Terms & Conditions
Theo AB,
Stureplan 6, SE-114 35,
Stockholm, Sweden
SE-5594425372
Applicability
Definitions
Supply of the Services and Professional Services
The Customer’s rights to use the Services
The Customer’s obligations in relation to the Services
Functional support
Updates
Fees and payment
Confidentiality
Disclaimer
Personal data
The Customer’s use of the Services may result in Theo processing personal data on behalf of the Customer. The Parties have therefore entered into a separate data processing agreement.
Intellectual property rights
12.1 Each Party shall be the owner of its respective pre-existing copyrights, design rights, patents, patent applications, database rights, trademarks, and other intellectual property rights. Theo and/or its licensor(s) are the owners of all rights to the Services. The Customer is granted a time-limited right of use to the Services in accordance with what is set forth in Section 4 above.
12.2 Theo is granted a limited license to use the Customer’s pre-existing intellectual property rights as necessary to provide the Services. Theo is also granted a right to use the Customer’s name and/or logotype in marketing activities in accordance with good market practice.
12.3 Any label or information regarding trademark, patent, copyright or any other intellectual property right which is set out in the Services, or documentation provided in connection therewith, may not be removed, concealed, altered or in any other way amended.
12.4 The Customer is the owner of the Customer Data. Theo may only use the Customer Data to the extent necessary for Theo to be able to provide the Services and for the purpose of developing and/or improving the Services, functionalities and features of the Services. Theo shall own and be entitled to use, analyse and commercially exploit any data derived from the Customer Data, such as, but not limited to, use habits, patterns, meta data, geographical deviations or trends, results of the Customer’s use etc. provided any such data is anonymized prior to being made public. The Customer is liable for ensuring that the Customer has the full legal rights to submit the Customer Data to Theo and allow Theo to use it in accordance with the Agreement.
Term and termination
13.1 This Agreement enters into force upon the signature by both Parties and shall apply for an initial period of twelve (12) months. Unless terminated by either Party in writing at least three (3) months prior to the expiry of the initial twelve (12) month period, the Agreement shall automatically renew for successive fixed terms of twelve (12) months each unless terminated by written notice at least three (3) months prior to each consecutive anniversary date hereof.
13.2 Each Party has the right to terminate the Agreement in whole or in part with immediate effect by written notice to the other Party, if the other Party:
commits a material breach of its obligations under the Agreement and does not remedy such material breach within thirty (30) days from the first Party’s written notice hereof (provided that such remedy is possible); or
is declared bankrupt, initiates composition negotiations, is subject to a company reorganisation or otherwise reasonably can be presumed to be insolvent.
13.3 Upon the termination or expiry of this Agreement:
the Customer’s use rights to the Services will expire;
the Customer shall immediately pay all outstanding fees and other compensation; and
Theo shall return or erase (as instructed by the Customer) and cease processing, all Customer Data. If returned, the Customer Data shall be returned through a method and format determined by Theo (e.g. enabling the Customer Data to be downloaded). The Customer Data will be erased by Theo at the earliest fifteen (15) and at the latest thirty (30) days after the termination or expiry of the Agreement.
13.4 The terms in this Agreement which obviously are intended to apply also after the termination or expiry of this Agreement, shall survive the termination or expiry of this Agreement irrespective of cause.
Limitation of liability
14.1 Each Party’s aggregate and total liability under this Agreement shall, unless otherwise set forth in this Section 14, be limited to fifty (50) per cent of the fees paid for the Services by the Customer during the twelve (12) months preceding the event causing the liability.
14.2 Neither Party shall be liable for loss of profit or other indirect damage or loss such as any loss of business, income, goodwill, data, contracts or opportunity. Neither does the liability include the other Party’s liability towards a third party.
14.3 The limitations of liability set forth in this Section 14 shall not apply in relation to the Customer’s payment obligations, personal injury, or liability under Sections 9 or 12 or in case of wilful misconduct or gross negligence.
14.4 A Party shall, in order to retain its rights to claim damages, present claims for damages to the other Party at the latest six (6) months from the occurrence of the damage event.
Force majeure
If a Party is prevented from performing its obligations under this Agreement due to circumstances beyond the Party’s control and which the Party could not reasonably have foreseen or prevented, such as lightning, labour conflicts, fire, natural disaster, pandemic, changed governmental regulations, intervention by public authorities, and any defect or delay in services provided by subcontractors due to such circumstances, this shall be considered a force majeure event which to the extent necessary shall result in a postponement of the contractual obligations and release from damages and other possible sanctions. Where the performance of the Agreement is materially restricted for more than two (2) months as a result of a force majeure event, each Party shall be entitled to terminate the Agreement in writing in whole or in part without incurring any liability in damages.
Miscellaneous
16.1 This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and supersedes all previous written or oral representations, agreements and understandings between the parties, whether expressed or implied.
16.2 All amendments and supplements to this Agreement shall, unless otherwise set forth, be made in writing and be signed by authorized representatives of each Party in order to be valid.
16.3 The Customer and Theo enter into this Agreement on a non-exclusive basis as independent parties. Nothing contained in this Agreement shall be construed to create any employment, partnership, joint ventures or other legal relationship between the Parties and their respective consultants.
16.4 A Party may not assign or transfer its rights or obligations under this Agreement without the other Party’s prior written approval. Theo may however assign the rights to receive payments without the Customer’s approval.
16.5 A Party's untimely exercise of, or failure to exercise, any right, or untimely complaint, or failure to complain, regarding any circumstance, shall not entail that the Party has forfeited its rights in such respect unless otherwise is set out in this Agreement.
16.6 In the event any provision of the Agreement is held to be invalid in whole or in part or unenforceable, the remainder of the provision, as well as all other provisions of the Agreement shall remain in force.
Disputes
17.1 This Agreement shall be governed and construed in all respects in accordance with the substantive laws of Sweden without regard to its principles governing conflicts of laws.
17.2 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 Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language of the arbitral proceedings shall be Swedish or English.
