Effective date: 2018-01-01
These general terms of service for TimeEdit AB’s SaaS service (“Terms”) form an integral part of the Parties’ Agreement (together the “Agreement”) which together governs the Customer’s use of TimeEdit’s Services. In the event of a conflict between negotiated terms in the Agreement and these Terms, the negotiated elements of the Agreements shall apply. We can offer you our Service on these Terms and pricing level due to our standardised processes and our limitation of liability.
We will not modify the terms of the Customer’s Terms during the initial term of the Customer’s subscription; however, if the Customer renews its subscription, the current version of these Terms at the time of renewal will apply throughout the Customer’s renewal term. TimeEdit will provide at least 6 months’ notice for adverse material changes to these Terms.
1. Use of the Service
1.1 The Services are defined in the Tender Documents. The TimeEdit Service Level Agreement apply to the Service offering. The Customer shall comply with the terms of this Agreement and all laws. Regulations and rules applicable to the Customer’s use of the Service.
1.2 TimeEdit warrants that the Service will be consistent with the service specifications at the date of signing this Agreement and not deviate in any material aspect during the Customer’s subscription term.
1.3 The Customer is not entitled to duplicate, reproduce or in any other way copy the software and/or the Service provided, nor any other material such as manuals or the design of the Service. The Service must not be used to investigate its availability, performance, functionality or to develop competing services.
2. Provision of the Services
2.1 TimeEdit shall provide the Service in accordance with that which has been agreed in writing. TimeEdit retains the right, by updating versions, to make additions to, removals from or to alter the Service on condition that the additions or alterations do not cause the Customer any serious inconvenience.
2.2 TimeEdit shall update and upgrade the Services and launch new versions of the Service in accordance with what TimeEdit considers appropriate to maintain overall quality and functionality during the Customer’s term. TimeEdit will provide at least 12 months prior notice if TimeEdit discontinue material functionality of a Service that the Customer is using, except when a 12 month notice period would (a) pose a security or intellectual property issue or (b) is economically, or technically burdensome or (c) would cause TimeEdit to violate legal requirements. TimeEdit may, even if it would cause some inconvenience to the Customer, introduce updates in the Service to protect it and for other security reasons. If the Customer should not accept any such significant changes, the Customer may terminate the Agreement in accordance with the termination provisions.
2.3 TimeEdit may use subcontractors in the provision of the Services. TimeEdit is responsible for the Services performed by subcontractors as if they were delivered by TimeEdit itself. The use of subcontractors when processing personal data is further governed in the Data Processing Addendum.
2.5 The purpose of such storage and retrieval of data is to enable the necessary login and logout procedures that are used within the framework of the service and to ensure that unauthorised parties cannot access the Services.
2.6 Some features may be offered as optional add-on modules at an additional cost and with additional terms. No such features are invoiced without the Customer’s prior approval.
3.1 Support and Availability
3.1 TimeEdit shall provide the availability of the Service and support services as set out in the TimeEdit Service Level Agreement, hereby incorporated into these Terms.
4. Security and Data Protection
4.1 TimeEdit will implement reasonable and appropriate measures designed to help the Customer secure the Customer’s content against accidental or unlawful loss, access or disclosure.
4.2 To the extent the Customer is processing personal data, these Terms incorporate the TimeEdit Data Protection Addendum (“DPA”).
4.3 TimeEdit shall ensure that the Customer’s Data is kept separately from data relating to TimeEdit’s other customers.
5. The Parties’ Responsibilities
5.1 TimeEdit is responsible for providing the Service as agreed, for fulfilling its obligations in accordance with current laws and regulations, and for performing the Service in a professional manner.
5.2 The Customer undertakes to use the Service in accordance with the terms of the Agreement and with valid laws, regulations and directives, and to pay due fees by the due dates. The Customer is responsible to provide legally adequate privacy notices and obtaining necessary consents for the processing of any User personal data;
5..3 The Customer warrants that the representative entering into the Agreement on its behalf has the necessary rights and authority to enter into a legally binding agreement with TimeEdit on behalf of the Customer.
