General terms and conditions for Egreement's Web-based service

  1. General

    1. These general terms and conditions (the ”Terms”) are entered into by and between Egreement AB, corporate ID no. 556700–4394, with registered office at Bryggargatan 6A, 111 21 Stockholm (”Egreement”) and the “Client” (which refers to such company that has registered an account on Egreement's website). The Client and Egreement may also be referred to individually as a “Party” and collectively as the “Parties”.

    2. When the Client registers an account on Egreement's website, the Client enters into an agreement with Egreement (the "Agreement") that the Client shall, in accordance with these Terms, be given access to Egreement's internet-based service, including any new versions and updates thereof (the "Service"). These Terms form an integrated part of the Agreement. These Terms also apply to any additional services, unless Egreement has provided other terms for such services. In the case of a test account, these Terms shall apply in applicable parts.

    3. What is stated in these Terms shall always apply unless otherwise agreed in writing between the Parties. The Terms also apply, in applicable parts, to the persons who represent the Client and / or have been authorized to log in to the Client's account on Egreement's website ("Users").

  2. The Service

    1. The Service is provided via the website and its adjoining webpages (the “Website”), to which the Client gains access by logging in to the Client’s account.

    2. Provided that the Client fulfills its obligations under the Agreement (including the terms stated on the Website), the Client is granted a non-exclusive and non-transferable right to use the Service in the Client's own business operations with the restrictions stated in the Terms during the term of the Agreement. The Service applies to the number of Users and agreements that the Client has chosen when entering into the Agreement through the Website.

    3. The Service includes the functions and the service that Egreement at any given time provides as described on the Website and includes, but is not limited to, that the Client can submit offers, sign agreements electronically and identify individuals with electronic ID. By logging in to the Client's account using electronic ID, the Client gains access to these functions. The Client can thereby use the Service to enter into agreements with its customers.

  3. Terms of access to the Service

    1. The Client undertakes to comply with these Terms, and with such other terms and conditions, instructions and provisions governing the use of the Service as Egreement may specify at any given time, or as otherwise prescribed by the Website, the Service or the instructions provided to the Client by Egreement. The Client is also responsible for ensuring that Users consent to and comply with these Terms.

    2. In order to gain access to the Service or to a certain version of it, the Client may be required to install certain tools such as e.g. a certain software program. The Client is responsible for ensuring that it has such software, hardware and similar tools as may be required in order for the Service to work and Egreement provides no support for or in relation to such tools.

    3. The Client shall ensure that no one other than the Client or its Users is able to use the Client’s electronic ID or username or password (“Login Credentials”). The Client may not disclose its Login Credentials to any unauthorised person, and shall ensure that documents containing information about Login Credentials are stored in such a way that unauthorised persons are not able to gain access to such information. The Client shall immediately notify Egreement of any suspicion that an unauthorised person may be aware of the Client’s Login Credentials, or in the event of suspected unauthorised use of or attempted unauthorised use of the Client’s Login Credentials, or other security breaches.

    4. Egreement is not liable for any losses occurring as a consequence of unauthorised use of a Client’s Login Credentials or user account, unless Egreement is guilty of negligence. In addition, the Client shall be required to comply with requirements imposed by electronic ID issuers, which may entail, for example, that the Client must protect its electronic ID and the associated password.

  4. Functionality and availability

    Egreement provides the Service as a service to the Client and endeavors to ensure that it always functions in a flawless manner and functions with the standard web browsers available on the market. However, temporary interruptions and downtime may occur. At times, certain features may also be unavailable. Terms and conditions regarding functionality and availability can be found in a separate Service Level Agreement.

  5. Prices and payment

    Egreement invoices the Client for the fees for the Service, and associated services and functions that may apply, as stated on the Website. Unless otherwise stated on the Website, payment shall be made quarterly in advance. Payment terms are fifteen (15) days from the invoice date. In the event of late or incomplete payment, Egreement is entitled to default interest in accordance with the Interest Act (Sw. Räntelagen (1975: 635)) as well as a reminder fee and/or collection fees in accordance with applicable laws.

