Version 2.2018.01.en / Last updated: 12 March 2018
These general terms and conditions (the “General Terms and Conditions”) constitute the contract terms and conditions between GleSYS AB (”GleSYS”) and its customers (the ”Customer(s)”) for any and all of the services GleSYS provides the Customer. Additional terms and conditions and product descriptions for each Service are set forth in a specific service agreement (the “Service Agreement”). Together and individually, these documents, and where applicable together with agreements for supplemental services, constitute the “Agreement”. In the event of any conflict between the Service Agreements and these General Terms and Conditions, the Service Agreement shall have precedence over these General Terms and Conditions.
As used in the Agreement, the following terms shall have the following meanings:
Control Panel: A web-based platform which GleSYS provides to the Customer free of charge for administering certain Services.
Supplemental Services: Any other services which GleSYS provides the Customer and which do not constitute a Service.
Service(s): Each and every service specified in the Service Agreement or in supplements to a Service Agreement.
By registering to use the Control Panel and simultaneously accepting these General Terms and Conditions, the Customer also undertakes to comply with the terms and conditions. The person or persons who register the Customer for the Control Panel and/or for Services or Supplemental Services must be authorized to enter into binding agreements on behalf of the Customer. In the event the Customer claims that the Agreement with GleSYS was entered into by an unauthorized person, GleSYS reserves the right to immediately, and until further notice, close the Customer’s account and related Services and Supplemental Services.
The Customer’s right to use the Control Panel does not mean that GleSYS or the Customer have undertaken to enter into an agreement with each other regarding other services. The Customer and GleSYS will enter into Service Agreements separately and any further obligations by GleSYS are set forth in each Service Agreement. Until such time as the Customer has entered into a Service Agreement, GleSYS may terminate the Agreement by closing the Customer’s account (see also section 15 below). When a Service Agreement is entered into, the term of agreement and notice provisions are governed by the Service Agreement.
In order for GleSYS to be able to provide the Control Panel and the Services and the Supplemental Services to the Customer, the Customer must:
The prices for the Services are set forth in each Service Agreement which the parties may enter into. The payment period is monthly and the Customer may select the payment interval itself. Invoicing is made in advance with the invoice date two days after the Customer’s account has been registered. The invoice is due and payable after five days unless otherwise agreed. The invoice will be sent to the Customer’s designated email address and also made available on the Customer’s account on the Control Panel. The Customer is entitled to receive invoices by letter instead, upon payment of a fee. For Supplemental Services, the Customer shall make payment according to the price list applied by GleSYS from time to time. Where an agreement has been entered into regarding hourly remuneration, charges are invoiced at the agreed hourly rate. All compensation is stated excluding VAT and other applicable taxes and fees. In the event the Customer fails to make timely payment, GleSYS shall be entitled to close the Service until full payment is made and shall be entitled to penalty interest as provided by law commencing on the due date stated in the invoice plus compensation for collection costs as provided by law and other costs associated with the delay. In the event the Customer wishes to lodge a complaint in respect of GleSYS’ invoice, the Customer must do so within eight (8) days from the invoice date, failing which the Customer shall forfeit its right to contest the invoice.
In the event GleSYS incurs additional work or costs as a consequence of circumstances attributable to the Customer, the Customer shall be obligated to compensate GleSYS for such additional work and costs.
The Customer may elect to supplement the Service with various Supplemental Services offered by GleSYS from time to time. At present, the following Supplemental Services are available (please note that GleSYS’ range of services may vary during the term of agreement).
The Customer may add or delete Supplemental Services during the term of agreement via the Control Panel in accordance with the terms and conditions applicable to each Supplemental Service.
Pursuant to the Distance and Off-Premises Contracts Act (2005:59), consumers have the right to withdraw from their purchases within 14 days of the day on which the agreement for a service was entered into. By entering into the Agreement, the Customer agrees that the Service ordered in its capacity as a consumer will begin to be performed directly after the purchase and that there is no right of withdrawal once the Service has been completed. In the event the Customer exercises its right of withdrawal before the Service has been completed, the Customer shall compensate GleSYS by a proportionate share of the agreed price. The Customer may exercise its right of withdrawal through an email sent to GleSYS. The Customer may also use the standard form provided by the Swedish Consumer Protection Agency which is available on their website.
In accordance with the GDPR, GleSYS will process the Customer personal data, such as company name, email address, name of contact person and, where applicable IP address, which are provided by the Customer at the time of registration on the Control Panel in order to perform the Agreement. The personal data may also be used for marketing and customer analyses as well as statistics. The Customer is entitled, once each year, free of charge, to be informed of the personal data which is registered regarding the Customer. In the event the personal data is incorrect, incomplete, or misleading, the Customer is entitled to require that the information be corrected or deleted without delay.
In the event the Customer processes personal data when using the Service, the Customer or the Customer’s customer shall be the controller of personal data while GleSYS, and where applicable the Customer, are the processor(s) of personal data. GleSYS undertakes only to process personal data in accordance with the Agreement and the Customer’s written instructions. GleSYS’ processing of personal data on behalf of the Customer shall be governed by a personal data processor agreement between the parties.
GleSYS may not process personal data in the Customer’s data after the termination of the Agreement for any purpose other than to delete or anonymize the Customer’s data.
The Customer shall ensure that the Service is not used in an unauthorized manner by the Customer or any third party. Unauthorized use of the Service means that GleSYS has cause to find that the following exists:
The Customer shall immediately notify GleSYS in the event the Customer discovers or suspects any unauthorized data incursion in the Customer’s or GleSYS’ system.
GleSYS shall be entitled, in whole or in part, to close the Control Panel and/or the Service(s) and subsequently notify the Customer where the Customer fails to perform its obligations under this section. In the event the Customer fails to take immediate corrective measures despite demand, GleSYS shall also be entitled to terminate the Agreement with immediate effect. In the event of such termination, GleSYS shall also be entitled to charge a fee for the remaining term of the Agreement.
