Terms of Service

General

These Comprend Website-as-a-Service Terms of Service (the “Terms”) governs your use of the Comprend Services (as defined below) and are entered into by [Comprend AB, company reg. no. 559081-7465 with registered address Box 3666 SE-103 59 Stockholm, Sweden] ("Comprend") and the entity executing the Main Agreement (“You”, or “Customer”). Comprend and You are each referred to as Party and jointly referred to as Parties.

The Main Agreement, including any purchase orders, appendices and these Terms of Service (jointly the "Agreement"), constitute the Parties' complete Agreement of Comprend’s supply of the Comprend Services. In case of conflicting terms in these Terms and the Main Agreement, the Main Agreement shall prevail.

DEFINITIONS

For the purpose of the Agreement capitalized terms shall have the following meanings:

Acceptance Period

Time period after the delivery of a project in which the Customer may test the product or service and report complaints.

Agreement

This agreement between the Parties consisting of the Main Agreement and all of its appendices, including these Terms of Service.

Comprend Service

All services provided by Comprend to Customer in accordance with this Agreement. These services include Comprend Website as a Service (“WaaS”), Setup and Configuration Project, Design and Content Publishing, Service Retainer, Third Party Services and Additional Services.

Design and Content Publishing Services

Services provided to Customer consisting of for example, but not limited to, design, publishing, translation, writing, photography, and related front-end development and web analytics and SEO optimization.

Comprend Development Services and Consulting Service

Customized software development or configuration services performed by Comprend on Customer’s request and paid in full by Customer as agreed from time to time.

Customer Data

All data, documentation, reports, information, images, including without limitation personal data, that (i) are uploaded via the Services, (ii) are generated by Customer or Comprend via the Services, and (iii) are the result of your processing of data via the Services under (i) - (iii) above.

Documentation

Documentation provided by Comprend to Customer in tangible or electronic form related to the Comprend Service, as changed by Comprend from time to time.

Effective Date

The date on which the Project Process is initiated. The beginning of the contract term.

Error

Any reproducible material failure of the Comprend Service to function in accordance with its Documentation.

High Availability Days

High Availability Days are an additional service where Comprend monitors the website continuously during the day with immediate action taken and with service available without delays. Any service delivered during the day is charged separately as per separate agreement, either included in retainer or by the hour.

Intellectual Property Rights

Any patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Main Agreement

The executed and signed agreement to which these Comprend Website-as-a-Service Terms of Service constitutes an appendix.

Optional Services

Optional Services related to the Service offered by Comprend to the Customer, as set out in Appendix 1 (Price Specification) and as amended from time to time.

Personal Data

Any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the natural person.

Project Completion

The date on which a project is to be delivered, as agreed upon by the Parties. After Project Completion, the Acceptance Period commences.

Project Initiation

The date on which a project is initiated as agreed upon by the Parties.

WaaS

is the corporate communications website provided to you by Comprend with the agreed functionalities, offering secure and cloud based hosting and management of your website, databases and content, made available as a “Website-as-a-Service”.

System Administrator

Natural person responsible for managing access to and use of the WaaS, including adding and subtracting Users or granting other Users System Administrator rights.

User

A natural person authorised by the Customer to access and use the WaaS on behalf of the Customer.

PART I: WAAS 

Usage rights 

During the Term and subject to the terms and conditions of the Agreement, Comprend hereby grants to the Customer a non-exclusive, non-transferable right to (i) access and use WAAS solely for internal business purposes and (ii) to grant access to the User to use the Service subject to the terms of the Agreement. 

All rights and Intellectual Property Rights in and to WAAS not expressly granted herein are reserved to Comprend. 

Usage Rights are non-transferable, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee, provided that the transferee executes Comprend’s form of agreement agreeing to be bound by all of the terms and conditions of this Agreement.  

Authorised users’ use of WAAS will require the creation of a user account and will be subject to the acceptance of the applicable terms of use and privacy policy, as published on the website of Comprend’s instructions, as updated from time to time. User accounts are personal and must not be transferred from one individual user to another. 

WAAS allow you to upload or submit content such as text, images, video, information, documentation, reports, contact information, lists and other materials. You retain all rights in any content you upload or submit and you are responsible for that content. In order for us to be able to provide you with WAAS, you grant us a non-exclusive, royalty-free, worldwide, transferable, sub-licensable license to use, store, publicly display, publicly perform, reproduce, modify, and distribute any such content for the purposes of operating, providing and improving WAAS and our services. 

Use restrictions 

The Customer shall not, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the Comprend Services, except as expressly permitted hereunder and as permitted by applicable law(s); (ii) modify, create derivative works based upon, or translate the Comprend Services; (iii) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the Comprend Services in any form to any other party, nor shall the Customer attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder.  

You acknowledge and agree that Comprend shall own all right, title and interest in and to all Intellectual Property Rights (including all derivatives or improvements thereof) in the Comprend Services and any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any of Customer's users relating to the Comprend Services.  

Customer’s undertakings 

The Customer is responsible for the actions of omissions of its Users. The Customer shall manage passwords and other information used to access WAAS in a manner that prevents unauthorized access or use thereof.  

The Customer must not upload, store, nor integrate illegal, obscene, or otherwise objectionable material or information in WAAS, or otherwise use WAAS in violation of the purpose for which the WAAS is provided, or send, transmit or store viruses, Trojans or other harmful or malicious code, interfere with or disrupt the provision of the WAAS or the data therein, or try to access WASS or related systems in a way contrary to the Agreement. 

