Terms of Service
1.2. An agreement for access to the Services is entered into between Gordon and Customer. The Services may be utilised by such users as are granted access to the Services by Customer in accordance with the agreement (”Users”). The Users are defined in this agreement as the users of the Customer’s customer. Customer is responsible for Customer’s customer, which in its turn is responsible for the Users (inclusive of their compliance with the agreement and the Terms; orders made by Users and, where applicable, for obtaining any required consents and approvals concerning the Users). Customer is further responsible for and shall ensure that Customer’s customers do not utilise the Services in excess of or for any other purpose than as expressly provided for in the agreement and these Terms.
1.3. Customer shall see to it that the Customer´s customer ensures that the Users keep user-IDs and passwords for the Services secret and secure and that such information is not disclosed to non-authorised persons. Customer is responsible for all measures which are taken via user accounts and shall within reasonable time notify Gordon upon detected or suspected non-authorised use.
2. Grant of use and rights
2.1. All rights to the Services and their content, including copyrights and all other intellectual property rights, are the property of Gordon and/or its licensors/third parties with which Gordon has entered into agreements. Copyright notices or other proprietary notices in the Services or delivered products and ancillary documentation shall be maintained by Customer and may not be removed or obscured. Customer and the Users are not granted any right to the Services other than a limited right to access and use the Services in accordance with the agreement and the Terms. Gordon and its licensors thus own and retain all ownership and all other rights, including but not limited to intellectual property rights (be it registered or non-registered) in and to the Services and their underlying technology, documentation and all improvements and/or development of same.
2.2. Gordon grants to Customer a non-exclusive, non-transferable right, without a right to sublicense, to use the Services during the period of the agreement in accordance with the agreement and the Terms, within the limitations set out therein (e.g. maximum number of Users, permitted use levels and user categories). Unless otherwise set out in the agreement, the right is granted only for Customer’s internal use; where ”Customer’s internal use” shall mean use of the Services in Customer’s own business operations, in accordance with the limits set out in the agreement and/or Gordon’s instructions applicable from time to time.
2.3. Other than as is expressly permitted in the agreement or in the Terms, Customer’s customer may not: (a) reproduce, modify or change the Services; (b) lease, distribute, sell, sub-license, transfer or make available the Services; (c) use the Services for the benefit of a third party or incorporate them or part thereof in products or services for the benefit of a third party; (d) disturb or hinder such mechanisms in the Services which are intended to restrict use or which are of a security character; (e) alter, deconstruct or decompile or in other manner attempt to access or derive source code, algorithms, file formats etc. to the Services or part thereof (other than as may be expressly permitted under applicable mandatory law); (f) remove, change or obscure messages (where applicable) in the Services; (g) use the Services in any manner other than in accordance with the agreement and the Terms or for any purpose other than the intended purpose or (h) permit others to do any of the foregoing.
2.4. Customer undertakes to see to it that Customer’s customer ensures that all use of the Services (e.g. with respect to maximum permitted number of Users, user types and user levels) complies with the agreed use and shall report all use of the Services in excess thereof to Gordon. Gordon reserves the right, during the term of agreement and for a period of twelve (12) months thereafter, to inspect and audit the access and use of the Services. Customer shall also ensure that Customer’s customer without any cost and at Gordon’s request provides all necessary assistance and information (including, where requested, site audits at Customer’s customer) to Gordon or a third party appointed by GORDON for such purpose. In the event of use in violation of the agreement, then Customer’s customer, in addition to further fees for such non-authoirised use (in accordance with Gordon’s applicable price list from time to time), be liable for all reasonable costs incurred by GORDON to conduct the inspection/audit.
3. Use of Services
3.1. The Services may only be used by the Users. The Users may not transfer their rights or allow others to use the Services or part thereof or allow utilisation of the Services in any other manner. If the Users´ connection to Customer´s customer ceases to exist or expires (e.g. if an employment or assignment terminates), then the right to use the Services shall also expire.