5.4 The Customer is not entitled to use resources or otherwise seek unauthorised access to TimeEdit’s hardware or software, systems or other data that is not intended for the Customer.
5.5 The Customer, in relation to TimeEdit, is solely responsible for ensuring that information relating to the Customer’s use of the Service or to a party for whom the Customer is responsible, and that has been transferred to or been handled within the framework of the Service:
a) does not infringe third party rights or in any other way contravene valid legislation
b) cannot be deemed to be offensive, insulting and/or unethical, or
c) can damage TimeEdit or any other party. The Customer is responsible for ensuring that all necessary authorization exists for receipt, distribution and/or storage of the information that the Customer processes with the help of the Service.
d) ensuring that Customer Data is in an agreed-upon format, is not infected by viruses or anything else that could harm or influence TimeEdit’s systems or Services negatively and does not infringe the intellectual property rights of third parties;
e) assisting TimeEdit to a reasonable extent and taking reasonable actions to enable TimeEdit to deliver the Services. Login information and other instructions provided by TimeEdit shall be managed confidentially by the Customer and its Users. The Customer undertakes to immediately notify TimeEdit if the employment of a User who has the authorization to administer company information has ended or if someone else has or is feared to have been granted unauthorised access to login information or other instructions.
5.6 The Customer or its Users may not:
a) sub-license or resell the Services,
b) copy, decompile, attempt to determine the source code, methods, algorithms or procedures of the Service or otherwise "reverse engineer", modify, adapt or create new works or software based on the Service except as set out in mandatory law, or
c) attempt to circumvent licence keys or other user restrictions in the Service as applicable.
5.7 The Customer is responsible for ensuring that, by storing password(s) securely, unauthorised parties cannot access it/them and, thus, comparable information.
6. Fees & Charges
6.1 Charges are payable in accordance with TimeEdit’s price list that is valid from time to time, unless otherwise agreed. Charges do not include value added tax. Charges can be variable, fixed or one-time.
6.2 Subscription charge is fixed during the period of the Agreement and shall remain unaltered on the Agreement being extended if neither party has given notice of termination of the Agreement due to changes in terms.
6.3 Index-adjusted fees. The fees and charges under this Agreement may be adjusted annually by TimeEdit in accordance with the annual change in the SCB Labour Cost Index (LCI),(for Sweden), or corresponding index.
6.4 TimeEdit is entitled to charge fees from contract start date.
71. The Customer shall pay the fees and charges set out in the Agreement.
7.2 Unless otherwise agreed, variable charges shall be invoiced monthly in arrears and fixed subscription charges shall be paid in yearly advance as per the Agreement.
7.3 The invoice shall be deemed to have been received by the Customer five (5) working days at the latest after dispatch of the invoice to the address supplied by the Customer.
7.4 The Customer shall make payment to the account and before the due date specified on the invoice. Payment shall be deemed to have been made when it has been received by TimeEdit.
7.5 Where full payment has not been made within sixty (60) days after a reminder has been sent to the Customer, TimeEdit is entitled with immediate effect to shut down the services agreed upon until full payment has been made.
7.6 Where service has been shut down in accordance with section 7.5 or on other grounds in accordance with these terms and conditions, a special opening charge may be payable for the reopening of the service.
7.7 In the case of late payment, an annual penalty interest of fifteen (15) per cent shall be payable from the due date until full payment is made. TimeEdit is also entitled to charge reminder fees and any collection fees that are payable.
7.8 Where the Customer has not used an ordered service due to delay or circumstance relating to the Customer, this does not release the Customer from the liability to pay.
7.9 The Customer shall immediately notify TimeEdit in writing of any change of invoice address.
7.10 The fees are stated excluding VAT, withholding taxes and other charges which, if applicable, shall be paid by the Customer in addition to the stated amount.
7.11 If TimeEdit is charged with additional work or costs due to circumstances for which the Customer is responsible, TimeEdit may charge such costs as per TimeEdit’s current price list for professional services.
