This agreement, together with all the policies and agreements incorporated by reference (together ”Terms of Service”), is between syntexa AB and org.nr. 556902-2568 (”syntexa,” “we” or “us”) and the person or entity purchasing our services (”customer,” or ”you”) It becomes effective at the following date.
Date of publication: 2018-05-18
a. Our products and services will be referred to throughout this Agreement as ”Service” or simply ”Services.”
b. The terms, pricing, and features of the products or services that you buy from us are listed on the www.syntexa.com web page where the specific products and/or service are described (the ”Description Pages”). The Description Page, as at the Effective Date, is the basis for the Services. The date service is started is the Effective Date. The Description Page can change throughout the Term. The Effective Date is the only date that we are obligated to provide the Services to you. syntexa allows customers to upgrade their Services. You agree to the Terms and Conditions of the Service for which you have ordered an upgrade when your order is processed.
c. We will make commercially reasonable efforts in order to make the Services accessible to you. We reserve the rights to change the Services or the manner in which they are provided to you.
i. The services we have made available to us by a third-party vendor are no longer critical.
ii. The Services are prohibited by law; or
d. Services may include software, hardware, consultancy or services offered by third parties (the ”Third Party Vendors”) The Third Party Vendors might have the right to modify the way they offer their products. These changes could have a significant impact on the Services. These changes may affect the Services. You cannot terminate the Agreement.
syntexa can modify this Cloud Services Agreement, any policy, or other terms mentioned in it at any time by posting a revision at the websites that display the policy and/or posting this Cloud Services Agreement. The revised terms will be in effect for fifteen days, unless otherwise stated in the Cloud Services Agreement or in syntexa’s change of terms notice. You agree to follow the updated policies and this Cloud Services Agreement if you continue to use the Services or to receive them. You are responsible for checking the listed websites regularly for any changes to the policies or this Cloud Services Agreement. You have the sole and only remedy if you disagree with any changes to the policies or the Cloud Services Agreement before the end of the 15-day period.
f. Server co-management
If you provide your details on the Description Page you will be able to access the server or servers that provided the Services to you.
Configuration and Support
You are provided the Services in a standard manner. You can configure the Services to suit your needs. Our network operation and provisioning of Services to other customers will not be affected by any custom configuration. We reserve the right to reject any such request.
h. Shared Hosting Services
i. Shared Hosting Services are subjected to CPU usage and capacity restrictions. We may terminate this Agreement if you use more server bandwidth, memory, or CPU usage than a customer in the same location. Your service may also be suspended until we reduce your excessive use.
ii. ii. We may terminate this Agreement or suspend your service until you have removed the background process.
i. Virtual Private Servers
i. The Virtual Private Servers Service is subjected to CPU usage and capacity restrictions. We may terminate this agreement if you use more server bandwidth, memory, or CPU usage than a customer in the same location. Your service may also be suspended until we reduce your excessive use.
ii. You must use the Virtual Private Servers Service responsibly. Your use of the Virtual Private Servers Service must not cause disruption to other users or our network. We may ask you to stop using the Virtual Private Servers Service if your use causes disruption.
j. Backup Services
The Description Page, which lists the features and aspects for Backup Services, is a summary. Although we have provided a general overview of the Backup Services, you are responsible for configuring the Backup Services to meet your specific needs.
ii.Backup services are provided as an add-on to your backup programs and are not intended to replace them. Although we will make every effort to ensure that our Backup Services work efficiently, you agree that there is no guarantee that any backup program or service will be error-free or failsafe.
iii. Backup Services can be used to recover your data. Restoring your data doesn’t always mean that the data will retain the same or similar configuration. It may be necessary to make modifications to your data after we have restored it.
i/v.Backup Services were designed to aid in disaster recovery. We are not obliged to provide data to third parties or to you if you request data from us that is not related to disaster recovery. If we decide to give the data to you or if your data is subject to subpoena or disclosure, you will be charged at our hourly rate. Any attorney fees we incur to review, respond to, or produce your data will be charged to you. To ensure your obligations are met, you may be required to pay a retainer.
i. The Services may be pre-configured using software belonging to a Third Party (the “Third Party Software”). We may ask you to show us proof that you have a license to the Third Party Software if you tell us otherwise. While using Third Party Software, you agree to adhere to your license agreement.
ii. If you don’t have a license for Third Party Software use, you agree to follow the terms of any license required to you use Third Party Software.
You can request software updates, upgrades and bug fixes from us. We are not responsible for any consequences that may arise from the installation of the Patches or any attempt to install them. It is up to you to determine whether the installation of the Patches may damage your data or affect the operation and use of the Services.
m. IP Address
An IP Address may be included in the Services. We lease this IP Address to you. This IP Address can be changed at any time. The IP Address cannot be transferred. You must stop using the IP Address after the termination of this Agreement.
n. Data Processing Agreement
syntexa will provide you with a Data Processing Agreement if your use of the Services involves processing personal data.
