These general terms and conditions constitute an amendment to the agreement reached by the parties (together hereinafter "the Agreement"). If there is conflicting information in the Agreement, the parts of the Agreement prepared by the parties prevail over these general terms and conditions.
1.1 Under the terms of the Agreement, Goava grants a non-exclusive right for the Customer to use the Service (as defined in the parts of the Agreement established by the parties) from the agreed start day solely in the Customer's own operations for the number of user licenses and otherwise to the extent stated in Agreement. The customer may allow the contractor to use the Service on behalf of the Customer, see, however, point 1.2 below, whereby the Customer is responsible for such contractor's use as for own account.
1.2 The Customer is responsible for ensuring that no more persons use the Service than is agreed and for informing Goava about who has been given permission to use the Service. The customer must immediately notify Goava if such a person is no longer authorized to have access to the Service. The customer is responsible for the specified persons' use of the Service.
1.3 The customer is responsible for ensuring that login information and other information provided by Goava for access to the Service is handled with confidentiality in accordance with point 1.4 below. The Customer shall immediately notify Goava of any unauthorized access to information pursuant to this paragraph or if the Customer discovers intrusion or attempted infringement of the Service.
1.4 The Customer shall follow Goava’s written instructions for the use of the Service. The customer is also responsible for using the Service in accordance with applicable legislation.
1.5 The Customer shall provide Goava with access to the information and the documentation relating to the Customer's operations required for the performance of the Service.
1.6 Goava has a Certificate of Publication (Swedish: “Utgivningsbevis”) from the Swedish Press and Broadcasting Authority that gives Goava protection under constitutional law, which means that Goava’s publication of personal data is exempted from the General Data Protection Regulation (GDPR).
Goava may, without prior notification to the Customer, make changes to the Service provided that significant functionality is not removed.
The service is provided over the Internet and the customer's use therefore requires Internet connection. Goava takes no responsibility for the communication between the point for Goava's connection of the Service to the Internet and the Customer. Mobile services require the iOS or Android operating system (as applicable). Local software installation is not necessary for the use of the Service on devices by the Customer's users. For the Service to work optimally, the latest versions of the web browsers require Google Chrome, Microsoft Edge / Internet Explorer, Firefox or Safari. Goava also recommends that the unit used when using the Service is not older than 5 years.
4.1 Goava and its subcontractors have all rights, including intellectual property rights to the Service, the set and indexing of this and software included therein. The agreement does not mean that any right to this is left to the Customer. The customer's use of the Service is strictly limited to what is stated in point 1.1 above and the Customer may not, for example, copy software included in the Service or analyze the program code.
4.2 Goava is responsible for ensuring that the Customer's contractual use of the Service does not violate another's copyright, patent or other intellectual property rights. If this infringement relates to the use of an application that is not a third-party application, Goava is, in accordance with this paragraph, solely responsible for the Customer's use of the application in Sweden or another agreed-upon country. Goava undertakes to defend at its own expense the Customer if a claim is directed or the action is brought against it for infringement of the third party's rights regarding the Customer's use of the Service and to compensate the Customer for the costs and damages that this may be obliged to settle through settlement or judgment. Goava's commitment applies only on condition that the Customer notifies Goava in writing within a reasonable time of any claims made, and that Goava alone may decide on the defense against such action and conduct negotiations on settlement or settlement. If a third party claims that the Customer's use of the Service according to the Agreement infringes the rights of third parties, Goava shall as Goava finds appropriate to ensure that the necessary rights are obtained or change the Service or acquire other software or product that does not infringe, without expense and with such little disruption to the customer as possible, or terminate the agreement for termination with two (2) weeks' notice period. In addition to what is stated in this paragraph, Goava has no liability to the Customer as a result of infringement of the third party's intellectual property rights.
4.3 Goava is responsible for third party application for intellectual property infringement solely to report the error /
infringement to the product supplier immediately. If infringement is finally considered to exist or if, according to
Goava's assessment, such an infringement is likely to occur and the product supplier does not take the necessary
measures, Goava may terminate the Agreement for termination with two (2) weeks' notice period.
