CLIQ Web Manager - Användaravtal §

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ASSA CLIQ WEB MANAGER, Software as a Service (SaaS):

ASSA CLIQ WEB MANAGER, Software as a Service (SaaS):

User license for software delivered as a service from servers managed by ASSA ABLOY for administration of one (1) CLIQ Remote locking system. Number of units is the sum of the number CLIQ elements (keys, cylinders and devices for programming "PD") in the system. Annual license fees are priced according to ASSA current price list, based on the total number of units in the system.

Signee acknowledges having read and approved the following documents:

1.GENERAL TERMS AND CONDITIONS - CLIQ WEB MANAGER

These general terms and conditions shall apply on Assa AB’s (“supplier”) provision of the Service CLIQ Web Manager.
The Service CLIQ Web Manager is provided to customers entered into an agreement with the supplier or with an agreement with supplier´s reseller of physical keys, cylinders and PD’s, provided that the reseller has ordered from the supplier the Service CLIQ Web Manager for that customer.

1.Definitions

Unless the context or the circumstances obviously otherwise require, the following words and concepts shall be deemed to have the meanings stated below.

License 
The license provided by the supplier required to access and use the Service to be installed on a computer and a key updating device (Wall-PD).

Commencement Day of the Service 
The day on which the License is available to the customer.

Connection point 
The point or points where the supplier connects the Service to a general electronic communications network, except where otherwise agreed.

Customer’s Data 
Data or other information that the customer or user, or other person acting on behalf of the customer or user, makes available to the supplier, and the result of the supplier’s processing of data.

Customer’s Software
The third party software required for the customer to access and run the Service.

Group Company
Customer and all entities within the Territory which as from time to time are members of the same group (Sw. ”koncern”) as customer according to the definition in the Swedish, Danish and Norwegian Companies Act respectively.

Hardware Units
Physical keys, cylinders and key updating devices (PD’s).

Order
The order from the Reseller to the supplier for the customer´s right to use the Service.

Reseller
The company that has sold Hardware Units to the customer and that has ordered the Service from supplier to be provided to the customer.

Service(s)
The service to administrate keys that is made available via a public electronic communications network presently called the “CLIQ Web Manager”.

Setup Key
The physical key unit that is required, in addition to the License, to use the Service.

Specification
The Specification of the content of the Service that customer has access to through a domain address or otherwise as specified by the supplier, and subsequent amendments thereto agreed in writing.
Territory 
The territory of Sweden, Norway and Denmark respectively.

2.Supplier’s undertaking

  1. On the agreed Commencement Day of the Service, the supplier shall provide access to the Service at the Connection point by providing the License. The customer is aware that in addition to the License, a Setup Key is required to use the Service. The contents of the Service are set out in the Specification.
  2. The supplier shall carry out his undertakings in a professional manner. Except where otherwise apparent from the Specification, the Service shall be carried out in accordance with the methods and standards the supplier normally applies to this type of service.
  3. The supplier may engage sub-contractors for performance of the Service and other obligations under these general terms and conditions. The supplier has the same responsibility for work performed by sub-contractors for his own work.
  4. The supplier may provide the Service, in whole all or in part, from another country provided that the supplier otherwise fulfils the terms and conditions of these general terms and conditions. The servers used to provide the Service will be placed in a country within EU.

3.Customer’s undertakings

3.1In order for the supplier to be able to perform his obligations pursuant to these general terms and conditions, the customer shall be responsible for the following:

  1. The customer shall provide information for the supplier’s work when the Service is started, review documents and report on decisions and otherwise provide such regular information as is necessary for the supplier to carry out his obligations under these general terms and conditions.
  2. The customer shall be responsible for communications between the customer and the Connection point, and shall ensure that the customer has the equipment Customer’s Software, that is required for the performance of the Service. Such equipment and Customer’s Software shall be correctly setup as set out in the Specifications.
  3. The customer is liable for faults or non-conformities in the Customer’s Software and the subsequent non-availability for the Services.
  4. The customer shall ensure that (i) the Customer ’s Data  is free of viruses, Trojans, worms or other harmful software or codes, (ii) the Customer’s Data is in the agreed format, and (iii) that the Customer’s Data cannot, in any other way, harm or adversely affect the supplier’s system or the Service.
  5. The customer shall ensure that log-in information, security procedures, and other information, including the Setup Key and the License, provided by the supplier for access to the Service, is treated as confidential information in accordance with clause 12. The customer shall immediately inform the supplier in the event that any unauthorised person has obtained knowledge of information pursuant to this clause.

