General Terms & Conditions
General Terms & Conditions
2018-11-23: Infobric publishes updated Terms and Conditions (see below) effective from November 23, 2018.
These general terms and conditions (”General Terms and Conditions”) refer to the services of Infobric Ease.
The following definitions have the following meanings in the Agreement:
“App” refers to the Infobric Ease CheckIn mobile application that Infobric provides as part of the Service and other mobile applications that Infobric may provide as part of the Service.
“Agreement” refers to the agreement that the Customer has entered into in order to gain access to the Service, including these General Terms and Conditions.
“Access point” refers to the point where the Service is connected to a public electronic network.
“Documentation” refers to documentation that Infobric provides with respect to the Service. The documentation may be in printed form, in the form of a help section in the Software or it may be available via the Internet or otherwise, as indicated by Infobric.
“Intellectual Property Rights” refer to all forms of intellectual and industrial property rights such as copyright, database rights, source code, patents and patentable inventions, registered and unregistered trademarks, know-how (whether this in itself may constitute a patentable invention or not), registered and unregistered designs.
“Licence” refers to the right that Infobric grants to the Customer in accordance with the Agreement to use the Service and the Software.
“Local Application” refers to locally installed software provided by Infobric that forms part of the Service.
“Software” refers to the Software, the Local Application and the App.
“Personnel” refers to persons working on a working site under the Customer’s supervision and who are invited to use the Service by the Customer or their employer or the contracting authority.
“Software’ refers to the Software that Infobric provides as a service over the Internet and which constitutes the main component of the Service.
“Service” refers to the service of Infobric Ease as described in the Service Description and which is provided mainly by means of the Software.
“Service Description” refers to the description of the Service as given in these General Terms and Conditions, alternatively, from time to time, published on Infobric’s website.
3. Access Rights
3.1. Under the Agreement, the Customer is granted a non-exclusive, non-transferable and non-sub-licensable licence that cannot be licensed to others except as expressly set out in these General Terms and Conditions, and, for the term of the Agreement only, a valid licence to, against payment of the contractual fees (I), use the Software as a service over the Internet (ii) use the Local Application locally installed for its internal use in the manner described in the Agreement, and (iii) give Personnel the right to use the App in accordance with the specific terms and conditions that apply to the App and that must be approved by the Personnel before the Personnel are given access to the App.
3.2. The Customer is only given access to use the Software as a service over the Internet and thus has no right to carry out a private installation of the Software (whether itself or through third parties), or otherwise dispose of copies of the Software.
3.3. The Customer’s right to use the Software is limited to what is expressly stated in the Agreement.
3.4. The Customer shall notify Infobric which persons own to act for the Customer in different matters. No other system administrators than those named by the Customer to Infobric are authorised to administer the Customer’s use of the Service. Only the authorised representative of the Customer or the system user designated by the Customer, as notified to Infobric, have the right to request that a certain person be assigned authorisations to the Software by Infobric. Customer can give Infobric an equivalent authority.
3.5. The Customer does not have the right to:
i. use the Service for purposes other than those for which it is intended under this Agreement;
ii. provide the Service for use by third parties, for example, for so-called “time sharing”, as a service, as a service bureau arrangement or otherwise;
iii. decompile or otherwise attempt to ascertain the Software’s function;
iv. “hack” the Software, introduce viruses, Trojan horses or other malicious or unwanted code (so-called “malware”) into the Software or, through a disproportionate number of requests to the servers on which the Software is provided, to obstruct or limit the use of the Software for third parties.
4. Support and Maintenance
Infobric develops and updates the Service on a regular basis. For the Local Application Infobric provides updates for downloading or as otherwise communicated to the Customer, as necessary.
5. Intellectual Property Rights
5.1. All Intellectual Property Rights and all other rights in or with respect to the Service and the Software belong to Infobric or, where applicable, Infobric’s licensors.
