License agreement — General terms and conditions
This license agreement (hereinafter referred to as the “Agreement”), has been entered into by and between
1.1. BoardClic AB, reg. no. 559152-7063, Grev Turegatan 18, SE-114 46 Stockholm, Sweden (hereinafter referred to as the “Licensor”), and
1.2. The licensee registered (hereinafter referred to as the “Licensee”).
The Licensor and the Licensee are jointly referred to as the “Parties” and separately as a “Party”.
2.1. The Licensor provides services to analyse and evaluate board of directors, CEO and management team (hereinafter referred to as the “Service”). The Service consists of a SaaS (Software as a Service). This means that the Licensor provides the Service online. The description of the Service follows from the Licensor’s public website.
2.2. The Service is provided through the Licensor’s self-service site. The Licensee may at the self-service site decide the number of users. The fee may depend on the number of users. The Licenseee may also, after this Agreement has been entered into, increase the number of users and/or increase the services to be provided by the Licensor.
2.3. This Agreement shall apply to the provisioning of the Service by the Licensor and the Licensee’s usage of the Service.
2.4. In addition to the Service, consulting services may be part of the assignment. When providing the consulting services, the Licensor will be working together with Lagercrantz Associates Board Services, a company within the same group as the Licensor. In order for the companies to provide the services, confidential information received from the Licensee may be exchanged. The Licensee accepts that confidential information is exchanged between the two group companies.
3. RIGHT OF USE
3.1. The Licensee obtains a non-exclusive, non-transferable and revocable right to use the Service in accordance with this Agreement, as from time to time amended.
4. AVALIABILITY OF THE SERVICE AND OPERATING ENVIRONMENT
4.1. The Service shall become available to the Licensee not later than 14 days after this Agreement has been entered into.
4.2. The Licensor tries to continuously improve the Service and the Licensee has the right, at its own discretion, to make reasonable changes to the Service during the term of the Agreement. The Licensor shall inform the Licensee of any substantial change in the Service before the change becomes effective.
4.3. The Licensor shall ensure that the Service is available to the Licensee 24 hours per day during the term of the Agreement. The Licensor does not guarantee that the Licensee’s usage of the Service is without interruptions or errors.
4.4. The following disruptions in the uptime do not amount to the the Licensor’s failure to provide the Service.
4.4.1. Planned disruptions – for instance preventive maintenance, updates, or any other planned disruption in the Service.
4.4.2. Unplanned disruptions – that is caused due to, for instance, unforeseen disruption in the Service, software failure, viruses, attack on security, emergency, or any other circumstance that demands the Licensor’s immediate maintenance.
4.4.3. Other disruption – that’s is caused due to circumstance beyond the Licensor’s reasonable control, such as communication errors on internet or other private or public networks that is used to access the Service, disruptions as a result of failure in the Licensees equipment or software, error in an application or adjacent system or errors in other products or services or products from a third party or failure from the Licensee to fulfill an undertaking according to the Agreement.
4.5. The Licensor shall create backups of data provided by the Licensee at reasonable intervals.
4.6. If the Licensor fails to provide the Service as agreed, the Licensor’s sole responsibility shall be to, at the Licensor’s own cost, take reasonable measures to promptly remedy the provision of the Service. However, should the Licensee not be able to use the Service for a period longer than one week, the Licensee has the right to receive a reduction of the fee corresponding to the time during the term of the Agreement that the Licensee has not been able to use the Service. The Licensee shall not have the right to damages or any other claim towards the Licensor due to failure to provide the Service.
4.7. The Licensor is not responsible for usage of the Service in a way that is in conflict with the Licensee´s instructions.
4.8. The Licensor may use subcontractors to provide the Service and other commitments according to the Agreement. The Licensor is responsible for the work provided by the subcontractors as if the work had been provided by the Licensor.
5. TECHNICAL SUPPORT
5.1. The Licensor shall provide technical support on weekdays (that is not a public holiday in Sweden) from 09.00 – 17.00. Support means support by telephone or e-mail regarding technical or operational issues in order to try to remedy disrupting errors and failures in the Service.
