Online Parter AB
Terms and Conditions
2022-03-15
These general terms and conditions apply to Online Partner AB’s (“Online Partner”) delivery of product, service and / or support service to the customer from the date stated above. The attached personal data processing agreement, Appendix 1, shall apply if 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.
SPECIFIC PROVISIONS RELATING TO THE DELIVERY OF THE PRODUCT
Prices and shipping
Prices are stated in SEK and excluding VAT. Cost for shipping will be added.
Payment conditions and security
Invoice must be paid no later than thirty (30) days from the invoice date. The products remain the property of Online Partners until full payment has been made.
Order and order confirmation
By making a purchase at Online Partner, the customer accepts these general terms and conditions. Binding agreements are reached upon order confirmation to the customer.
Transport damage
Upon receipt, the customer must check the delivered products. Transport damage must be reported immediately to the carrier and to the Online Partner. Concealed transport damage that was not discovered or should have been discovered upon delivery must be reported as soon as possible and in all circumstances within one week of receipt of the delivery. If the customer does not complain about transport damage within the specified deadlines, the customer loses the right to make a valid claim against the carrier and the Online Partner.
Complaints
Upon receipt, the customer must check the product / delivery. In order to be able to claim that a product is defective, the customer must complain immediately after he has discovered the defect. Online Partner reserves the right to charge a test fee if the product is not defective.
Guarantee
Guarantees of goods are those provided by the respective manufacturers of the products.
Responsibility
If there are errors for which Online Partner is responsible, Online Partner undertakes, at its own choice, to remedy the error by repairing, re-delivering or refunding the purchase price. Online Partner has the right to refer the customer directly to the manufacturer or service workshop for the correction of the error. Online Partner’s liability for product defects is limited to what is stated above. Under no circumstances is Online Partner responsible for (i) indirect or consequential damages, such as loss of production, loss of profit or other similar damages due to difficulty in using computers or information, 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 products during the last twelve (12) month period.
Specific conditions for software
When purchasing a license for software, the terms of each licensor apply and Online Partner takes no responsibility regarding the absence of errors, suitability or intellectual property rights.
Specifically for cloud services
When purchasing a cloud service, the cloud service provider’s conditions for the ordered service apply.
SPECIFIC PROVISIONS FOR THE PROVISION OF THE SERVICE
Scope and implementation
The Online Partner shall perform the agreed service (the “Service”) in a professional manner and with persons qualified for the purpose. Online Partner may engage a subcontractor to perform the Service. If Online Partner hires a subcontractor, Online Partner is responsible for both Online Partners and the subcontractor’s work. The Customer shall provide Online Partner with access to all information and all documentation required for Online Partner to be able to perform and deliver the Service in accordance with the agreement.
Compensation, etc.
Online Partner is entitled to compensation according to Online Partners at any time applicable price list. Currently, the basic fee for consultancy services is €1,550 plus VAT. If the Parties have agreed on a price other than the current price list, Online Partner has the right to adjust agreed prices once per calendar year in accordance with changes in the Labor Cost Index (AKI) code J (Information and communication companies). Online Partner’s compensation is stated excluding VAT and other possible additional taxes and fees attributable to the Service. Online Partner is entitled to compensation for expenses in accordance with what has been agreed between the Parties. Online Partner is entitled to compensation for travel and work outside normal working hours according to the price list in force at any given time.
Payment conditions and security
An invoice must be paid so that the invoice amount is available on Online Partner’s bank account no later than thirty (30) days from the invoice date.
Order and order confirmation
By ordering the Service, the customer accepts these general terms and conditions. Binding agreements are reached upon order confirmation to the customer or when the Service is made available.
Responsibility
If there are errors in the Service for which the Online Partner is responsible, the Online Partner undertakes, at its own choice, to remedy the error by repair or re-delivery, provided that the complaint has been made in accordance with what is stated in these general terms and conditions. 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 due to hardware, software or other equipment not provided by Online Partner. If the Service includes advice, Online Partners’ liability is limited to advice based on information provided by the customer. Online Partner takes no responsibility for the decisions that the customer makes based on the advice provided. The total liability that may arise for Online Partner towards the customer (including liability for actions or omissions by Online Partner employees, representatives or subcontractors and liability related to price deductions, redelivery or the like) is limited to the total price paid by the customer for the Service most recently six (6) month period. 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 customer is responsible for informing Online Partner in writing if relevant changes occur in the customer’s IT environment. Online Partner is not responsible for errors that arise due to changes not being notified to Online Partner.
Complaints
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.
