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These Terms & Conditions is a legal agreement between 2c8 Business Solutions AB (hereinafter “2c8”, or “we”) and a CUSTOMER organization (hereinafter the “CUSTOMER”, or “you”). Together, 2c8 and the CUSTOMER forms the “PARTIES”. This agreement is applicable to all software products and services, together called “2c8 Apps”, or the “Software”, unless stated explicitly in this agreement.
Clarification regarding the terms “CUSTOMER” and “USER” as mentioned above:
“CUSTOMER” – The organization that pays to use the Software.
“USER” – The individual in the CUSTOMERS’s organization who uses the software for the intended purpose.
The PARTIES should act as follows:
2c8 hereby grants to the CUSTOMER, against a yearly payment of the agreed fee, a non-exclusive, non-transferable, and non-assignable right to use 2c8 Apps and all end user documentation necessary for such use. When the CUSTOMER stops paying the annual fee, the right to use 2c8 Apps ends.
This agreement is in all parts, where not otherwise specifically stated, also applicable to CUSTOMERS who use 2c8 Apps for testing or demonstration purposes, who use any temporary software modules or any software for which 2c8 does not receive a payment for the software usage. In the case the CUSTOMER uses the Software in any other way than stated above, 2c8 has the right to invoice the current Software price.
All title, copyright, trademark, and other proprietary rights pertaining to or arising from the Software and the documentation referred to above in this section shall remain with 2c8. Without prejudice to the generality of the aforesaid, the CUSTOMER shall not have, under any circumstances, any right to make copies or reproduce in any medium or in any manner or adapt or modify or translate or decompile or in any other way create derivative products of the Software except as provided under the applicable mandatory laws or in this agreement. Official 2c8 Software products, 2c8 services, and all related materials are always written in English but can be provided in other languages.
The initial period for the agreement is normally one year from the commencement date and possibly subsequent years as shown in the order. The fee for the usage of 2c8 Apps will be invoiced in advance. The length of the invoicing period is normally one year but can vary depending on the type of subscription and/or support agreement chosen by the CUSTOMER at sign-up.
Updates and support are provided with an initial period of one year from the commencement date of the order and possibly subsequent years (first period) chosen by the CUSTOMER at sign-up. At the end of this first period, the subscription or the support agreement is automatically extended for another twelve consecutive calendar months unless one of the parties thereto gives a written notice of intention to not renew the subscription or the support agreement at least 90 days before the end of the current period.
Unless this Payment agreement is properly terminated as stated above, CUSTOMER shall promptly pay the total annual fees, according to the at present time valid pricelist. Payment term is 30 days net. 2c8 may choose to assign the right to invoice the CUSTOMER for the fees to its authorized reseller or representative.
2c8 may choose to annualize the payment terms in future periods such that all agreements between the CUSTOMER and 2c8 will have a common anniversary date. The payment fee will be prorated to reflect any period different than one year. 2c8 shall be entitled to adjust the annual fee by notifying the CUSTOMER of the change via e-mail, given that the customer has provided us with correct contact details, at least one-hundred-and-twenty (120) days before the expiration of the current payment period. 2c8 agrees to provide the update service for the Software for a term of one year from the effective date of the purchase of the update service, as follows:
During the payment term, 2c8 shall supply the CUSTOMER with all released updates, defined as error corrections, modifications, enhancements, patches, fixes, alterations, or revisions to the Software and Documentation at no additional cost or charge, exclusive of reasonable charges for shipping and handling.
The CUSTOMER can cancel the subscription/support agreement at any time. The CUSTOMER will have access to their subscription and the software until the end of the invoicing period unless a shorter time period is requested by the CUSTOMER.
Payments are non-refundable, and 2c8 does not provide refunds or credits for any partial periods.
2c8 provides the CUSTOMER certain software updating (Update service) to the Software, to which the CUSTOMER is entitled as part of the yearly payment for the usage of the software.
All released updates, defined as error corrections, modifications, enhancements, patches, fixes, alterations or revisions to the Software and Documentation will be provided by 2c8, to the CUSTOMER, for as long as the CUSTOMER pays the yearly fee as set out in the section 1. Software Usage and Ownership.
