Online Partner

General terms and conditions for services and software

2019-03-28

These general terms and conditions apply to Online Partner AB’s (“Online Partner”) leasing of a software product, online or cloud service (collectively referred to as “Service”) to the customer. Attached Personal Data Assistant Agreement, Appendix 1, shall be applied if the Online Partner is to process personal data for the customer during the performance of the Services. The customer undertakes to comply with these general conditions for the processing of personal data and agrees that Appendix 1 is applied between the parties.

  1. Assignment

The customer’s right to use the Service (eg regarding time, area of use, number of users, etc.) is limited in the manner set out in the order placed by the customer. Labeling or information about copyright may not be changed.

  1. Prices and payment terms

Prices are stated excluding VAT. Unless otherwise agreed, the prices published from time to time on onlinepartner.se apply. Invoice must be paid no later than thirty (30) days from the invoice date.

  1. Order and order confirmation

By ordering or using a Service from Online Partner, the customer accepts these general terms and conditions.

  1. Special conditions for software

Service may presuppose that the customer enters into a separate agreement with a third party, for which the customer is responsible. Online Partner assumes no responsibility for the absence of errors, suitability or intellectual property rights in such third party services.

  1. Responsibility

Online Partner does not guarantee that the Service is completely free from errors. The customer understands that freedom from error can rarely be achieved in software. If there are errors in the Service for which the Online Partner is responsible, the Online Partner undertakes to remedy the error. If Online Partner chooses not to remedy the error or not to carry out a re-delivery, the customer is entitled to a reasonable deduction on the compensation. Online Partner is not responsible for errors that are due to the customer’s hardware, software or the customer’s IT environment. Under no circumstances is Online Partner responsible for (i) indirect damages or consequential damages, such as loss of production, loss of profit or other similar indirect damages, or (ii) loss of data.

The total liability that may arise for Online Partner towards the customer is limited to the total price paid by the customer for the relevant Service during the last six (6) month period. The customer loses his right to make a claim for compensation if the complaint has not been made in writing without delay, however no later than three (3) months after the event being complained about.

  1. Immaterial rights

The Customer does not acquire any intellectual property rights related to the Service, these belong to Online Partner or third parties. The customer also has no right to change any intellectual property protected product that belongs to Online Partner or third parties. For such third-party products, the conditions that the holder of the relevant intellectual property right applies from time to time apply.

  1. Infringement of intellectual property rights

Online Partner warrants that Service provided by Online Partner (with the exception of third party services), to the Online Partner’s knowledge, does not infringe the rights of third parties. The customer shall without delay notify Online Partner in writing of claims from third parties regarding infringement of intellectual property rights.

In the event of an infringement claim, for which Online Partner is responsible (ie not an infringement due to modification made by the customer or through the use of third-party products or the like), Online Partner shall have the right to take over the dispute and bring the action on behalf of the customer and at its own expense either ensure the customer continued use of the Service or replace the disputed part of the Service with a similar acceptable service. The customer is not entitled to admit liability, enter into an agreement, settlement or compromise with a third party regarding such a claim without having obtained Online Partner’s written consent, which should not be unreasonably withheld. If Online Partner can not guarantee the customer’s right to use a similar acceptable service, each party has the right to terminate the agreement regarding the relevant Service as an exclusive sanction in relation to such alleged infringement and Online Partner undertakes to refund the price paid with deduction for the benefit the customer has received.

Online Partner undertakes to compensate the customer for the compensation and damages that the customer is required by settlement or judgment to pay for infringement, for which Online Partner is responsible, in intellectual property rights through the customer’s use of the Service. In addition, the customer is not entitled to other compensation for loss or damage that arises as a result of intellectual property errors in the Service for which the Online Partner is responsible.

  1. Contract period and termination

Unless otherwise agreed for a certain Service, e.g. when ordering, the agreement is valid until further notice and as long as the Service is used. Termination must be in writing. Notwithstanding the foregoing, either Party may terminate the Agreement in writing until the Termination of Party immediately:

(a) materially infringes or violates the provisions of the Agreement and rectification, where such may occur, does not occur within 30 days of written notice thereof, or

(b) is declared bankrupt or liquidated, becomes the subject of corporate reorganization or is otherwise insolvent.

The Customer’s right to use the Service during the notice period presupposes that the Customer has fulfilled its payment obligation.

  1. If Online Partner is responsible for personal data

In connection with the customer’s orders for products and services, Online Partner will process personal data obtained in accordance with current data protection legislation.

  1. If Online Partner acts as a personal data assistant for the customer

In cases where Online Partner processes personal data on behalf of the customer during the performance of the Service, the customer is responsible for personal data and Online Partner is the personal data assistant in accordance with current legislation. In these cases, personal data assistant agreements, Annex 1 , applicable between the Parties.

  1. Applicable law and dispute

Swedish law shall be applied to these general terms and conditions. Disputes regarding the interpretation, creation or application of this agreement, its appendices and other related documents, and related legal matters shall be decided by a Swedish general court with Stockholm District Court as the first instance.

  1. Limitation of liability

Online Partner has the right towards the customer to cancel, restrict or postpone delivery without liability to the extent that fulfillment of the delivery is made more difficult or more expensive due to circumstances beyond Online Partner’s control, such as e.g. war-like events, riots and unrest, interruptions in data communication or public relations, export and import restrictions, legal regulation or other injunction by an authority in Sweden or abroad, strike, lockout, blockade or other work obstacle, fire, explosion or other accident, or for errors or delay in services from subcontractors.