Intellectual property rights
The Customer obtains ownership of all intellectual property rights that arise in the performance of the Service as a result of Online Partner’s written commitment to create or develop these on behalf of the Customer. Unless otherwise agreed in writing, Online Partner receives a non-exclusive license, without limitation in time, to all intellectual property rights created by Online Partner on behalf of the customer. The Customer does not acquire any intellectual property rights related to the Service belonging to the Online Partner or third party in addition to what is stated above. The customer also has no right to change any intellectual property protected product that belongs to Online Partner or third parties. For the use of such products, the conditions that the holder of the relevant intellectual property right applies from time to time apply.
Infringement of intellectual property rights
If the customer provides something that is protected by intellectual property rights, the customer guarantees that relevant approvals exist. Online Partner warrants that Service performed by Online Partner and the intellectual property rights that Online Partner creates or provides (with the exception of third party services or products from Online Partner providers), to the Online Partner’s knowledge, do 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 of the customer or third-party products or similar infringement), Online Partner shall have the right to take over the dispute at its own expense and bring an action on behalf of the customer and on 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 or product.
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 secure the customer’s right to use a similar acceptable service or product, each party has the right to terminate the agreement with the other party regarding such service or product as an exclusive sanction in relation to such alleged infringement and Online Partner undertakes that in In such a case, refund the price paid for such service and product, provided that the customer returns the product, less the benefit received by the customer. 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 that arises as a result of intellectual property errors in the Service and for which the Online Partner is responsible.
Contract duration and termination
Unless otherwise agreed, the agreement is valid until further notice with a mutual notice period of three months. 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.
Price adjustment clause
The supplier has the right to adjust consultancy fees annually from January 1, 2024. Consultants’ fees are adjusted with SCB’s Labor Cost Index (LCI tjm), SNI 2007, Industry J, preliminary index figures.
The consultant fee will be adjusted annually in January, starting in 2024, with the index figure for quarter 3 2023 as the settlement date, compared to quarter 3 2022, which is the base quarter in the Agreement.
SPECIAL PROVISIONS FOR SUPPORT
General
The service applies to the contact person and client (PC, Mac or tablet) specified at the time of signing the subscription or identified by later completion. The subscription has a binding period that corresponds to the contract period for the service (s) that are supported.
Scope of the service
The support is performed by telephone or via remote control of the customer’s client via the internet and is provided on weekdays at 09-17 and includes the following parts:
(a) Support for problems and general user questions for such software and services provided by the Online Partner to the Customer and other software and services that have been specifically agreed upon.
(b) Password reset (provided user administration has been obtained).
Performance of the service
Online Partner shall perform the service with suitable, qualified and competent employees for the purpose and in a professional manner. Online Partner may hire a sub-consultant to perform the service and is then responsible for the subcontractor’s work as for his own.
Disclaimer
If the Online Partner has caused an error, for which the Online Partner is responsible, the Online Partner shall promptly remedy the error where this is possible. The Online Partner’s maximum liability under or in connection with this agreement shall be limited to direct financial damages and the damages shall not exceed the previous total payments made by the end user for relevant support services during the twelve month period that falls before the act or omission that forms the basis of the liability. . If an error could not be remedied within one month, the customer has the right to terminate the agreement immediately and receive a fee for unused time. Online Partner is not liable in any case, regardless of any negligence or gross negligence for loss of data due to the customer’s failure to ensure that appropriate backup is performed.
GENERAL PROVISIONS
If Online Partner is the data controller
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.
Secrecy
During the term of the Agreement and for 3 years thereafter, the Parties undertake not to disclose to third parties any information regarding the content of the Agreement and other information obtained by the Parties as a result of the Agreement, regardless of whether the information was provided in writing or orally and regardless of format (“Confidential Information”). The Parties undertake to use Confidential Information solely for the purpose of fulfilling their obligations under the Agreement and not for any other purpose. The receiving Party further undertakes to take the necessary measures to prevent the employee, sub-consultant or other intermediary from using or disclosing Confidential information to third parties and to use the same level of care (but not lower level than reasonable care) to avoid disclosing or using Confidential information used by the Party regarding its own confidential or copyrighted information.
The above does not apply to information that
a) at the time of disclosure is or later becomes available to the public other than by violation of the Agreement; or
b) was already available to the receiving Party or which he has developed on his own before the conclusion of the Agreement and which has not, directly or indirectly, been obtained by breach of the Agreement.
This confidentiality agreement does not prevent a Party from disclosing information that the Party is obliged to disclose by law, court or authority decision or agreement with a stock exchange or other marketplace. Should a Party have or be required to provide such information, the Parties undertake to notify the other Party immediately to enable it to take safeguard measures. The Parties shall use their best endeavors to ensure that information provided in accordance with this paragraph is, as far as possible, treated confidentially by the recipient of the information.
The provisions of this paragraph shall apply three (3) years after the termination of the Agreement.
If the Online Partner acts as a data processor 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, the Data Processing Agreement, Annex 1, is applicable between the parties.
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.
Force Majeure
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 obstacle to work, fire, explosion or other accident, or for errors or delay in services from subcontractors.