5.2. Nothing in this Agreement shall constitute an assignment or transfer of any Intellectual Property Rights or other rights in the Service, or the Software.
5.3. Data that the Customer processes and that is created by the Software as a result of the Customer’s use shall be the property of the Customer. Infobric has the right to use the Customer’s data to the extent that is necessary to perform its obligations under this Agreement. Infobric also has the right to use, without limitation, information about the functions, performance and capacity of the processes and other statistics or similar information based on the Service’s processing of the Customer’s data. Infobric also has the right to offer companies whose staff attendance times are registered in the Service access to location data in respect of their employees, with the restriction, however, that they may only view attendance times and information about their own employees.
6. Infingement of Rights
6.1. If the Customer receives a claim from a third party alleging that the Service or the Software infringes such third party’s Intellectual Property Rights, Infobric undertakes to indemnify the Customer against such third party’s claim in respect thereof, provided that (i) the Customer immediately notifies Infobric that the claim has been received, (ii) that the Customer gives Infobric full control and authority regarding a defence or negotiation of the claim, (iii) that the Customer has not given any consent, come to any settlement or otherwise affected Infobric’s opportunity to defend or negotiate a settlement of the claim, and (iv) that the Customer contributes to a reasonable extent to Infobric’s defence or negotiation of the claim. It is also a prerequisite of Infobric’s obligation to indemnify the Customer under this paragraph that the Customer has installed all updates that Infobric has made available to the Customer and that the Customer has only used the Service for its intended purpose, unless damage has otherwise been incurred.
6.2. If Infobric has received a claim as described in Paragraph 6.1, or if Infobric believes that a risk of such claims exists, Infobric has the right to take any of the following actions:
i. ensure that the Customer is given the right to continue to use the Service,
ii. implement changes so that the Service or the Software can no longer be considered to be infringing or,
iii. if neither (i) or (ii) can be achieved on conditions that Infobric considers reasonable, terminate this Agreement with immediate effect and discontinue the Customer’s ability to use the Service or the Software.
6.3. The Customer is not entitled to compensation if Infobric takes action under (i) – (iii) above, with the exception, however, that the Customer, in the event of termination under (iii) above, has the right to receive a portion of the fee paid in return, at the amount corresponding to the period of the current agreement period for which the Service or the Software cannot be used in relation to the period for which compensation has been paid, however, up to a maximum of fifty (50) per cent of the fee paid.
6.4. If Infobric receives a claim from a third party alleging that the Service or the Software infringes such third party’s Intellectual Property Rights, the Customer undertakes to indemnify Infobric against such third party’s claim, provided that (i) Infobric immediately notifies the Customer that the claim has been received, (ii) that Infobric gives the Customer full control and authority regarding a defence or negotiation of the claim, (iii) that Infobric has not given any consent, come to any settlement or otherwise affected the Customer’s opportunity to defend or negotiate a settlement of the claim, and (iv) that Infobric contributes to a reasonable extent to the Customer’s defence or negotiation of the claim.
7. Preparation, Start-up and Provision
Infobric shall provide instructions to the Customer about the actions the Customer must take in order to be able to connect to the Service and commence usage of the Service from the agreed day.
8. The Responsibility of the Customer
8.1. The Customer shall provide information for Infobric’s work at the start-up of the Service, review the documents and communicate the decision, and also continuously provide the information that is necessary for Infobric to be able to implement its commitments under the Agreement.
8.2. The Customer is responsible for communication between the Customer’s hardware and the Access Point and for providing the equipment and software required for the use of the Service in accordance with the instructions provided by Infobric.
8.3. The Customer shall ensure (i) that the Customer’s data is free from viruses, Trojans, worms or other malicious software or code, (ii) that the Customer’s data is in the agreed format, and (iii) that the Customer’s data may not otherwise harm or adversely affect the Software or Service.
8.4. The Customer is responsible for ensuring that the login information, security methods and other information that Infobric provides for access to the Service are handled in confidence. The Customer shall notify Infobric immediately in the event that any unauthorised person has knowledge of such information.