6. LICENSEE DATA
6.1. When using the Service, the Licensee, or a person authorized by the Licensee, provides data to the Licensor as part of the Service (hereinafter referred to as “Licensee Data”). The Licensee Data is, together with other information, used as a base to provide the Licensee with reports as part of the Service.
6.2. The Licensee Data may be freely used by the Licensor on an anonymized basis. The Licensee Data is used to improve the Service and similar services provided by group companies of The Licensor.
7. PROCESSING OF PERSONAL DATA
7.1. The Licensee Data may include personal data.
7.2. When personal data is processed in relation to the Service, the Licensee is the controller of the personal data and therefore responsible for that processing of the personal data is in compliance with applicable data protection regulation.
7.3. The Licensor is the processor of the personal data and and shall only process personal data to provide the Service according to this Agreement, any specified instruction from the Licensee and to comply with applicable data protection regulation
7.4. The Licensor shall, as soon as processing of personal data no longer is required to provide the Service, anonymise the data in such a way that the data subject is no longer identifiable. The personal data shall be anonymized not later than five (5) years after the Licensee has ceased to license the Service.
7.5. The Licensor shall take technical and organisational measures to ensure that personal data is protected in relation to the present risks and according to applicable data protection regulation. Personal data shall be kept confidential.
7.7. The Licensor shall assist the Licensee in fulfilling its obligations according to applicable data protection regulation and promptly notify the Licensee in cases of data breach.
7.8. The Licensor shall comply with inspections and audits from official agencies according to applicable data protection regulation. If any registered or other third party demands access to the personal data processed by the Licensor, the Licensor shall refer such person to the Licensee.
The Licensee shall ensure that the correct legal basis is used for the processing of personal data connected to the use of the Service and that consent is collected when applicable. Such consent must comply with applicable data protection regulation and consider
i) the Licensees’s process of the authorized person’s personal data during the use of the Service, and
ii) the Licensees’s process of such authorized person’s personal data (limited to only name of the position held and such person’s answers during the use of the Service) who holds a sole leading position in the Licensee, during a period of ten (10) years after the use of the Service for the purpose of the Licensee’s use of the Service in the future.
The wording of i) means that the Licensee must collect consent from each person in the Licensee who will use the Service, because of the Licensee’s responsibilities as a data controller when using the Service.
The wording of ii) means that the Licensee, still as a part of the responsibilities as a data controller, must collect consent from each person at the Licensee who will use the Service, in the case the Licensee wishes to have access to the comparable data (answers) from the persons holding a sole leading position in the Licensee (e.g. managing director and chairman of the board) for a future comparison with data collected from other holders of such positions in the Licensee.
9. THE LICENSEE’S UNDERTAKINGS
9.1. The Licensee is responsible for keeping passwords and any other information provided by the Licensor for accessing the Service confidential. The Licensee shall immediately inform The Licensor if an unauthorized person has gained access to information according to this clause.
9.2. The Licensee is responsible for having the required equipment and software to use the Service.
9.3. The Licensee is responsible for the correctness of Licensee Data. The Licensee Data will have an impact on the reports that the Licensor will provide as part of the Service.
9.4. The Licensee undertakes to only use the Service in accordance with this Agreement and instructions provided by the Licensor. In particular, the Licensee may not use the Service in a way that damages the Service, the Licensor or other licensees of the Service.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. All intellectual property rights and other rights related to the Service are the Licensor’s property and no ownership of intellectual property rights is transferred in this Agreement.
10.2. Nothing in this Agreement shall constitute a transfer of any intellectual property rights or other similar rights to the Licensee, other than to use the Service as expressly stated in this Agreement.
10.3. Reports and similar outputs generated as part of the Service and made available to the Licensee may be freely used by the Licensee.
11. FEE AND PAYMENT TERMS
11.1. The fee for the Service follows from the Licensor’s public website at the time this Agreement was entered into.
11.2. The Licensee can, after entering in to the Agreement, choose services, increase the number of users and order additional services from the Licensor within the scope of the Service. The fee for additional users and/or services follows from the Licensor’s public website at the time of the increase or order.
11.3. Payment is to be made either by card through the Licensors website or by digital invoice due ten (10) days from the date of the invoice. The Licensor will invoice the Licensee when the Agreement has been entered into and/or when the Licensee increases the number of users and/or services.