7.12 The Customer shall notify TimeEdit immediately if an invoice is deemed incorrect.
8. Term and Termination
8.1 To prevent renewal of the term as agreed, customer must provide a written notice prior to three (3) months of the end of each Term.
8.2 Unless otherwise agreed, TimeEdit do not provide any early termination or refunds. The Term will end on the expiration date and the subscription cannot be cancelled early. TimeEdit do not provide refunds if the Customer decide to stop using the Service during its Terms.
8.3 Party is always entitled to terminate the Agreement with immediate effect if the other party has stopped payments, started composition proceedings, gone into liquidation, has been declared bankrupt or demonstrated other clear signs of insolvency.
8.4 Where there is reason to believe that the Customer may be unable to fulfil their obligations in relation to TimeEdit, TimeEdit is entitled to terminate the Agreement with immediate effect. Instead of terminating the Agreement, TimeEdit is entitled to require the Customer to lodge security for the fulfilment of their obligations in relation to TimeEdit. Security for services ordered means payment of a sum equivalent to payment of running as well as fixed charges at least three (3) months in advance, which sum is offset in arrears against actual cost. Where the Customer is unable or refuses to lodge such security, TimeEdit is entitled to terminate the Agreement with immediate effect.
9.1 All intellectual property rights regarding the Service, equipment, software, manuals or other property and information provided by TimeEdit are and shall remain the property of TimeEdit or its licensors.
9.2 Nothing in the design of the Services or the correspondence between the Customer and TimeEdit shall be construed as a transfer to the Customer of such rights. Even if the Services are modified after input and suggestions from the Customer, the Customer has no right to such modifications, and they shall automatically be assigned to TimeEdit which may use them freely without any obligation to compensate the Customer.
9.3 The Customer owns (or has a license, permission from a third party to use) all material, and all Intellectual Property Rights and Personal Data that the Customer submits, or instructs TimeEdit to submit and upload, in the Service, such as the Customer's trademarks, images and texts.
10. User Rights to Services
10.1 The Agreement provides the Customer with a limited, non-exclusive, non-transferable, non-assignable, terminable. global right to access and use the Services that is made available for the Customer.
10.2 The Customer may not sublicense its rights under this section without having obtained TimeEdit’s written consent in advance. The Customer has no right to access code (e.g., object code and source code) to the software of the Service, either during or after the term of the Agreement.
10.3 Guarantee of Completeness. TimeEdit warrants that the Customer will not need to sign any additional license or pay royalties to third parties for the Customer to be able to use the Service adapted for the Customer in an intended manner and for the intended purposes.
10.4 All Intellectual Property Rights in Customizations (including documentation) shall be TimeEdit's exclusive right. The Customer still owns all rights to its own characteristics, design, "look-and-feel" elements and Content. When a Customization is delivered or made available to the Customer, the Customization forms part of the Service, and the Customer's right of use for the Customization is regulated in accordance with this section. TimeEdit has the right to make such Customization available to all its customers and third parties. The right to make available Customization does not include the Customer's identifiable characteristics or "look-and-feel" elements or Confidential Information.
11. Intellectual Property Rights Infringements
11.1 TimeEdit undertakes to indemnify the Customer from claims that the Customer’s use of the Service in accordance with these Terms, in Sweden and other countries agreed upon in writing, violates a third party’s intellectual property rights.
11.2 TimeEdit’s responsibilities under this paragraph only apply on the condition that: (i) the Customer promptly notifies TimeEdit regarding claims directed towards the Customer; (ii) TimeEdit is given the exclusive right to decide how the process is conducted; and (iii) the Customer complies with TimeEdit’s instructions and provides TimeEdit with reasonable assistance requested by TimeEdit.
11.3 If an infringement of third party intellectual property rights has occurred, TimeEdit shall, at its own discretion either: (i) ensure the Customer’s continued right to use the Services, or; (ii) change the Services to remove the risk for any infringement, or; (iii) replace the Services, or parts of the Services, with other equivalent services that cannot be considered to be an infringement; or (iv) terminate the Services and after deduction, to the Customer’s reasonable benefit, reimburse any unused fees paid without interest or liability to the Customer.