5.1 In relation to Goava, the Customer has all rights to the Customer's data.
5.2 Unless otherwise agreed, Goava may only use the Customer's data or data from the usage logs for what is required
for the performance of the Service and for investigating misuse or analyzing intrusions, providing information to
authorities or for statistical purposes or for improving the Service. If data is used from the log for statistical purposes, it
shall not contain the Customer's data or information that is subject to confidentiality.
5.3 The customer shall ensure that the Customer's data is free from viruses, trojans or other malicious software or code
and that the Customer's data is in agreed format.
5.4 The customer shall indemnify Goava for the Customer's data not infringing the rights of third parties or in any other
way contrary to applicable legislation.
5.5 For information about the Customer's personnel and customers that is processed within the framework of the
Service, the Customer has the role of Personal Data Officer and Goava the role of Personal Data Processor. The customer is responsible as a Personal Data Controller for the legality of the processing of personal data in accordance with applicable legislation. Goava undertakes to process personal data only in accordance with the Agreement and the Customer's written instructions. In cases where Goava carries out processing of personal data on Goava's equipment, Goava shall take the technical and organizational measures agreed to protect the personal data. Goava shall promptly notify the Customer upon the detection of completed cases of or attempted unauthorized access, destruction or alteration of the Customer's personal data.
6.1 The service is available 24 hours a day, every day, with the exception of what is stated below and with the technical
conditions specified in point 3 above.
6.2 Goava has the right to take planned measures that affect the availability of the Service if it is required for technical, maintenance, operational or safety reasons. Goava must perform such action promptly and so that the disturbances are limited. Goava undertakes to notify the Customer of reasonable time before such action and, if possible, to place planned measures to time outside normal working hours.
6.3 If the provision of the Service entails a risk of damage to Goava, its subcontractors or to another customer, Goava
may suspend or limit the Service temporarily until such risk no longer exists. Goava shall as soon as possible notify the
Customer of such limitation of access to the Service
If technical support is needed, the Customer must send an e-mail to the Goava support desk. The support desk at Goava answers questions as soon as possible during normal working hours.
8.1 User rights to the Service are provided for a fee as stated in the Agreement. Billing of usage rights takes place after signing, yearly in advance for yearly contracts and quarterly in advance for other contracts, unless otherwise agreed.
8.2 For additional services, the Customer shall pay accordingly to Goava at applicable price list. If an agreement has been reached on hourly compensation, billing according to current account with agreed hourly rates takes place monthly in arrears. If an agreement has been reached partly based on transactional compensation, billing according to current account with agreed transactions rates takes place monthly in arrears.
8.3 All fees shall be paid by the Customer no later than 30 days after the invoice's date of issue.
8.4 The fees do not include VAT and other taxes that have been determined by the Agreement on Service and Additional Services.
8.5 In case of delay in payment, interest on late payment and other compensation shall be paid in accordance with law. If the Customer is in delay in payment and Goava has requested in writing the Customer to pay the due amount, Goava shall, 30 days after written request for this, at its sole discretion, cancel the continued provision of the Service.
The agreement is effective from the time the parties have signed the same. Unless otherwise agreed, the start date is the
date of signing and the Agreement applies for a 90-day period. At the end of the period, the Agreement is automatically renewed for another 90-day period, until further notice. If a yearly contract length has been agreed the Agreement runs for a 365-day period that is automatically renewed for another 365-day period until further notice. The notice period is 30 days. Termination must be in writing.
Goava may hire subcontractors for the performance of the Service and other obligations under the Agreement. Goava is responsible for subcontractors' work as if the work was done by Goava themselves.
11.1 If there is a fault in the Service, Goava must, with the urgency of the circumstances, remedy the error if possible.
11.2 If the Customer has not been able to use the Service in significant respects as a result of errors in the Service, the Customer is entitled to receive a reasonable reduction of the fee relating to the Service for the period from the notification of the fault until remedied by Goava, however with a maximum reduction corresponding to the fee for the current month.
11.3 Goava is only liable for errors in accordance with clause 11.1 if the Customer reported the error to Goava within a reasonable time after the Customer discovered the error and the Customer stated how the error was manifested.
11.4 If the error arises due to Goava's negligence, Goava is liable for damages with the limitation set forth in paragraph 12 below.
