (i) Third Party Products or (ii) modifications or changes to the Services made in accordance with the Customer's instructions or performed by anyone other than GleSYS (including but not limited to the Customer and the Customer's suppliers) and any linkages or integrations between the Services and Third Party Products or other external software or services.
16.3 Party's liability for damages is limited to 100% of the amount paid by the Customer to GleSYS for the concerned Service under the Agreement during the twelve (12) months prior to the time of the damage. If the Service concerned has been provided during a period of less than twelve (12) months, the above-mentioned amount shall correspond to the average monthly fee paid by the Customer for the relevant Service under the Agreement multiplied by twelve (12).
16.4 Under no circumstances is a party liable for the other party's indirect or consequential damages of any kind, such as but not limited to loss of profit, loss of revenue, savings and goodwill. However, in the event that the parties have agreed on a Service that includes back-up of data, GleSYS is responsible for such Service that includes the obligation to restore any lost data in accordance with the details described in such Service Description.
16.5 Party's limitation of liability under this Agreement under the clauses above in this section 16 shall not apply to liability for personal injury, section 14 (Intellectual Property Rights), section 15 (Confidentiality) or in case of gross negligence or wilful misconduct.
16.6 GleSYS is not liable for damages unless the Customer notifies GleSYS in writing no later than ninety (90) days after the Customer discovered or should have discovered the actual damage or loss, but never later than six (6) months after the damage occurred.
17.1 Either party shall be relieved of liability for failure to fulfil an obligation under this Agreement to the extent that performance is prevented by circumstances beyond the party's control, such as: internet limitation or slow connection, power outage, network intrusion, unforeseen change in applicable law or regulation, pandemic, labour disputes, loss of communication, mobilisation or large-scale military recruitment, decrees or rationing of fuel, goods or energy and errors or delays in deliveries from subcontractors caused by any circumstance beyond the control of the party provided that the other party is notified immediately.
17.2 The parties are entitled to terminate the Agreement with thirty (30) days' notice if the force majeure continues or is likely to continue for more than sixty (60) days.
18.1 The Customer and GleSYS shall appoint contact persons who shall be responsible for establishing and maintaining effective co-operation in respect of the Agreement. A party may change the contact person by notifying the other party in writing.
18.2 The primary means of communication between the parties in matters relating to the Agreement shall be the Control Panel or the specified e-mail.
18.3 GleSYS is entitled to assign subcontractors for the performance of its obligations under the Agreement. GleSYS is responsible for the work of subcontractors as for its own work.
18.4 The Agreement constitutes the parties' complete settlement of all matters related to the Agreement. All written or oral commitments and representations made prior to the Agreement are superseded by the content of the Agreement. The Customer's purchase terms and conditions or other terms and conditions shall never be considered part of the Agreement, unless the parties have explicitly agreed that such terms and conditions shall apply.
18.5 All amendments to the Agreement must be in writing and signed by both parties to be effective, except as set forth below in clause 18.6.
18.6 GleSYS is always entitled to amend the Agreement and/or the Services by giving the Customer at least three (3) months' written notice of such amendment, whenever possible, as a result of a change in law, constitution or by the decision of an authority. The Customer is entitled to terminate the Agreement with immediate effect if such a change causes significant inconvenience to the Customer.
18.7 GleSYS has the right to transfer the Agreement to third party if it occurs in connection with the transfer of GleSYS' business or part thereof and to companies within the same group as GleSYS. Furthermore, the Customer has the right to transfer the Agreement in corresponding cases if GleSYS gives its written approval, which shall not be refused without objective reasons. Except as stated above, the Agreement may not be transferred to a third party without the prior written consent of the other party.
18.8 The failure of a party to exercise any right under this Agreement or the failure to point out any particular condition attributable to this Agreement shall not constitute a waiver by a party of such right.
18.9 If any part of the Agreement is found to be invalid, unauthorised or unenforceable, this shall not affect the validity of the other provisions of the Agreement which shall continue to be valid as written. Conditions that are found to be invalid, unauthorised or unenforceable shall, to the extent possible, be adjusted so that they are valid, authorised and enforceable, respectively, and shall be interpreted as far as possible in accordance with the original intentions of the parties to the condition as expressed by, inter alia, the purpose and objectives of the Agreement.
18.10 Clauses which by their nature apply after the termination of the Agreement and the following sections shall continue to apply after the termination of the Agreement, including the following sections: 10 (Term and termination), 14 (Intellectual Property Rights), 15 (Confidentiality), 16 (Limitation of liability) and 19 (Applicable law and disputes).
19.1 This Agreement shall be governed by and construed in accordance with Swedish law.
19.2 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 of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC).
19.3 The Rules for Expedited Arbitrations shall apply unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the regular Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.
19.4 The seat of the arbitration shall be Gothenburg. The language of the proceedings shall be Swedish or English and Swedish law shall apply to the dispute. Notwithstanding the foregoing, GleSYS shall always have the right to apply for a payment order or bring an action regarding non-payment in a general court.
Agreement refers to all that constitutes the contractual content between the parties; the Main Agreement, the Terms and Conditions, the Service Description, the SLA and any other documents mentioned in any of the aforementioned agreement documents.
Documentation refers to any instructions or other documentation provided by GleSYS to the Customer at any time.
Defect refers to deviation from what the parties have explicitly agreed or if the Service deviates from the Service description. However, deviations due to circumstances beyond GleSYS' control never constitute a defect.
Main Agreement refers to the commercial agreement between the parties governing the Service(s) and any Consultancy Services to be provided by GleSYS to the Customer. The Main Agreement may be an order placed by the Customer via the Control Panel or be a quotation submitted by GleSYS and accepted by the Customer, or a signed contractual document.
Login Credentials refers to the Customer's email and/or username and password that the Customer uses to log in to the Customer's account in the Control Panel and/or specific Service.
Consultancy Services refers to the consultancy services performed by GleSYS on behalf of the Customer that are not included as part of a Service.
Control Panel refers to the standard web-based platform provided free of charge by GleSYS to the Customer for the management of certain Services.
Customer Data refers to all data that the Customer or GleSYS, on behalf of the Customer, submits to a Service or that is created in a Service and that does not form part of a Service or the Documentation or can otherwise be considered to constitute GleSYS’ data.
Customer Software refers to software owned by the Customer or which the Customer is entitled to utilise under agreements with third parties.
Customer Equipment means equipment or other hardware owned, rented or leased by the Customer.
Customer means the legal entity identified in the Master Agreement as the customer or otherwise contracting for the use of the Services.
Service or Services means one or more services provided by GleSYS in accordance with the terms of the Agreement.
Service Description means the description of the Services available on the GleSYS website.
Third Party Products means those software products or services that (i) are identified as third party products in the Service Description, or (ii) where it is stated that the software product and/or hardware is owned or provided (directly or indirectly) by a company other than GleSYS.