3.2. The Users may not transfer, lease or in any other manner disseminate user IDs/authorisations assigned to them.
3.3. The content in the Services is protected by applicable copyright legislation. Any copying is strictly forbidden.
3.4. The Users are also obliged, during use of the Services, to comply with additional instructions, orders and restrictions for the respective Service and other instructions issued by Gordon or a third party with respect to which Gordon has entered into an agreement. Customer’s customer must ensure that the Services are used in accordance with said instructions, orders and restrictions.
Gordon is entitled, without prior warning, but upon notice to Customer before suspension of access for a user, to suspend access for the Users for further use of the Services upon reasonable suspicion that the Services are used in violation of the Terms or the agreement. In certain cases, in case of security risks or risk of damage or loss, Gordon is entitled to suspend and/or terminate access for the user immediately and without any notice to Customer.
3.5. Users may within the scope of Services and in accordance with further restrictions notified by Gordon store material with Gordon (whereby Gordon is entitled to engage a third party for such storage). Customer’s customer is responsible for the content, e.g. with respect to its legality and that processing will be in compliance with applicable laws (without affecting, for the avoidance of doubt, Gordon’s obligations under the GDPR) and that the content of such material does not and will not violate laws or other rules, e.g. copyright laws, data protection laws or criminal laws or contravene Gordon’s instructions or policies for content applicable at any time. Gordon shall observe confidentiality when handling such material. Customer shall indemnify and hold harmless Gordon with respect to all claims for compensation, costs and other possible damages caused by such material. Gordon has no obligation to monitor such material, but is entitled to do so, whereby Customer and Customer’s customer and Users shall provide necessary assistance. Gordon reserves the right to delete such material in the event of suspected violation of applicable regulations, instructions or policies with regard to storage and/or processing or if the Users´ rights to use the Services expire. Customer undertakes to indemnify and hold Gordon harmless in the event of breach of this provision or other breach of the Terms or the agreement.
4. Fees and payment
4.1. Customer shall be responsible for payment of agreed, or otherwise at the time applicable, fees for all use of the Services.
4.2. Fee for subscription is paid against invoice with payment terms thirty (30) days net from date of invoice. Unless otherwise agreed, subscription fees shall be payable monthly in arrears.
4.3. In the event of payment delays, penalty interest is payable from the date of payment and in accordance with law. A payment reminder charge is debited in the event of payment reminders. In the event of payment delays, Gordon is entitled to suspend the Users´ access to the Services wholly or partly until all due amounts have been paid and/or to terminate the agreement with immediate effect unless full payment has been made within fourteen (14) days after payment reminder.
4.4. All amounts in the agreement and in Gordon’s price list are indicated exclusive of value added tax. Customer is responsible for value added tax, other taxes and public charges and which may apply with respect to the Services.
4.5. Gordon reserves the right to adjust fees and prices for the Services during the term of the agreement in accordance with clause 10, below.
5. Processing of personal data
6. Technical Requirements
6.1. Customer shall ensure an adequate and functioning connection between the Users and the Point of Connection (as defined below). Customer is furthermore responsible for all connected costs and for the installation of all necessary program software.
7. Delivery and support
The Services are provided in and from the connection point indicated by Gordon (”Point of Connection”). Unless otherwise agreed between the parties, the Point of Connection shall be the point or points where Gordon connects the Services with the internet. The Services are delivered when the log in details to the Services have been sent to the e-mail address indicated by Customer at the time of the order. Customer is thereafter responsible for all handling and use of the Services. During the term of the agreement, Gordon is entitled to suspend, wholly or partly, the Services in order to perform updates, maintenance and similar measures. Information on planned maintenance measures will be communicated and planned together with Customer.
7.1. Technical support and user support (together ”Support”) for the Services is provided by Gordon or by a third party appointed by Gordon during week days and Swedish office hours between 9-17. Gordon may, subject to separate agreement and at additional fees, provide Support during other hours and/or with extended scope.