Released updates will be provided to the latest version, as defined in the section Versions, of the Software. Therefore, if the CUSTOMER is not running the latest version of the Software, there may be no released updates to the CUSTOMER’s version of the Software. The CUSTOMER is in such cases required to install the latest version to be entitled to the released update.
The CUSTOMER is required to install all updates, as defined above, to continue using the Software. The installation of such updates shall be carried out within 18 months from the release. Releases older than 18 months are not supported and will receive no updates.
2c8 are not obligated to produce specific updates at the request of the CUSTOMER but if such an update is produced and released, the CUSTOMER is entitled to it.
2c8 will release updates as Versions of the Software. Versions are numbered with three parts, Major, Minor, and Patch, forming a version number. The latest version of the Software is the version with the largest Major part. If multiple versions have the same Major part, the latest version is the version with the largest Minor part. If multiple versions have the same Major and Minor part, the latest version is the version with the largest Patch part.
2c8 agrees to release updates to the latest Version of the Software.
During the payment term, the CUSTOMER will give 2c8 a written notice of any deficiency or dysfunction in, to or with the Software (“Error Notice”). In conjunction with an Error Notice, the CUSTOMER will provide the following data where necessary:
a) The operating conditions under which the defect/dysfunction occurs (including the specific hardware and software configuration),
b) A description of what occurs versus what should have occurred,
c) A representative example of inputs for repeating and analyzing the defect/dysfunction, including, but not limited to, database backups.
2c8 agrees to provide support for as long as the CUSTOMER pays the fees as set out in the section Payment agreement.
Support is available during Swedish workdays, 9 am-12 pm and 1 pm-4 pm UTC+1, adjusted for summertime when applicable.
Support is limited to services and products delivered by 2c8. Hosting services provided by the CUSTOMER, or a third party is not covered by the Support. 2c8 can provide support for such services as a separate add-on service, granted that the CUSTOMER’s version is of the latest [major].[minor] and that the CUSTOMER meets the system requirements determined by 2c8.
For services that are not part of the yearly subscription/support fee the CUSTOMER will be responsible to pay 2c8’s normal charges and expenses for time or other resources provided by 2c8 for consulting services, installation, including but not limited to, technical guidance, compatibility analysis and customized instructions. For current fees, costs and expenses the CUSTOMER shall contact 2c8 or 2c8’s authorized resellers or representatives.
The Software is provided AS IS. This limited warranty extends only to CUSTOMER as the original USER. The CUSTOMER acknowledges that software, in general, is not free of errors and agrees that the existence of such shall not constitute a breach of this agreement. Software errors are defined for the purpose of this agreement as any error in the Software that substantially affects the Software’s performance.
In no event does 2c8 warrant that the Software is error-free or that CUSTOMER will be able to operate the Software without problems or interruptions. In the event that the CUSTOMER discovers an error and notifies 2c8 of such within three (3) calendar months of the delivery of the Software, 2c8 shall use reasonable endeavors to correct the error, provided that the error is not due to any modification, variation or addition to the Software not performed by 2c8 or by the incorrect use, abuse, or corruption of the Software or by use of the Software with other software or on equipment with which the Software is not compatible.
The above warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules, or any software for which 2c8 does not receive payment of the Software price. All such software products are provided AS IS without any warranty whatsoever.
Although 2c8 does not warrant that the Software delivered under this agreement shall be free from all known viruses 2c8 has used commercially reasonable efforts to check for the most known viruses prior to packaging, but the CUSTOMER is solely responsible for virus scanning the Software. 2c8 is entitled to determine, at its discretion, whether to repair, replace or provide a credit for the defective Software. For those products, which include Software, 2c8 may cure an error by an error correction or avoidance action. In no event, and due to the nature of programs no guarantee is given of uninterrupted or error-free running or that all errors can or will be rectified by error correction or avoidance action.
2c8’s obligation under the above warranties shall be its sole liability, and 2c8 shall have no other liability whatsoever, whether in contract, tort, or otherwise, as regards the quality, fitness for purpose, or merchantability of the Software or for any loss or damage, and all other representations, conditions, warranties, and terms whether express or implied, statutory or otherwise are hereby excluded save to the extent that the same are not capable of exclusion at law.