11.4. If the Licensee fails to pay, the Licensor shall be entitled to interest at the rate set forth in the applicable law.
Both Parties commit to not without consent from the other Party, during the term of the Agreement and thereafter, disclose information about the other Party’s business that can reasonably be considered a business or trade secret. Information that a Party has labeled as confidential shall always be considered a business or trade secret. This confidentiality obligation does not include information that a Party can prove has become known to that Party in any other way than through the assignment or that is publicly known. The confidentiality obligation shall not be applicable when a Party is obliged by law to disclose the information.
13. LIMITATION OF LIABILITY
13.1. The Licensor shall only be held liable for direct damages relating to a breach of the Agreement in cases of intentional breach of the Agreement or breach by gross negligence.
13.2. The Licensor shall under no circumstances be held liable for indirect or consequential damages.
13.3. If a claim is directed towards the Licensor from a third party as a result of the Licensee’s use of the Service, the Licensee shall indemnify the Licensor for all damages suffered by the Licensor.
14. TERM AND TERMINATION
14.1. The Licensee’s registration on the Licensor’s self-service site and the Licensee’s approval of this Agreement is an offer to the Licensor, and this Agreement shall enter into force when the Licensor has approved the Licensee’s registration, activated the license and sent a confirmation to the licensee.
14.2. The term of the Agreement is one (1) year.
14.3. The agreement will automatically renew at the end of each term for a further term of one (1) year, unless either party gives the other written notice of termination at least thirty (30) days prior to the end of relevant term.
15. IMMEDIATE TERMINATION
15.1. Both Parties have the right to terminate the Agreement with immediate effect
15.1.1. if the other Party commits a material breach of any of its obligations under the Agreement or
15.1.2. if the other Party becomes bankrupt, enters composition negotiations, reorganizes or otherwise becomes insolvent.
15.2. The Licensor has the right to terminate the Agreement with immediate effect if the Licensee use the Service in contradiction with this Agreement or in a way that can result in damages to the Service, The Licensor or other Licensees of the Service.
16.1. Notifications according to this Agreement shall be sent by e-mail and shall be considered delivered when the e-mail has been sent.
16.2. Notifications to the Licensor shall be sent to the following e-mail address: firstname.lastname@example.org
16.3. Notifications to the Licensee shall be sent to the e-mail address that has been registered by the Licensee.
17.1. Neither Party shall have the right to assign any of its rights or obligations under the Agreement without prior consent from the other Party.
17.2. Notwithstanding the above, the Licensor shall have the right to assign its right to receive payment according to the Agreement without consent from the Licensee as well as assign its rights and obligations to a party within the same group of companies as the Licensor.
18.1. Any amendments to this Agreement shall be enforceable only if both Parties agree thereto.
19. FORCE MAJEURE
19.1. Neither Party shall be liable for any failure in performing its obligations under the Agreement to the extent that and for so long as the failure results from any cause or circumstance whatsoever beyond its reasonable control or that the Party not reasonably could have prevented, such as war, governmental actions, new or amended legislation, labor disputes or strikes, trade or currency restrictions, fire, flood or failure or delay to perform by a subcontractor.
20. APPLICABLE LAW AND DISPUTE RESOLUTION
20.1. This Agreement shall be exclusively governed by and construed in accordance with the substantive laws of Sweden, excluding its conflict of laws principles.
20.2. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish or, if the Licensee so requests, English.
20.3. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. This notwithstanding, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way its rights vis-à-vis the other Party in connection with the dispute, the enforcement of an award or if such a right exists pursuant to statute, regulation, a decision by an authority, a stock exchange contract or similar.
21. MARKETING APPROVAL
21.1 The Licensor is entitled, in connection with general marketing activities, to state that the Licensor cooperates with the Licensee. This includes a right for the Licensor to include logotypes and similar on its website, in general presentations and in brochures when presenting the cooperation with the Licensee as long as the Licensee does not expressly and in writing oppose to this. If the Licensor desires to use the Licensee as a reference or present the cooperation in anything other than general presentations, this must in each such case and in advance be approved by the Licensee.z