12.1 Liability for each calendar year is limited to a total amount of 100% of the annual fee for the relevant Service in question. For additional services, Goava's liability shall be limited to the total amount for that additional service.
12.2 In no case is a party liable for loss of profit or other indirect or consequential damages. Neither does the liability cover the counterparty's liability to third parties except in cases referred to in paragraph 4 or in respect of the Customer's liability under point 5.4. For the avoidance of uncertainties, the Customer's breach of the scope of the right of use shall always be regarded as a direct damage (i.e. 12.1 does not apply) that is reimbursable without limiting the amount according to clause 12.1.
12.3 Goava is not responsible for any loss of data in any case.
12.4 The limitation of liability under this clause 12.1 does not apply to personal injury or to liability for compensation referred to in paragraph 4 or paragraph 5.4 or if intent or gross negligence exists.
12.6 The content of the Service has been compiled from sources that have been considered reliable. Goava can neither guarantee the sources' reliability, completeness or accuracy nor take responsibility for them.
13.1 The party has the right to terminate the Agreement immediately, or to the time stated in the notice (however, no later than three months from the date of termination),
a) if the counterparty substantially violates its obligations under the Agreement and, if a correction is possible, no correction has been made within thirty days after written request, or
b) if the counterparty becomes insolvent, ceases its operations, dissolves, files for bankruptcy or bankruptcy protection, appoints receivers, or enters into an arrangement for the benefit of creditors.
13.2 Violations of provisions concerning the scope of the right of use of the Service shall always be considered as a material breach of contract which entitles the customer to the correction opportunity before termination only if Goava approves such possibility.
13.3 Termination must be in writing in order to be valid.
14.1 The Party undertakes not to disclose, without the other party's consent, to a third party during the performance of
the Agreement or for a period of three (3) years thereafter, such information about the counterparty's activities which
may be regarded as a business or professional activity or task which, according to law, is subject to confidentiality. As a
business or professional secret, Goava's price information and such other information as a party stated must always be
considered confidential, unless otherwise provided by law. The confidentiality obligation does not apply to such
information as the party can show to have become known to the party in other ways than through the Service or which is generally known.
The confidentiality obligation also does not apply when a party is obliged by law, court, authority or pursuant to binding
stock exchange rules, to disclose information. If the party is thus obliged to disclose information, before such
disclosure, the other party is informed of this if reasonably possible. If the Customer receives part of the source code or
other documentation that is included in the result of Goava's work and the copyright of such material does not pass to
the Customer, the Customer's confidentiality obligation with respect to the source code and documentation applies
indefinitely in time.
14.2 By securing confidentiality with personnel or other appropriate measures, a party shall ensure that confidentiality
as described above is observed. The party is responsible for ensuring that any sub-consultant, as well as his employees
who participate in the execution or use of the Service, sign a confidentiality connection of the corresponding content
and that such connection is followed.
Party that is prevented from fulfilling this Agreement of circumstance beyond his control and which he has not reasonably been able to count on at the time of the contract and whose consequences he could not reasonably have avoided, shall be exempt from liability for the non-performance and entitled to the advancement of time of performance. If the time during which the contract's performance is prevented exceeds three (3) months, the party is entitled to cancel the agreement in writing without obligation to pay compensation.
Party may not transfer the Agreement without the counterparty's written approval. However, Goava may, without the Customer's approval, transfer the Agreement to companies within the same group as Goava and transfer the right to receive payment under the Agreement.
Termination and other notifications shall be made through a messenger, a registered letter or an electronic notice to the counterparty's contact person at the address specified by the other party. The notice shall be deemed to have come to the other party
a) if submitted by messenger; at delivery,
b) if sent by registered letter; five days after shipment for mail delivery
c) if sent as an electronic message; upon receipt, when the electronic message arrives at the recipient's electronic address.
18 Applicable law and dispute resolution
18.1 Swedish law shall apply to the Agreement, without the application of its conflict of laws rules.
18.2 Disputes arising in connection with this Agreement shall be finally settled by arbitration according to the Rules for Simplified Arbitration for the Stockholm Chamber of Commerce's Arbitration Institute.
18.3 The seat of the arbitration proceedings shall be Stockholm. The language of the procedure must be English.