You will be notified by email about newsletters, invitations, events and updates. syntexa may send you e-mails for marketing purposes. The products being marketed are directly related to the Syntexa products and have the purpose of offering an extension of the Syntexa service. Syntexa may send third-party information and articles through its marketing and communication channels. These articles or information are not to be used in marketing or communication unless they have a connection with the Syntexa brand.
a. Fees are listed on the Description Page (the “Fees”) and due by the due date (the “Due Date”). Fees are payable monthly, unless otherwise stated on the Description Page.
b. Except in cases of our breach, fees are non-refundable.
c. You are only required to pay the Fees to receive the Services. We may terminate the Agreement or suspend the services if you fail to pay the Fees by due date. We may charge interest at 2.0% per month or the maximum rate permitted by law, and collection fees (including attorney’s fees).
d. If we suspend the Services due to a reason beyond your control, the fees will continue accruing
e. You may have to pay fees to third parties in order to use the Services. Your use of the Services could be terminated, suspended or disrupted if you fail to pay the fees on time.
f. Our standard consultancy fee is 170 euro per hour.
g. You must contact us before the Due Date if you have any questions about the Fees we have charged you. We will temporarily suspend any Fees in dispute until you provide us with written documentation to support your view. Any Fees that are not within the dispute’s scope will be charged to you. We will present evidence to support our position if we disagree with you on the issue. If you still dispute your obligation to pay Fees within 15 days after our presentation of our evidence to you, you can place Fees in Escrow with a reputable company and exercise all your rights. If you provide written evidence and place the Fees in escrow, we are not bound to continue providing the Services. Fees due to a Third Party may not be disputed.
h. If any changes are requested that are not apart of our standardised flow a consultancy fee for the amount of consumed hours will be charged.
i. During hours outside 8AM and 17PM the standard consultancy fee is increased by 100%.
Unless otherwise stated on your Order Form, the term of this Agreement (the ”Term”) is for a month. If you order multiple Services, the term of this agreement is for the time we agree to provide each of them to you.
a. You can either end this Agreement by giving notice to the other in writing (a ”Termination Note”). We must receive written notice from you indicating your intention to end this agreement at least thirty days before your Service is renewed.
b. By giving written notice to the other of a material violation, either of us can terminate this Agreement. Written notices must include sufficient facts to enable the other party to identify the cause of the breach and take the necessary steps to remedy it. The notice of material violation shall be delivered to the other party within ten calendar days. The breach can then be remedied. The non-breaching party can immediately terminate the Agreement if the material breach is not curable.
c. This Agreement or any Service may be terminated immediately if you violate any policies or licenses with third parties; or your bankruptcy.
d. Your data will be deleted upon termination of this Agreement. Any data on our backup servers is overwritten. After termination of this Agreement, we will not be obligated to provide any data.
e. We may charge a reconnection fee if the Services are terminated due to your failure or breach of any of our agreements.
a. Mutual Warranties: Each party has the legal power, authority and legal right of entering into this Agreement; each side has the legal power, authority and legal right of performing their obligations under the Agreement.
b. We guarantee that our performance will be competent.
c. We represent and warrant that you:
i.you have sufficient knowledge and experience to use the Services.
ii.you agree to comply with any terms and conditions that may be required for the use of Third Party Software.
iii.You will create end user agreements that are not less restrictive than our Acceptable Use Policy (AUP).
iv.You own the whole right, title, and interest to all materials we provide or that may be accessed, transmitted, or used using the Services.
v.Your end users warrant that they have the full right, title, and interest in, or have a suitable license to, all materials you have provided or which can be accessed or transmitted via the Services and they have agreed to indemnify me if they don’t.
The SERVICE IS PROVIDED AS-IS and AS-AVAILABLE. APART FROM THE EXPRESSLY SET OUT AT PARAGRAPH 5,(a), WE DO NOT MAKE ANY WARRANTIES, EXPRESSED OR IMPLIED. This DISCLAIMER DOES NOT INCLUDE, BUT IS NOT LIMITED, TO WARRANTIES OF NON INFRINGEMENT, FITNESS for a PARTICULAR PURPOSE, WARRANTIES MERCHANTABILITY, AND TITLE. We do not warrant that the SERVICE will be uninterrupted, error-free, secure, or free from viruses or other harmful components. We are not responsible for any data transferred to or from you, or stored by you, via the SERVICE PROVIDED BY US. We specifically disclaim any and all warranties regarding services provided by third parties, regardless of whether those services appear to be provided by us. These THIRD-PARTY ENTITIES WILL NOT MAKE ANY WARRANTIES FOR YOU. NOR SHALL YOU BE A THIRD-PARTY BENEFICIARY OF SUCH WARRANTIES.