11.4 This section constitutes the sole responsibility that TimeEdit has towards the Customer in terms of infringement of third party intellectual property rights.
12. Customer Data
12.1 The Customer owns and holds all intellectual property rights to the information that the Customer conveys by way of the Service, and to the data created as a result of the Customer’s use of the Service.
12.2 TimeEdit is only entitled to use the Customer’s Data to the extent necessary in order to fulfil its obligations under this Agreement. TimeEdit is however entitled without limitation to use information regarding the Service’s function, performance, capacity and other statistics or similar information based on the Service’s processing of the Customer’s Data.
12.3 TimeEdit may not provide access to the Customer's Data to anyone other than employees or subcontractors, whose information requires such access. Access may only be granted in accordance with the terms of this Agreement
12.4 TimeEdit shall daily back up Customer Data to be able to restore the Service to the condition it was in before the backup was created. TimeEdit shall keep backups for at least seven (7) days, unless deleted according to the terms of the Data Processing Addendum.
13. Usage Data and System Data
13.1 Right to Usage Data. The Customer owns all customer-specific data that identifies the Customer and/or its Authorized Users, which these generate when using the Service as profile data and other customer-specific Usage Data (“Usage Data”).
13.2 Right to System Data. TimeEdit owns all rights to data on how the Service work and are used, such as, but not limited to, availability, response times, number of transactions and calls in the system, click data, visit, or session data ("System Data"), and also Usage Data in aggregated and anonymized form.
13.3 All Customer-Specific Usage Data and Customer-Specific System Data constitute Confidential Information which shall be processed in accordance with the provisions of confidentiality and may not be resold by any Party (which also includes any reports prepared for the Customer and which contain Customer-Specific Usage Data and System Data). Usage Data may also not be exported from the Service to Customer or to any other party.
13.4 Customer hereby grants to TimeEdit and its Affiliates an eternal, fully paid-up and royalty-free, non-exclusive license to use the Usage Data to make analyses and studies to improve the customer experience for users of the Service, as well as to gain insight into local needs and conditions and thereby further develop the Service.
13.5 TimeEdit shall anonymize and save Usage Data in accordance with guidelines and regulations in Data Protection Laws to ensure that customer-specific Usage Data can be saved and utilized in the long term.
14.1 If the Parties are to publish detailed information about the cooperation in accordance with the Agreement, the approval of both Parties is required. However, a Party has the right to use the Parties' name and company logotype for the marketing of the Partners' cooperation in general terms, including publication on the Parties' list of customers and website and social media channels, without obtaining further approvals.
15.1 The Customer understands and acknowledges that the Service may contain audit reporting capabilities which can be operated to generate and send to TimeEdit reports containing information about the usage of the Services including, without limitation, information detailing the number of reports generated by the Service and the number of users.
15.2 TimeEdit may cause the Services to operate these reporting capabilities periodically to obtain reports containing such usage information to verify the Customer’s compliance with the terms of this Agreement. If the Reports reveal any non-conformance with this Agreement resulting in usage of the Service for which the Customer has not paid, TimeEdit shall notify the Customer of such non-conformance. If such non-conformance requires any additional amounts to be paid to TimeEdit for additional usage, the Customer shall pay any amount owed within 15 days after receipt of an invoice from TimeEdit. If the Customer fails to pay TimeEdit the additional amounts due with such a [15-day] period, TimeEdit may (a) cause the Services to suspend operation until such time as the Customer brings its account completely current, or (b) exercise any other rights under the Agreement. If the Reports reveal any other non-conformance with this Agreement, TimeEdit may seek its remedies available to it under this Agreement.
16. Limited Warranty, Disclaimer and Liability for Defects
16.1 TimeEdit warrants that the Service will substantially conform in all material respects to the specifications set forth in the Documentation when operated and used as recommended in accordance with instructions from TimeEdit, with applicable minimum system requirements and the Terms and conditions of this Agreement.