4.Delivery

  1. The License shall be delivered to customer as instructed by supplier.
  2. The supplier will deliver the License that is valid at least for the rest of the running year. Thereafter, supplier will deliver new Licenses valid for new relevant periods provided that customer has paid for the relevant period. The supplier will ensure that there is no time period without a valid License provided that the customer or the Reseller, as the case may be, has paid for the relevant period and the term for the Services is in force.
  3. The Hardware Units and other hardware are delivered to customer in accordance with customer’s agreement with the Reseller. Supplier has no responsibility for the Resellers obligations or performances related to the customer.

5.Changes to the Service

  1. The supplier may, without prior notification to the customer, make changes to the Service or the method of providing it, which naturally may not cause the customer more than minor insignificance.
  2. The supplier may make other changes to the Service or the method of providing it than those set out in clause 5.1, 3 months after notifying the customer to this effect. The customer may, at the latest when the change enters into force, terminate the Service with effect from the date the change enters into force, or such later day specified in the notice of termination, albeit not later than 3 months from the date the change entered into force. However, the supplier may not make any changes relating to any requirements for the Service, if supplier have specifically stated that they may not be changed.

6.The Customer’s use of the Service

  1. Except where otherwise agreed, the customer has a non-exclusive right to use the Service to administrate the agreed numbers of Hardware Units for which customer has purchased a right to, for use only within the customer and other Group Companies. The customer recognizes that a valid License and Setup Key are required in order to use the Service.
  2. The customer is responsible for its and other Group Companies use of the Service.
  3. The customer is required to follow any written instructions provided by the supplier for use of the Service. The supplier may, after the Commencement Day of the Service, change instructions provided in accordance with clause 5.

7.Limitation of access to the Service

  1. In those cases where the use of the Service entails harm or risk of harm to the supplier, the supplier is entitled to cut off or limit access to the Service. The supplier may, in so doing, not take any other action than is justifiable in the circumstances. The customer shall be notified about the limitation of access to the Service as soon as it is possible.
  2. Unless otherwise follows from a service level agreement, the supplier may take measures that affect the accessibility of the Service if this is required for technical, maintenance, operational or security reasons. The supplier shall take such measure promptly, and in such a way as to limit disturbances. The supplier undertakes to inform the customer within a reasonable period of time ahead of such measure and if possible arrange the planned measures at a time outside of normal working hours.

8.COMPENSATION, FEES AND PAYMENT CONDITIONS

  1. Order from Reseller

If the Services are provided to the customer according to an agreement between the Reseller and the customer fees and payment terms shall be agreed in that agreement and Reseller shall pay to the supplier for customer use of the Service. If the Services are provided according to an agreement between supplier and the customer clauses 8.2 - 8.5 shall apply.

  1. Fees

The customer shall pay compensation as of the Commencement Day of the Service for the Service provided by the supplier as set forth in the appendix. Service fee shall be invoice yearly in advance. Payments shall be made within 30 days from the date of invoice. The customer shall compensate the supplier for additional services pursuant to the supplier’s current tariff. In the event that an agreement has been reached on an hourly rate, invoices are raised on an à conto basis using the agreed hourly rates.
The fees are exclusive of VAT, other taxes and duties, and charges. Except where otherwise provided by the appendix, fixed fees shall be invoiced periodically in advance.

  1. Changes in fees

The supplier is entitled, as of each new calendar year, to change all the fees once a year in accordance with the changes in the Statistics Sweden's index: Labour Cost Index för tjänstemän (LCI tjm) preliminärt index, SNI 2007 kod J (Informations- och kommunikationsverksamhet), except where otherwise stated in the these general terms and conditions.

  1. Other compensation

Should the supplier be caused additional work or additional costs owing to circumstances for which the customer is responsible, the customer is liable to compensate the supplier for such additional work and such additional costs in accordance with the supplier’s current tariff.

  1. Delay with payment

In event of a delay in payment, default interest and other compensation shall be paid in accordance with law.
If the customer is late in making payment and the supplier has requested in writing that the customer shall pay the amount due, the supplier may, 30 days after a written request to the customer with reference to this clause, withhold further provision of the Service until the customer has paid all amounts due and outstanding.