2c8 offers services where 2c8 agrees to install, maintain, and keep up to date any software required to run the service. Services offered under a hosting agreement include, but are not limited to 2c8 Portal, 2c8 Approve and 2c8 Server. 2c8 agrees to keep any data associated with hosted services secure and to protect its integrity and durability.
To provide the security required the CUSTOMER agrees to not inspect any traffic from the CUSTOMER’s network to the hosted service. This includes but is not limited to SSL Proxy mechanisms. Actions taken by the CUSTOMER enabling the inspection of inbound or outbound data transfer entirely invalidates 2c8 Business Solutions AB’s responsibility of keeping the data secret. Such data includes, but is not limited to, usernames, user identifiers, passwords, and telephone numbers. Traffic sent from the CUSTOMER’s network to a hosted service will, in the case of inspection mechanisms, be sent through an untrusted third party, such as an SSL Proxy provider. 2c8 can therefore not guarantee that data sent by such means stay secret. 2c8 waives all responsibility for any and all data compromised after the first connection established via inspection mechanisms is made. Once an inspection mechanism has taken effect, any compromised data is entirely the responsibility of the CUSTOMER.
In order to provide the security required, 2c8 agrees to use industry-standard algorithms, key exchange mechanisms, and protocols, and to adhere to industry-standard best practices.
To provide data integrity and data durability, 2c8 agrees to continuously backup data stored in hosted services and to continuously test backup procedures to ensure that made backups are restorable.
To be able to use hosting services, the CUSTOMER agrees to provide the following:
All hosting services provided by 2c8 are run on Microsoft provided servers in accordance with the GDPR. For CUSTOMERs outside the EU/EEA, a different location may be provided.
2c8 agrees to having a 99.6% availability of hosted services during the same hours as put forth in section Updates and Support / Support.
If the CUSTOMER requires other operating conditions, 2c8 may offer the following at a fee:
Alterations and additions to or in connection with the Software may only be carried out by 2c8 or 2c8 authorized resellers or representatives and no liability whatsoever shall be accepted by 2c8 for any alterations or additions carried out by others than 2c8 nor for any effect on the Software.
Customizations of the Software to the extent and scope defined in the end user documentation are allowed and are in accordance with this agreement and are not in breach of the copyright of 2c8 Software. No copyright or other Intellectual Property Rights are affected or transferred in making the customizations. No liability whatsoever shall be accepted by 2c8 for any customization of the Software nor for any effect such customizations may have on the Software or the support thereof.
The CUSTOMER can demand the right to translate the Software to other languages or otherwise alter text in the Software. Such translation and alterations shall be approved by 2c8 with written notice. The Customer is obliged to provide 2c8 with all sources for the translation or alteration, and 2c8 shall be given full copyrights to the material, including but not limited to usage, alteration, and distribution.
Neither of the PARTIES shall disclose to a third party nor use for any purpose other than for the proper fulfillment of the obligations under this Software Subscription information received from the other Party in whatever form under or in connection with this the Software without obtaining the other Party’s written permission thereto. The PARTIES expressly acknowledge not to publish or disclose the existence or terms of this agreement to any third party without a prior written consent of the other Party, except that as may be required by applicable mandatory law. 2c8 is allowed to add CUSTOMER’s name and logo to the reference list of Software users.
The foregoing undertaking shall not apply to any such information which
(a) was in the public domain at the time of the disclosure of such information or later became part of the public domain without breach of these confidentiality obligations;
(b) was in the possession of the Party receiving confidential information prior to the disclosure;
(c) the receiving Party can demonstrate as having received from a third party and such receipt does not constitute a breach of any confidentiality undertaking of the third party; or
(d) can be shown to have been independently developed by personnel of the receiving Party having no access to the information. Without prejudice to the generality of the aforesaid, each Party agrees to protect the confidentiality of the information at least with the same due care it exercises with respect to its own confidential information and business secrets. The obligations set forth in this clause shall apply for a period of five (5) years as of the date of the disclosure of the information in question, regardless of an earlier expiry or termination of this agreement.