7. Limitation of liability
a. You and any third parties are exempted from liability for any harm that the Services or your inability to use the Services cause.
b. We do not accept any responsibility for any lost profits to you or any third party, direct or indirect, special, incidental, consequential, punitive or punitive. This paragraph applies regardless of whether such potential liability was or should have been known.
c. Our maximum aggregate responsibility for all claims made pursuant, based upon the Services, Third Party Vendors is the amount you paid for the Services in the month before the occurrence of the event giving rise to the claim.
a. You agree to defend, indemnify and hold harmless us, our parent, subsidiary, and affiliated companies, as well as each of their officers, directors and employees (each an ”indemnified person” and collectively ”indemnified persons”), from and against all claims, damages and losses, suits, actions and proceedings (whether legal, administrative or legal), expenses (including reasonable attorney’s fee), threatened, asserted or filed against any third party against any indemnified party arising out or related to: (iiiiiiiiiiiiiiiiiiiiiiiiiiiiii; (TOS); (iiiiiiiiiiiiiiiiiiiiiiiiiiii), warranties, covenants, representations, warranties, or toS; (TOS); (iv) or iv) or toS; or to es (TOS); (iv) This section will survive termination of the TOS. This paragraph applies only to you. It includes your customers, visitors, users of your website, and any other persons who use your products or services.
9. Licenses and Intellectual property
a. To use the Services, you may need to agree to Third Party Vendor Licenses. You agree to protect and not obscure any trademarks, copyright, and other indications that intellectual property ownership are placed on any software, hardware, or displayed during your usage of the Services.
b. To use the software that you have placed on our equipment, you must have a valid licence. You agree to show us proof of the license at our request.
c. Software licenses we grant to you terminate upon termination or expiration of this Agreement.
d. We are responsible for any unauthorized installation of use, copying or access to the Services.
e. All information you provide to us regarding your use of the Service shall be non-confidential. These information will be treated as our property and non-confidential. You agree to transfer to us all worldwide rights, title and interests in the information. This information will be available to us on an unlimited basis. This paragraph applies only to the information that you provide us in order to improve or troubleshoot the Services we have provided. This paragraph does not include any information that you provide to us via the Services (”Your Information”) Syntexa will not have any ownership rights in Your Information. You shall be the sole owner of Your Information.
Any Confidential Information received by the other party is confidential and will not be disclosed to any third parties. Confidential Information is information that has been disclosed to a party pursuant to this Agreement and which the disclosing side has designated as confidential. Confidential information does not include any information that (i) is already in the public domain at the time of disclosure, (ii), after disclosure has become part the public domain by publication of otherwise than by breach by the receiving side; (iii). which the receiving partner can prove by competent proof that it had in its possession at time of disclosure; and (iv). which the receiving parties independently develops without using the disclosures hereunder. (v) is required by law or regulation which is in force. Each party must ensure that its consultants and advisors who have access to Confidential Information adhere to the same confidentiality obligations.
All notices, claims and demands and any other communications under this agreement shall be in writing.
SE-713 32 Nora Sweden
b. Force Majeure
Except for the obligation of paying monies due and due, neither party will be held responsible for any delay in performance or failure to perform due to circumstances beyond its control. This includes without limitation acts or wars, earthquakes, labor disputes, shortages supplies, riots or fire, epidemics or interruptions to telecommunications providers or delays common carriers. The rights and obligations of the exempted party will be extended daily for the same time as the excusable delay. You may terminate the Agreement without additional cost if Force Majeure prevents us from fulfilling our obligations under the Agreement for a month. The Force Majeure party shall notify the other party as soon and as promptly as possible, but no later than ten working days after the Force Majeure event.
c. Choice of Law, Jurisdiction and Location
Any dispute, controversy, claim, or matter arising from or in connection to this Agreement or its breach, termination, or invalidity shall be settled by arbitration according to the Rules for Expedited Arbitrations of The Arbitration Institute of Stockholm Chamber of Commerce.
Stockholm shall be the seat of arbitration. Swedish shall be the language used in arbitration proceedings. This Agreement will be governed under the substantive law of Sweden.
A waiver of rights under this Agreement is not a waiver of any other rights.
This Agreement and any rights under it, except Company, may not be assigned or transferred (by operation or otherwise) by you without our prior written consent. This Agreement will be binding and inure for the benefit of all corporate successors and authorized assigns.
Arbitrator or court of competent jurisdiction may declare any provision or application of this Agreement to any person, place or circumstance invalid, unenforceable or null. The remainder of the Agreement and any provisions that apply to other people, places, or circumstances will remain in full force, effect and compliance with applicable law.
g. No Agency
This Agreement does NOT create an agency, partnership, joint venture or franchise relationship. The Agreement does not create or assume any obligation on behalf of either party.
The Agreement’s termination shall not affect the validity of sections 6, 7, 8, 9, 9(d), 10, 11,(a),(c), and (d), respectively.