9.Intellectual property rights

  1. The supplier and/or the supplier’s license provider are the owner of all rights including intellectual property rights to the Service and the programs it includes.
  2. The supplier is liable for ensuring that the customer’s use of the Service in the Territory does not infringe another party’s copyright, patent or other intellectual property rights. The supplier undertakes to defend, at its own expense, the customer against any claims or actions regarding infringement of a third party's rights due to the customer's use of the Service. The supplier shall also indemnify the customer for any costs or damages that the customer may become liable to pay as a result of a final judgment or settlement. The obligation by the supplier only applies if the customer has notified the supplier in writing of a claim or action within a reasonable time and the supplier has sole control over the defence against such action and the sole right to negotiate any agreement or settlement.  If a third party claims that the use of the Service infringes a third party’s rights, the supplier is responsible for ensuring that the necessary rights are obtained or that another program is acquired without additional cost, with as little disturbance as possible to the customer’s operations. Over and above what is stated in this clause, the supplier has no liability to the customer as a result of infringement of a third party’s intellectual property rights.

10.Rights to Customer’s Data, logs

  1. As part of the customer-supplier relationship, the customer has all rights to the Customer’s Data. Unless otherwise follows from these general terms and conditions, work in connection with transferring Customer's Data including personal data to the customer during the term of the Services is an additional service.
  2. In the event that the supplier keeps a log over use of the Service, data from the log may only be used by the supplier for what is required to perform the Service, except where otherwise agreed. The supplier shall give the customer access to information that the supplier keeps a record of with regard to use of the Service in accordance with this clause if this has been specifically agreed upon.

11.Personal data

  1. When processing personal data within the scope of the Service, the customer is the data controller and the supplier is the data processor. As data controller it is the customer's responsibility that personal data is processed in accordance with applicable legislation. The supplier undertakes that it will only process personal data in accordance with the general terms and conditions and the customer's written instructions. Where the requested action does not follow from the general terms and conditions, the supplier shall be remunerated for following the customer's written instructions. The supplier shall implement the agreed technical and organisational measures to protect the personal data. The supplier shall be prepared to comply with any orders issued by any governmental authority in accordance with law in relation to any measures required to fulfil the stipulated security requirements pertaining to the customer's personal data. Where the supplier incurs extra costs for complying with amended security requirements, the customer shall compensate the supplier for any such costs. The supplier shall immediately notify the customer upon discovering any completed or attempted unauthorised access to, destruction of or amendment to the customer's personal data.
  2. The supplier shall allow any inspections that a governmental authority may be entitled to require under law with regard to personal data processing. The supplier may charge the customer for any costs in connection with the implementation of such inspection.
  3. When using a subcontractor who processes personal data (a “subprocessor”), the supplier, as the customer's representative, shall sign an agreement with the subprocessor, according to which the subprocessor, as data processor, undertakes towards the customer to comply with the provisions of this clause 11. Where personal data will be transferred to a country outside of the EU/EEA, the supplier shall ensure that the subprocessor signs the EU's standard agreement clauses for transferring personal data to a third country. The supplier shall be entitled to sign the agreement as a representative of the customer. Prior to using a subprocessor for the processing of personal data, the supplier shall notify the customer of the subprocessors it intends to use and which country personal data will be processed in. On the customer's request, the supplier shall send the customer a copy of any agreements signed by the supplier under this sub-clause 11.3.
  4. Upon the expiry of term of the Services, the provisions of clause 17 shall apply in regard to personal data.

12.Confidentiality

  1. During the term of the Services and for a period of three years thereafter, each party undertakes not to disclose information to any third party regarding the other party’s activities which may be deemed business or professional secrets without the other party’s consent. Information which the party states to be confidential shall always be deemed to be a business or professional secret. The confidentiality obligation does not include such information which a party can prove has come to its knowledge in any other way than via the Service, or which is in the public domain. Nor does the confidentiality obligation apply when a party is statutorily required to disclose the information.
  2. A party shall ensure that confidentiality as set forth above is observed by obtaining confidentiality understandings from personnel, or other appropriate measures. Each party is responsible for ensuring that engaged sub-contractors and their employees who are affected by the Service also sign confidentiality undertakings having equivalent content in favour of the other party.

13. LiabIlity for Services

  1. In the event of a fault occurring in the Service for which the supplier is responsible, the supplier shall rectify the fault with such promptness as the circumstances require, if such is possible.
  2. In addition, where the customer is unable to use the Service to a significant extent as a result of a fault in the Service which has been caused by the supplier, the customer is entitled, for the period from when the fault was reported and while it has not been rectified, to revive a reasonable reduction of the fee for the Service.
  3. If the fault the supplier is responsible for under clause 13.1 has not been rectified with such promptness as the circumstances require and supplier has been negligent the supplier is liable in damages subject to the limitations set forth in these general terms and conditions.  Except as stated in clause 13  the customer is not entitled to any other compensation than correction of a fault, if possible.