  6. Term and termination

    1. The Agreement applies from the time the Client enters into the Agreement with Egreement and for the duration that the Client has chosen on the Website (normally one year). If the Agreement is not terminated with six (6) months’ prior written notice, the Agreement will be extended for one (1) more year at a time.

    2. Egreement shall be entitled to terminate the Agreement with immediate effect or to temporarily suspend the Client from the Service if the Client:

      1. fails to comply with the requirements for holding an electronic ID specified by the electronic ID issuer;

      2. utilises the Service in an improper manner by entering into contracts contrary to law or good practice, by disseminating information that may be considered illegal, by committing illegal acts on the Internet or interconnected networks, or by using the Service in a manner that causes Egreement considerable inconvenience;

      3. materially violates this Agreement or other guidelines issued by Egreement with regards to the Service on the Website;

      4. is in default of payment by more than one (1) month; or

      5. is bankrupt, insolvent, or if it is otherwise clear that the Client is attempting to avoid paying incurred debts to Egreement.

  7. Contract templates

    1. As part of the Service, Egreement may provide contract templates that the Client is entitled to utilise when submitting bids or entering into contractual agreements via the Service.

    2. Egreement disclaims liability of any nature whatsoever for these contract templates. Egreement is not liable for ensuring that the contract templates are in compliance with applicable law, or for ensuring that they are suitable for the type of contractual agreement that the Client wishes to enter into. The foregoing limitation of liability shall apply irrespective of whether the contract templates are provided directly by Egreement or in cooperation with another company. The Client may not use these contract templates for any other purposes than entering into contractual agreements via the Service.

  8. Personal data and data management

    1. Egreement cares about the privacy of the Client and Users and therefore exercises care in its processing of personal data. Egreement processes personal data in the manner described in Egreement's privacy policy as applicable at any given time. Egreement and the Client have entered into a separate personal data agreement that regulates all situations where Egreement processes personal data on behalf of the Client.

    2. Egreement has the right to collect and use information stored in the Service, in aggregated or anonymised format (which shall not contain personal data) for statistical and/or business development purposes.

  9. Intellectual property rights

    All content on the Website, including any agreement templates provided via the Service, as well as any intellectual property rights and technical rights attributable to the Service and the software, services and functions included in the Service and all associated improvements (including customisations) belong to Egreement or its licensors. The content on the Website, including any content in the Service, is protected by law with respect to copyright, marketing and trademarks. This means that software, trademarks, company names, product names, photos, images, graphics, design, layout and information about products or services and any other content may not be copied or used without the written consent of Egreement.

  10. Confidentiality

    1. Egreement shall handle information which the Client has stored in the Service (“Client Data”) with confidentiality and ensure that employees only have access to the Client Data if it is necessary to perform the Service, e.g. support- and maintenance (“need to know basis”). Egreement shall ensure that only employees who need access to Client Data to fulfil Egreement’s obligations under the Agreement are given technical access to Client Data.

    2. Each Party undertakes, during the term of the Agreement and thereafter, to not without the written consent of the other Party disclose to third parties (whether oral or written, electronic or other form), information about the other Party's activities that may be considered as trade secrets or otherwise use such information for any purpose other than the Party's performance of its obligations in relation to the other Party. Trade information, information regarding pricing and any information that the other Party has stated as confidential shall always be considered as trade secrets and therefore confidential. The following is exempted from the confidentiality undertaking:

      1. information that is or has become generally known without the receiving party having violated this Agreement;

      2. information from third parties without confidentiality undertaking that is generally known to the receiving party;

      3. information that is not subject to a confidentiality undertaking which was known to the receiving Party prior to receipt by the disclosing Party;

      4. disclosure or use of information required by law, regulation or by a regulatory authority. In the event of such disclosure, the disclosing Party shall, if possible, notify the other Party before such disclosure takes place; or

      5. disclosure to advisors who are in turn bound by confidentiality.

    3. Each Party is responsible for compliance with this confidentiality undertaking by its respective subcontractors, consultants and employees. The confidentiality undertaking under this section applies during the term of the Agreement and for a period of three (3) years after the Agreement has expired. The confidentiality undertaking for Client Data shall apply for an indefinite period of time.