9. Specific Terms and Conditions of the Service
9.1. The following applies in particular to the provision of the Service, in addition to what may be specified elsewhere in the Agreement:
9.2. The user information and passwords used to gain access to the Service are regarded as a valuable document and, if they are recorded, should be stored securely so that unauthorised persons are unable to gain access to the Service.
9.3. Infobric is only responsible for the Service up to the Access Point.
9.4. Infobric has the right to regard all use of the Service with the Customer’s user details as authorised use by the Customer, irrespective of whether the Customer incurs expenses in such use, unless and until the Customer notifies Infobric’s support or Customer service that the Customer suspects that an unauthorised person has gained access to the Service or the Customer’s password. It is the responsibility of the Customer to notify Infobric’s support or customer service immediately if the Customer suspects that this may be the case, and to ensure that the Customer’s user details are blocked or changed.
10. Interruptions and Defects
10.1. Infobric shall work to ensure that the Service is available for Customer’s use 24 hours a day, every day of the year. Infobric has the right, however, to suspend the Customer’s access to the Service at any time and without prior notice for maintenance, in order to protect the Service from unauthorised attacks or similar, or to take such other action as is required for technical, operational or security reasons. Infobric shall, however, inform the Customer as far as possible when such interruptions may occur.
10.2. A defect exists when the Service does not conform to the Service Description.
10.3. Infobric updates and rectifies defects with respect to the Service on an ongoing basis.
10.4. If the Customer wishes to complain about a defect in the Service, the Customer shall notify Infobric in writing as soon as possible, but no later than 15 days after the defect is discovered, or should have been discovered, and provide a detailed description of what constitutes the defect. Infobric’s responsibility for defects is limited to taking reasonable steps within a reasonable time frame, remedying the defect to ensure that the Service once again conforms with the Service Description.
10.5. The Customer is not entitled to a reduction of the fee or other remuneration or compensation in the event of a lack of access to the Service, a defect or other interruption to the Service.
11. Limitation of the Service, Changes
11.1. In the event that the provision of the Service results in harm or the risk of harm to Infobric or another party, Infobric has the right to disable or restrict access to the Service. In so doing, Infobric may not take measures that are more stringent than what is justifiable in the circumstances. The Customer shall be informed of the restriction of access to the Service as soon as possible.
11.2. Infobric has the right to restrict or disable access to the Service for the Customer if the Customer breaches the terms and conditions of this Agreement.
11.3. Infobric has the right to implement changes to the Service by giving 30 days’ notice thereof. The Customer may be required to acquire new software, hardware or other equipment as a result of such changes in order to continue using the Service. The Customer shall bear the costs of such new software, hardware or other equipment itself, as well as other expenses as a result of the change. If the Customer incurs costs occasioned by the change, or if the Customer otherwise suffers obvious disadvantage as a result of the change, the Customer has the right to give notice to terminate the Contract by the date on which the change is to enter into force. The Customer shall give Infobric such notice no later than 15 days before the change is to enter into force. Otherwise the Contract continues, and the change is valid between the Parties.
12. Infobric Ease CheckIn
12.1. Infobric provides the App as an addition to the Service. The use of the App is optional and not necessary for the Customer to be able to use the Service.
12.2. When Personnel use the App, data is stored in the App and forwarded to the Service.
13.1. The Customer shall pay fees for its use of the Service and the Software in accordance with the agreed payment terms. Infobric has the right to change the fees in accordance with the agreed payment terms.
13.2. In the event of late payments, a late payment penalty interest amount, as specified in the law on interest (1975:635), is payable on the outstanding amount until full payment is made. In addition, Infobric has the right, in case of payment default, to suspend the Customer from use of the Service, without prior notice, until full payment is made.