16.2 Except as otherwise stated, TimeEdit does not warrant that the functions contained in the Service will meet the Customer's expectations or requirements or that the operation of the Service will be uninterrupted or error–free.
16.3 TimeEdit is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the software or for problems in the interaction of the Services with software from another source than TimeEdit. The Customer's exclusive remedy under this limited warranty is TimeEdit’s remedy of defects as set out in this section.
16. 4 Except as provided above, the Services are provided as is without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, title, and the entire risk as to the quality and performance of the Services is with the Customer.
16.5 Liability for defects. Defects or shortcomings exist if the Service substantially deviates from the specifications as presented on TimeEdit’s website from time to time. Defects or shortcomings shall be remedied by the Supplier the Customer claim, which shall contain detailed information about how the defect or shortcomings has manifested themselves. Costs for remedying defects or shortcomings shall be borne by TimeEdit with the following exceptions: TimeEdit shall not be liable for defects attributable to:
a) use in violation of TimeEdit’s instruction or Services' documentation or,
b) modifications undertaken by the Customer or,
c) documents, data and other information supplied by the Customer, and
d) hardware, software or other equipment not provided by the Supplier.
17. Limitation of Liability and Indemnification
17.1 A Party is not liable in any case for loss of profit or other indirect damage or loss or consequential damage, to the greatest extent permitted by applicable law. This also includes the Party's liability to third parties (such as the Customer's customers), even if the Party is informed that such damage may occur.
17.2 The Parties are not responsible for events beyond their control ("Force Majeure”). TimeEdit disclaim all liability with respect of any third-party products that you use.
17.3 The Parties' (including its Affiliates’) total liability under this Agreement is limited to a maximum amount of 50% of the Fees paid by the Customer to TimeEdit the last 12 month period, to the extent it is permissible by law. The limitation of liability does not apply in the event of personal injury, liability in case of intellectual property infringement, or if damage has occurred as a result of whether the Party has acted grossly negligently or intentionally.
17.4 A Party shall indemnify and hold the injured party Indemnified in respect of liability, damages, losses, costs and expenses (including reasonable costs for legal representation and amounts reasonably paid for handling legal claims) that have arisen for or caused the injured Party and arise directly as a result of Party's possible breach of contract against this Agreement.
17.5 Claims must be submitted in writing within [three (3) months] from the occurrence of the damaging event, otherwise the Party loses the opportunity to make a claim.
18. Force majeure
18.1 The Parties are not responsible for events beyond their control ("Force Majeure"). Force Majeure means, that neither Party to these Agreement shall have liability or responsibility to the other Party for any delay, failure to perform, service interruption, outage, damage, malfunction, or any consequence thereof or damage resulting therefrom, due to any circumstance beyond the Party's reasonable control including, but not limited to, inclement weather, climate change, resource shortages, all acts of nature and acts of God, strikes, civil disturbances, riots, terrorist acts, unavailability of or delays in goods or services needed from third parties including but not limited to third party hardware, software, data center, collocation, and cloud service providers, interruption or outage of or delay in telecommunications including the public Internet, voice lines, data lines, or any telecommunications equipment or service, transportation, delivery, power outages, electrical or other utility services, failure of third party hardware, software or services, or any acts or omissions of any third parties.
19.1 The Parties undertake, during the term of the Agreement and three (3) years thereafter, to keep all information relating to the Service, the Parties' activities, trade secrets, and the contents of this Agreement, as well as information that should reasonably be considered Confidential Information regardless of the information has been submitted before or after the conclusion of this Agreement secret. A Party may only use Confidential Information to fulfil the Agreement, to comply with mandatory laws or government regulations or to the extent required by applicable stock exchange rules.
19.2 Confidential Information does not include information that: (a) is or becomes publicly known other than by any act or omission of the receiving Party, (b) was lawfully held by the other Party prior to publication, (c) is lawfully disclosed to the receiving Party; the Party by a third party without limitation of information, or (d) developed independently of the receiving Party, as an independent development can be demonstrated with written evidence.