7.2. Support does not include support, maintenance, default search/defect rectification or similar measures with respect to Customer’s or Users program- or machine ware, internet connections and/or products/services not provided by Gordon or by parties for which Gordon has not expressly undertaken responsibility.
8. Defects and errors
8.1. In the event of a defect or error in the Services, Customer shall notify Gordon in accordance with Gordon’s applicable routines for error notifications. Gordon is only liable for defects or errors in the Services which cause the Services content or function to deviate substantially from the service descriptions applied by Gordon from time to time and always provided that the defects and errors emanate from Gordon. Gordon is in no event liabile for defects, errors or deficiencies which emanate from Customer, Users or any third party for which Gordon has not expressly undertaken responsibility, or for any third party products. In the event of a defect or error in the Services, then Gordon, as Customer’s sole remedy, shall endeavour to rectify the defect or in other manner seek to remedy the error in order of priority. The order of priority is determined by Gordon based on the severity of the defect.
9. Limitation of liability
9.1. Gordon’s aggregate liability against Customer, with the exception of gross negligence and intent, is limited to a maximum of 20 per cent of the remuneration which Gordon has received under the last twelve (12) months from Customer under the agreement. Gordon is not liable against any other person or entity than Customer (e.g against Users or Customer’s customers, suppliers or co-operation partners). Gordon is not liable for loss of income, loss of data or cost for restoration of data or damage due to loss of use or indirect damage or loss or consequential damage. Notices and other claims shall be submitted in writing and be made without undue delay after a party has detected or should have detected the circumstance which forms basis for the claim, however no later than one (1) month from the occurrance of the circumstance forming basis for the claim, failing which the claim will be invalid and cannot be made.
10. Changes of terms and services
10.1. Gordon is entitled to modify and amend the Terms and the agreement without prior approval from Customer. Customer will be informed with respect to such changes which are substantially detrimental for Customer and such changes will come into effect thirty (30) days after notification to Customer with respect to the change or amendment. In the event of changes/amendments which are substantially detrimental for Customer, Customer is entitled to terminate the agreement at the latest fourteen (14) days prior to the change taking effect, whereby the agreement shall then terminate as of the effective date of the change. Notice of termination shall be made in writing. In the event that Customer does not terminate the agreement, as just said, then Customer shall be deemed to have accepted the change or amendment in question.
10.2. Gordon continuously updates its supply of Services and reserves the right to amend the Services without notice (e.g. to withdraw or add functions) and to cease to provide the Services wholly or partly. With respect to a change which is substantially detrimental for Customer, Customer is entitled to terminate the agreement with immediate effect at the latest (14) days after the change. Notice of termination shall be made in writing. In the event that Customer does not terminate the agreement, as just said, then Customer shall be deemed to have accepted the change or amendment in question.
11. Disputes and applicable law
11.1. These Terms and our agreement is governed by the laws of Sweden.
11.2. 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 Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Arbitration Rules by the SCC shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that Rules for Expedited Arbitrations shall apply. In the former case, the Arbitral Tribunal shall be composed of three arbitrators. The seat of arbitration shall be Stockholm, Sweden and the language to be used in the proceedings shall be English. The arbitral proceedings and all non-public information disclosed and all documents submitted or issued by or on behalf of any of the parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than for the proceedings nor be disclosed to any third party without the prior written consent of the other party. Such non-disclosure obligation shall however not apply if and to the extent (a) a party is required to disclose information by law or by stock exchange rules or pursuant to any order of court or other competent authority or tribunal; or (b) such information is disclosed to a party’s employees or professional advisers, provided such persons are bound by a duty of confidence or (c) disclosure is necessary in order for a party to avail itself of its rights. If a party becomes required to disclose confidential information pursuant to subclause (a) above, then the disclosing party shall, in so far as possible, consult with the other party prior to the disclosure. Notwithstanding the foregoing; nothing will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.