14.Limitation of liability

  1. Should a party be prevented from fulfilling its obligations pursuant to these general terms and conditions owing to circumstances beyond the party’s control such as lightning, labour disputes, fire, amendments to rules issued by governmental authorities, intervention by the authorities, and faults or delays in services from sub-contractors due to such circumstances as are stated above, such circumstances shall constitute grounds for release involving a postponement of the time for performance and release from liability to pay damages and other penalties. If performance of a significant part of the Service is prevented for a period in excess of two months as a result of any of the above-stated circumstances, each party is entitled to cancel the Services without any liability to compensate the other party. In the event of cancellation of the Service pursuant to this clause, clause 17 will apply.
  2. Should a liability to pay damages arise, a party’s liability to pay damages per calendar year is limited to a total sum equal to 15% of the annual fee for the Service in question that is paid to the supplier by the customer or the Reseller, as the case may be. A party is not liable in any event for loss of profit or other indirect damage or loss, including any liability of the other party to compensate a third party. The supplier is not liable for any loss of data except to the extent the loss is caused by the supplier’s negligence in performing its agreed commitments regarding backup copying.  The limitation of liability in this clause 14.2 does not apply in the event of personal injury, liability arising under clause 12.1, liability in accordance with clause 9 or in the event of intent or gross negligence.
  3. Any claims for damages under these general terms and conditions shall be submitted not later than 3 months after the customer becomes aware of the basis for the claim, however never later than 6 months from the expiration or termination of the Service.

15.Term of the Service

  1. The Service shall be provided from the Commencement Day of the Service and shall be in force as long as there is a valid License in force and provided that there is a running agreement between customer and or supplier, or a running Order if there is an agreement between the Reseller and the customer.
  2. The secrecy provisions of these general terms and conditions in clause 12 shall continue in effect between the parties regardless the Service is terminated.

16.Termination in advance

  1. Each party is entitled to terminate the Services:
  1. if the other party materially breaches its obligations under these general terms and conditions and such party has not rectified the breach within 30 days after written request has been sent to the other party with reference to this clause, or
  2. if the counterparty is placed in bankruptcy, enters into negotiations regarding a settlement, or is subject to a financial reconstruction, or is otherwise insolvent.
    1. The terminating party is entitled to give notice of termination of the Service with effect on the date stated in the notice, however not later than three months from the date of notice of termination.
    2. Notice shall be given in writing for it to be valid.
    3. In case a Reseller entered into the agreement with the customer, the supplier is entitled to terminate the Service if supplier does not receive timely payment from the Reseller for the customer’s use. Supplier shall give 30 days of notice to both customer and Reseller before such termination.

17.Winding up the service

  1. Upon termination of the Service the Customer’s Data shall immediately be returned, when so applicable, to the customer or to a party nominated by the customer, and those parts which exist in electronic form shall, at the customer’s request that shall be made at the latest 60 days from the termination of the Service, and to a reasonable extent be returned in electronic form in accordance with the customer’s instructions. To a reasonable extent, the supplier shall, in the form of an additional service, also assist the customer if the customer himself is to implement the transfer of the operations to or from another company nominated by the customer in order to obtain a service corresponding to the Service with the minimum of disturbance to the customer. After the transfer of the Customer’s Data or if the customer has not requested such transfer, the supplier shall, after the expiry of the 60-day period referred to above the supplier shall delete or render anonymous the Customer’s Data. The supplier shall be entitled to reasonable compensation for such work in accordance with the supplier’s current tariff. The customer’s liability to replace investments only comes into effect if the customer has requested such an investment.

 

18.Communication

  1. Notice of termination or other communications shall be sent via courier, registered letter, or e-mail to the parties’ contact person at the numbers/addresses provided by the parties.

Notices are deemed to have been received by the other party:

  1. at the time of delivery, if sent by a courier;
  2. 5 days after dispatch if sent by registered letter;
  3. at the time the electronic message arrived at the recipient's electronic address, if sent by electronic message.

19.Transfer of the Service

  1. This rights and obligations under these general terms and conditions may not be transferred without the consent of the other party.
  2. However, the supplier may, without requiring the customer’s consent, transfer the right to receive payment under the terms of this agreement, if the agreement is entered into between supplier and customer.

20.Applicable law, disputes.

  1. Any dispute, controversy or claim arising out of or in connection with these general terms and conditions, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).
  2. 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, that the 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. The seat of arbitration shall be Stockholm.
  3. These general terms and conditions shall be governed by the substantive law of Sweden.