2c8 warrants that the Software does not infringe on any third-party rights and copyrights of any kind. This warrant is not valid for any graphical changes, modifications, alterations, translations or other changes initiated by the customer.
2c8 shall be notified immediately when claims are submitted of the abovementioned nature, and 2c8 shall be entitled to take legal actions at own expense or settle any case out of court in connection with such alleged infringements. 2c8 shall be given the right to choose legal actions and control the legal process. The absence of the above stated notification, or/and the CUSTOMER does not take actions decided by 2c8, all rights to indemnification will be void. 2c8 shall be entitled to either obtain the right of continued use of such IPRs, or to make program changes to the effect that such infringements discontinues, or to terminate this Software Subscription with immediate effect and to return all subscription fees paid the last 12 months by the CUSTOMER, which is the exclusive remedy in this effect.
2c8 shall not be responsible for the non-performance of its obligations under this agreement if performance becomes impossible or unduly burdensome due to events that are not foreseeable and which are beyond the responsibility and control of 2c8: i.e., events of force majeure such as, but not limited to, partial or total strikes, either internal or external, lock-outs, inclemency, epidemic, blockage of means of transport, communications, or supply for whatever reason, earthquake, fire, storm, flood, water damage, and governmental or legal restrictions.
Without prejudice to other rights or remedies possibly available, either Party may, by notice in writing, terminate this agreement with immediate effect if the other Party is in material breach of its obligations under this agreement and either that breach is incapable of remedy, or the other Party shall have failed to remedy its breach within one (1) calendar month after receiving written notice requiring it to remedy that breach. 2c8 may furthermore terminate this agreement with immediate effect if
(a) the CUSTOMER becomes incapable of meeting its debts as they fall due,
(b) the CUSTOMER suspends its business,
(c) liquidation, bankruptcy, winding up, or reorganization proceedings against the CUSTOMER or its assets have been petitioned for or initiated,
(d) the CUSTOMER proposes or undertakes a debt arrangement with its creditors or anything equivalent in effect, or
(e) the CUSTOMER applies for or consents to the appointment of a receiver or trustee of a substantial part of its assets. In the event this Software Subscription is terminated, the CUSTOMER shall return the Software and any new releases thereof and all documentation and materials related thereto or certify to 2c8 that such has been expunged from the CUSTOMER’s systems and destroyed.
This agreement shall be governed by and construed in accordance with the laws of Sweden. Any dispute or controversy arising out of or relating to this agreement shall be referred to and determined by arbitration in accordance with the Swedish Act on Arbitration. The arbitration shall be held in Stockholm, Sweden, and the arbitration proceedings shall be conducted in the English language. The arbitral tribunal shall consist of one (1) sole arbitrator, who shall be appointed by the Board of Arbitration of the Central Chamber of Commerce of Sweden.
The Software may not be assigned by the CUSTOMER without the prior written consent of 2c8. Any assignment in violation of the provision hereof shall be void. All the terms and provisions of this agreement shall be binding upon and be enforceable by the respective legal successors and assignees of the PARTIES. No assignment, whether in breach or in accordance with this agreement, shall release the assignor from its obligations hereunder.
All notices required by this agreement to be given by either Party to the other Party shall be in writing and sent by registered mail, fax or e-mail and shall be addressed to the contact address specified in the Purchase Agreement. No amendments, changes, revisions, or discharges of this agreement, in whole or in part, shall have any force or effect unless set forth in writing and signed by the PARTIES hereto.
If any section or lesser provision of this agreement is held invalid for any reason or for any purpose, such invalidity shall not affect other sections or lesser provisions of this agreement, in spite of the exclusion of the invalid provision, the agreement can be given effect in line with the basic intentions of the PARTIES, and to this end, the sections and lesser provisions of this agreement are declared to be severable.
No term or provision hereof shall be deemed waived, and no breach excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented.
All provisions in the Order/Purchase Agreement shall be directly and automatically applicable to this agreement to the extent that this agreement does not contain anything specifically to the contrary. In the event of a conflict between any provision of this agreement and in the Order/Purchase Agreement, the provision of this agreement shall prevail.
Headings are used in this agreement for convenience only and shall not affect any construction or interpretation.