The Customer shall hold GleSYS harmless for any and all loss, including costs as a consequence of claims by third parties brought against GleSYS due to the Customer’s breach of this section.
Following decisions by public authorities, GleSYS shall be entitled to turn over the Customer’s equipment and/or data to the police, prosecutor, Debt Enforcement Authority, or other authorized public authority.
GleSYS shall only be liable to pay damages in case of negligence and such liability shall be limited to an amount corresponding to the total amount the Customer has paid over the past calendar year for the relevant Service and/or Supplemental Service. GleSYS shall not be liable in any circumstances for lost profits or other indirect loss or consequential loss (including loss of production or income or damage to third-party property). The aforementioned liability shall also not cover the other party’s liability to pay damages towards any third party.
The Customer shall bear any and all risk for software on the server which is not software that has been licensed by GleSYS as well as for any information which has been processed or stored on server. GleSYS shall not be liable for loss of data with the exception of such loss of data which GleSYS negligently caused in the performance of express contractual undertakings regarding backup copying according to the System Administration Agreement. The Customer shall ensure that it has the necessary protection against unauthorized data incursion of the Customer’s equipment and the Customer’s systems. GleSYS shall not be liable for the Customer’s additional costs, loss or damage incurred by the Customer as a consequence of unauthorized incursion of the Customer’s systems. The Customer shall be solely liable for any and all loss as a consequence of unauthorized use of the Service according to section 10 above.
The limitation of liability according to this section shall not apply to personal injury.
To the extent possible, GleSYS shall be entitled to settle any liability to pay damages by crediting future invoices.
In order not to forfeit its right to damages, a party must present a claim for damages to the other party within six (6) months from the occurrence of the loss.
GleSYS undertakes to apply the fundamental business ethics adopted by the Swedish and IT Telecom Industries.
Notice of termination shall primarily be sent through the Control Panel. The notice must be sent from the Customer’s page to the email address stated on GleSYS’ website and from GleSYS’ page to the Customer’s email address registered from time to time. Notice shall be deemed to have been received by the recipient at the time it is sent by the user.
A party shall give notice of the other party’s breach of contract without unreasonable delay. Notice must be given in writing. Separate provisions regarding notice of breach may be set forth in each Service Agreement.
A party shall be entitled to assign this Agreement or sublicense the use of the Service to a third-party with the written consent of the other party. However, GleSYS shall be entitled, without the consent of the Customer, to assign the right to receive payment under a Service Agreement and, in conjunction with a merger, restructuring of the GleSYS’ group or transfer of the business, to assign its rights and obligations under the General Terms and Conditions and Services Agreements.
The Customer may close its account through the Control Panel at any time. The Customer’s term of agreement and notice of termination period for each respective Service is governed by the Service Agreement. These general terms and conditions shall apply until further notice.
However, a party may terminate the Agreement with immediate effect in the event the other party:
Notice of changes in the terms and conditions must be given not later than thirty (30) days in advance to the Customer’s email address registered from time to time and via the Control Panel. In the event a change as set forth above entails a material disadvantage to the Customer, the Customer shall be entitled to terminate the Agreement within the notice of termination period set forth in the Service Agreement. Notice of termination as a consequence of changed terms and conditions must be given in writing within one month from the date on which the Customer was notified of the change according to the preceding paragraph. In the event the Customer fails to terminate the Service Agreement within the aforementioned time, the Customer shall be deemed to have agreed to the change in the terms and conditions.
Changes are otherwise valid only where set forth in writing signed by both parties.
In the event any provision of the Agreement, or part thereof, is held to be invalid, such shall not entail that the Agreement is invalid in its entirety. Instead, to the extent the invalidity materially affects a party’s rights or obligations under the Agreement, a reasonable modification of the Agreement shall be made.
This Agreement constitutes the parties’ entire agreement in respect of all matters concerning the Agreement. Any particular matter not expressly governed by the Agreement shall be resolved in accordance with the principles on which the Agreement is based. Any and all written or oral undertakings and covenants preceding the Agreement are hereby replaced by this Agreement.
This Agreement shall be governed by Swedish law with the exception of the choice of law rules. Any dispute arising as a consequence of the Agreement shall be conclusively resolved through arbitration proceedings according to the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall consist of three arbitrators. The arbitration proceedings shall take place in Gothenburg in the Swedish language. In the event the amount in dispute is less than ten (10) times the statutory price base amount according to the National Public Insurance Act (1962:381) at the time of the request for arbitration proceedings, the dispute shall be resolved by a court of general jurisdiction with the Gothenburg District Court as the court of first instance.
In the event a party is prevented from performing its obligations under this Agreement as a consequence of measures taken by a public authority, acts of war, strikes, boycotts, blockades or other circumstances beyond a party’s control, the party shall be released from such obligation to the necessary extent. Labor conflicts based on a party’s breach of a collective bargaining agreement may not be relied upon as grounds for force majeure.
GleSYS’ right to compensation shall be reduced in proportion to GleSYS’ inability to perform its obligations as a consequence of force majeure.
The parties shall notify each other of any circumstances which may give rise to the application of this section.
The parties agree not to disclose confidential information to any third party which they receive from the other party or which arises in conjunction with the parties’ contractual relationship. As used in this Agreement, “confidential information” means any and all information of a technical, commercial or other nature regardless of whether the information has been documented, with the exception of:
The parties undertake to ensure that their employees, consultants, and directors do not disclose confidential information to any third party. In this context, the party shall ensure that any employees who may be assumed to come in contact with information of a confidential nature are bound to hold such information confidential to the same extent as a party under this Agreement.