14. Processing of Personal Data
14.1. The terms and conditions that shall apply in respect of Infobric’s processing of personal data in the capacity of personal data processor on behalf of the Customer are stated in Annex 1 to these General Terms and Conditions.
14.2. Infobric shall have the right to process personal data concerning the Customer’s contact persons and system users that Infobric may acquire in connection with the Agreement, including names and contact details. The purpose of Infobric’s processing is to enable the implementation of the Parties’ respective obligations and cooperation under the Agreement, such as the administration of the contractual relationship, the provision of information and other communication regarding the Service. The processing of personal data by Infobric will be supported by a balance of interests in order to meet Infobric’s legitimate needs in managing the contractual relationship with the Customer. The Customer is obliged to ensure that the Customer’s employees whose personal data are processed by Infobric have received information on Infobric’s processing of personal data in accordance with this paragraph.
14.3. Infobric is the personal data controller for its own processing of the personal data of the Customer’s employees. In principle, Infobric only saves the personal data that Infobric processes for the duration of the contractual relationship. Infobric may, however, save the personal data for the additional time that is necessary should Infobric be required by law or agreement to save the data, or for Infobric to be able to establish, defend or exercise a legal claim. When the personal data are no longer necessary for these purposes, Infobric will anonymise or delete the data securely. A data subject has the right to request that inaccurate or incomplete personal data concerning him or her are corrected. Furthermore, a data subject has the right to request to receive information if Infobric processes any personal data concerning the data subject and, if such is the case, access to the personal data relating to him or her. The data subject has the right to submit a complaint about Infobric’s processing of personal data to the Data Inspection Authority. The data subject has, in addition to the above rights and where provided for by applicable data protection legislation, the right to request a limitation of the processing, the right to deletion, the right to object to certain processing of personal data, and the right to data portability. If the data subject wishes to exercise any of his or her rights as stated above, or has any questions about Infobric’s processing of personal data in accordance with this provision, the data subject may contact Infobric by sending an e-mail to firstname.lastname@example.org.
15. Statistics and Anonymised Data
15.1. Infobric has the right to anonymise all data in the Service. Anonymisation should be carried out in such a way that it is not possible to convert the data back to personal data.
15.2. Infobric owns all property rights to the anonymised data and has the right to use and store data without limitation in time.
15.3. Infobric also has the right to use all other data within the Service for statistical purposes.
16. Limitation of Liability
16.1. A party’s liability shall be limited to direct damages in a total amount of twenty (20) per cent of the fee for the Service or the Software per calendar year, however a maximum of a price base amount as stipulated by the Social Insurance Code (2010:110) and in force at the time of the occurrence. A party shall not be liable for the counter-party’s own indirect losses, such as loss of profit. In the event that the damage has arisen as a result of gross negligence or intent, no limitation of liability shall apply. Nor shall any limitation of liability apply to breaches of the licensing conditions stated in Paragraph 5 for the party’s obligation to compensate the counter-party for infringement of third-party rights in accordance with Paragraph 5, or to breaches of the duty of confidentiality referred to in Paragraph17.
16.2. Infobric is not liable for loss of data except for the loss of data caused by Infobric’s negligence in carrying out backups or storage in accordance with the Service Description. In the event of such liability, Infobric shall restore the lost data to the best of its ability and to the extent that this is possible. The above constitutes Infobric’s full liability for any loss of data.
16.3. In order not to lose its right to compensation for damages, the Customer shall present a claim for damages to Infobric in writing within six (6) months of the date of the incident.
17.1. Each party undertakes not to disclose information about the other party’s business activities that may be considered business or trade secrets to a third party without the consent of the other party for the term of the Agreement or for a period of three years thereafter. Information that the party identifies as confidential shall always be regarded as business or trade secrets. The duty of confidentiality does not apply to information that a party can show to have become aware of other than through the assignment or that is commonly known. The duty of confidentiality does not apply if a Party is required to disclose information by law.