19.3 The term of confidentiality does not limit the obligation to keep trade secrets confidential.
20. Assistance at Expiration or Termination of the Services
20.1 When the Agreement ceases to be valid, the Customer’s right to use TimeEdit’s services also expires, in addition to the following provisions. On the expiry of the period of notice, the Customer shall immediately return/uninstall any software provided by TimeEdit for the service, and shall confirm in writing that this has been done.
20.2 If the Customer so requires, TimeEdit can provide services in order to assist the Customer to transfer the Customer’s Data from the Service to the Customer or to another party specified by the Customer. Payment to TimeEdit for these services is in accordance with TimeEdit’s valid price list from time to time. In the period during which TimeEdit provides such services, the Customer is entitled, to the extent to which it is necessary for the transmission of data by the above-mentioned method, to use the Service in accordance with this Agreement, but without payment of any charge in excess of that which is payable for TimeEdit's services.
21.1 The Parties shall bear the costs of entering into this Agreement.
21.2 The Status of the Parties. The Parties intend that TimeEdit and any of its personnel be engaged as independent contractors of Customer. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
21.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and no promise, undertaking, representation, warranty or statement by either Party prior to the date of this Agreement shall affect this Agreement.
21.4 Assignment. The Customer may only assign the Agreement with the written consent of TimeEdit. TimeEdit is always entitled to assign claims against the Customer that have arisen in accordance with the Agreement and to assign the Agreement in connection with outsourcing that affects the services covered by the Agreement, with acquisitions or with other reconstruction of TimeEdit's operations. TimeEdit shall notify the Customer of any planned or adopted changes as soon as reasonably possible from a business point of view.
21.5 Changes of Terms. These terms and conditions are valid until further notice. Updates to the terms will be published on TimeEdit’s website.
21.6 Severability. If any provision of this Agreement is found to be held invalid by a court competent jurisdiction, that provision only will be limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
21.7 Waiver. The waiver or failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
22. Applicable Law and Dispute Resolution
22.1 Any disputes arising from the Agreement shall be settled by a general Swedish court of law, with Stockholm District Court being the court of first instance.
22.2 The Agreement shall be governed by Swedish law, without reference to the choice and conflict of law provisions thereof.
22.3 Notwithstanding the above, TimeEdit reserves the right to bring actions in another general court of law or enforcement service with regard to unpaid debts for contracted services.
23.1 “Agreement” refers to the order form, statement of work executed by the Customer which sets out the Customer’s identity, ordered Services, price, contract period etc. (the “Main Document”) together with:
a) these Terms of Service;
b) the Service Level Agreement; and
c) Data Processing Addendum (as applicable).
The most current, as well as historical versions, of any appendices are available on our website, where you will always be able to see which version was applicable when you signed this Agreement. Changes to the Appendices are governed in these Terms.
If the provisions of the Agreement are inconsistent, the Main Document shall take precedence. If the provisions of the Terms or the Documentation are inconsistent, the appendices shall take precedence over each other in the order specified above, unless the circumstances clearly require otherwise. The Service Level Agreement, shall, however, always be given priority with regard to provisions on Service Levels and support. Written agreements reached by the Parties later shall take precedence over documents with an older date.
23.2 “Business Days”, means 08:00 to 17:00, local time any day except any Saturday, any Sunday, any day which is a national legal holiday in Sweden or any day on which banking institutions in Sweden are authorised or required by law or other governmental action to close.
23.3 “Customer” refers to the legal entity set out in the Agreement.
23.4 “Customer Data” refers to data that Customer and their Users upload or enter into the Service. It does not include any data of TimeEdit’s other customers or their Users.
23.5 "Service" includes services that TimeEdit markets under the name TimeEdit (or other name that TimeEdit may use in the future), use of software, the Customer's workspace and other services connected thereto with which TimeEdit supplies the Customer.
23.6 “Terms of Service” refers to these terms and conditions for providing the Service.
23.7 "Users” refers to the Users that the Customer has authorised to use the Service according to the Agreement. '