  11. Limitation of liability

    1. Egreement shall not be responsible for:

      1. damage caused by an event beyond Egreement's control, such as data breaches, faults due to the Client, faults in the Client’s equipment or any other condition on its part, government action, severe weather conditions, sabotage, strike, war, accident, power outage or delay in external grid, mobile or telephone connection;

      2. the agreements entered into through the Service (or the content thereof), contract templates that Egreement provides within the framework of the Service or any other actions taken through the use of the Service;

      3. consequential damage, such as the consequences of the offers, files or similar for which the Client uses the Service, or indirect damages, such as loss of data, loss of profit, loss of revenue or goodwill or expected savings, loss due to interruptions of business, the Client’s possible liability to third parties or indirect losses of any kind;

      4. services or systems provided by third parties, such as internet connection or systems with which the Service is integrated, or connections between the Service and these; or

      5. that the Service is in any respect incorrect or inappropriate in relation to the Client's operations or the Service's expediency in any other respects.

    2. Egreement shall not be liable for any loss or damage arising out of the Client’s recklessness or negligence (including if the Client has used the Service in such a manner that is not in accordance with any applicable instructions from Egreement). Egreement shall under no circumstances be responsible for errors, damage or claims in excess of the price for the Service paid by the Client during the twelve (12) months prior to the time of the damage.

    3. Egreement is not liable for damages unless the Client notifies Egreement in writing within a reasonable time from when the Client discovered or should have discovered the actual damage or loss, but never later than six (6) months from the time the damage occurred.

    4. The Client is solely responsible for assessing whether any agreed integration of the Service into the Client’s own environment meets the Client’s needs and wishes. Egreement is not liable for any consequences resulting from the use of the Service, for example due to the fact that the Service is incorrect or inappropriate in any way in relation to the Client’s business operations, or for the Service’s suitability in other respects. Egreement may of course help the Client to find any information that is made available through the Service.

  12. Force majeure

    1. Either Party shall be released from liability for failure to fulfill an obligation under this Agreement to the extent that performance is prevented by circumstances beyond the control of the Party, such as Internet limitation or slow connection; power outages; network intrusion; lawsuits; pandemics; labor disputes; loss of communications; mobilisation or large-scale military recruitment; ordinances; rationing of fuel, goods or energy; and defects and delays in deliveries from subcontractors caused by any Party outside the Party´s control provided that the other Party is notified immediately.

    2. The Parties have the right to terminate the Agreement if force majeure continues or will obviously continue for more than sixty (60) days.

  13. Miscellaneous

    1. Egreement may at any time change the Terms, the Service and fees and payment for the Service, as well as the content of the Website. The Client will be informed of significant changes to the Terms when the Client has logged in to the Service through the Website. These changes will take effect thirty (30) days after the Client has been notified of such change. However, this does not apply if the significant change is a result of changes in law, constitution or by the decision of an authority and which means that the change must apply immediately.

    2. The Agreement may not be transferred to a third party without the other Party's prior written consent. However, Egreement has the right to transfer the Agreement to a third party if it takes place in connection with the transfer of Egreement's operations or part thereof. Egreement also has the right to transfer the Agreement to companies within the same group as Egreement.

    3. Egreement may assign or transfer its rights or obligations under the Agreement without the Client's prior written consent.

    4. Egreement issues notifications under these Terms via the Website.

  14. Applicable law and disputes

    1. The Agreement, including these Terms, shall be governed by and construed in accordance with Swedish law.

    2. Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”).

    3. The Rules for Expedited Arbitrations shall apply unless the SCC Institute in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.

    4. The seat of arbitration shall be Stockholm. The language of the proceedings shall be Swedish. All information and documentation disclosed, filed or issued during such proceedings and all decisions and arbitration awards shall be treated in the strictest confidence and shall not be used for any purpose other than the proceedings in question or the enforcement of such decision or arbitration.

    5. Regardless of what has just been said, Egreement shall always have the right to apply for a payment order or bring an action regarding non-payment in a general court.

These Terms were established by Egreement on 18th October 2021.