17.2. The Parties shall ensure that confidentiality is observed in accordance with the above by having confidentiality agreements with personnel or other appropriate measures. The Parties are responsible for ensuring that subcontractors and their employees affected by the assignment sign a confidentiality agreement with similar content for the benefit of the other party.
18. Advance Notice of Termination
18.1. Each Party has the right to terminate the Agreement with immediate effect if:
18.2. the other Party commits a material breach of the Agreement and such breach is not fully rectified within thirty (30) days of receipt by the breaching Party of a written notice from the other Party with a request for rectification;
18.3. the Parties do not reach an amicable solution in accordance with Paragraph 6.2 of Annex 1 within thirty (30) days, or such later time as the Parties agree in writing, of the date such discussions are initiated in writing; or
18.4. the other Party suspends its payments, enters into voluntary or involuntary liquidation, applies for company reorganisation or bankruptcy (or if another party applies for bankruptcy of the Party) or if a Party may otherwise be deemed to be insolvent.
18.5. If Infobric resolves to cease the offer and provision of the Service to the market, Infobric has the right to terminate the Agreement, with due observance of a notice period of at least three months.
18.6. If the Agreement is terminated, the Customer shall cease all use of the Service and the Software immediately, unless otherwise stipulated in the main agreement document.
18.7. Upon termination of the Agreement, Infobric shall, at the Customer’s request, store a backup of the Customer’s data, where applicable, for a period of ninety (90) days from the date of termination of the Agreement, and provide assistance to the Customer with a view to transferring such data in accordance with the Customer’s instructions. Such services are provided by Infobric in accordance with the terms of Infobric’s currently applicable agreement for services, and on condition that the Customer pays Infobric the currently applicable fees. Request for back up storage shall be made by the Customer no later than thirteen ((13) days after this Agreement has expired.
19. Force Majeure Circumstances
19.1. A Party is exempt from the requirement for penalty for the failure to perform obligations under this Agreement if the failure is due to circumstances beyond the party’s control and which the Party could not reasonably foresee or avoid, such as war, act of a public authority, new or amended legislation, conflict on the labour market, trade or currency restrictions, embargo, fire, flood or similar circumstance, and also defects in or delay of deliveries from subcontractors.
19.2. It is the responsibility of the Party wishing to invoke force majeure circumstances under this clause 19 to notify the other Party without delay of the occurrence thereof, as well as its termination.
19.3. Regardless of what is stated regarding the exemption from penalties19 in this paragraph, a Party has the right to terminate the Agreement with immediate effect, without incurring a penalty, by giving written notice to the other Party, if the fulfilment of a material obligation under this Agreement is delayed by more than three months.
20.1. Neither of the Parties has the right to assign or pledge its rights and/or obligations, wholly or partly, under this Agreement without the other party’s written approval. Infobric has the right, however, to assign its receivables from the Customer to a third party.
20.2. Notices in connection with this Agreement shall be given in writing.
20.3. Amendments and additions to this Agreement shall be valid only if made in writing and signed by both Parties. This can also be done by electronic signature. Furthermore, the Customer’s use of new or modified Services and Products constitutes an acceptance of any potential supplementary terms and conditions in relation thereto.
20.4. Infobric has the right, however, to amend this Agreement by reason of any changes in mandatory legislation, by giving twenty (20) days’ notice thereof.
21. Disputes and Applicable Legislation
21.1. This Agreement shall be governed by Swedish law.
21.2. Any disputes arising out of this Agreement shall be settled conclusively by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (”the Institute”). The institute’s Rules for Simplified Arbitration Proceedings shall apply unless the Institute decides, in taking the complexity of the case, the amount in dispute and other circumstances into consideration, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall be used in the proceedings. In the latter case, the Institute shall also decide whether the arbitration panel should consist of one or three arbitrators.
21.3. Notwithstanding Paragraph 21.2, Infobric shall, however, always have the right to recover the payment of overdue claims at a court of general jurisdiction.