The Customer is liable for that all content uploaded in WAAS is lawful and compliant with applicable stock exchange regulations, irrespective of if it is uploaded by the Customer itself or by Comprend on behalf of the Customer.  

The Customer shall indemnify and hold Comprend harmless for costs which Comprend suffers due to acts or omissions by the Customer or its authorized users. 

The Customer is obligated to ensure that WAAS is not misused by: (i) use in violation of applicable law; (ii) dissemination of information that could reasonably be judged to be illegal or that take place in order to commit illegal acts; (iii) to invite or allow others to commit illegal acts; (iv) marketing, through mass mailings to e-mail addresses (so-called spamming) if the recipient did not provide their advance consent; (v) irresponsible proliferation of collections or compilations of personal data, and (vi) other actions that cause considerable inconvenience incurred by Comprend, Comprend’s system, or to other customers of Comprend. 

Service Retainer 

All service and support in accordance with this Agreement are provided in the form of a Service Retainer. The Service Retainer may include regular support hours as well as High Availability days. 

Regular support is provided by the hour as specified in the Main Agreement or in a separate Service Retainer Agreement between the Parties.  

The Customer may also have a set number of High Availability Days as part of the Service Retainer. Support provided during these High Availability days shall not count towards the total number of monthly hours of regular support included in the retainer.  

PART II: SETUP AND CONFIGURATION PROJECT 

Project description 

In order to begin using the WaaS, Comprend will carry out a Setup and Configuration Project on behalf of the Customer, in accordance with the specifications in the Main Agreement. This project will migrate all of the Customers content and design to the WAAS platform. The Setup and Configuration Project is provided in the form of a project and will follow the terms and conditions listed below. 

Project start and delivery 

The project will start on the date of the Project Initiation. The project will be completed on the date of the Project Completion.  

After the Project Completion, the Customer will have a 5 working days Acceptance Period, in which the Customer may test the result of the project. Within the Acceptance Period the Customer may report in writing any Error he encounters in the setup and configuration of the website. If no Error is encountered and reported during the Acceptance Period the Setup and Configuration project shall be considered fully delivered. 

If an Error is reported during the Acceptance Period, Comprend shall resolve the issue within 3 weeks from the date when the Error was reported. Upon resolving the reported issues, Comprend will inform the Customer that the issues have been resolved, and a new Acceptance Period of five (5) Business Days will begin. 

Late delivery and Errors 

If not otherwise agreed, and in the context of a 1:1 migration of the website, the Customer shall have the right to a reduction in price of 2,5% of the projects price for every full week the project is delayed, if the Setup and Configuration project is not completed at the Project Completion. 

Errors in the project shall be reported within the Acceptance Period at which time Comprend will resolve the issues and complete the project. Any compensation resulting in such Errors shall be regulated through the reduction in price based on late delivery, described above. 

Support 

The Setup and Configuration Project is subject to the same rules for Service and Support as are applicable to all of the Comprend Services, as found above. 

Cooperation and Communication 

Both Parties shall designate a Project Manager who is responsible for the communication between the Parties. Contact information of a Parties’ Project Manager shall be communicated to the other Party at the latest 2 days after the Project Initiation. If a Party wishes to replace their Project Manager they shall inform the other Party of this at least 7 days in advance of the switch. A Project Manager shall be designated for every project between the Parties and each Project Manager shall work in the specific projects for which they were designated. This means that information regarding a specific project must be sent to the Project Manager of that specific project. 

In order to achieve the project both Parties agree to cooperate and communicate with the other Party and carry out such reasonable request that the other Party makes in line with completing the project.  

Communication between the Parties shall be in writing. If a Project Manager has been designated and communicated by the other Party then all communication relating to that project shall be addressed to the Project Manager. 

PART III: Design and content publishing SERVICES 

Service description 

Comprend may provide Design and Content Publishing Services to the Customer in order to design and publish a certain number of pages in accordance with the specifications in the Main Agreement or in separate agreement. The project shall be provided in accordance with what has been separately agreed by the Parties.  

If not otherwise agreed, the Design and Content Publishing services are provided in the form of a project and will follow the terms and conditions listed below. 

Service start and delivery 

The project will start on the date of the Project Initiation. The project will be completed on the date of the Project Completion.  

After the Project Completion, the Customer will have a 5 working days Acceptance Period, in which the Customer may test the result of the project. Within the Acceptance Period the Customer may report in writing any Error he encounters in the setup and configuration of the website. If no Error is encountered and reported during the Acceptance Period the Setup and Configuration project shall be considered fully delivered. 

If an Error is reported during the Acceptance Period, Comprend shall resolve the issue within 3 weeks from the date when the Error was reported. Upon resolving the reported issues, Comprend will inform the Customer that the issues have been resolved, and a new Acceptance Period  of five (5) Business Days will begin. 

Late delivery and Errors 

If the Design and Content Publishing services are not completed at the Project Completion, the Customer shall have the right to a reduction in price of 2,5% of the projects price for every full week the project is delayed. 

Errors in the project shall be reported within the Acceptance Period at which time Comprend will resolve the issues and complete the project. Any compensation resulting in such Errors shall be regulated through the reduction in price based on late delivery, described above. 

Support 

The Setup and Configuration Project is subject to the same rules for Service and Support as are applicable to all of the Comprend Services, as found below. 

Cooperation and Communication 

Both Parties shall designate a Project Manager who is responsible for the communication between the Parties. Contact information of a Parties’ Project Manager shall be communicated to the other Party at the latest 2 days after the Project Initiation. If a Party wishes to replace their Project Manager they shall inform the other Party of this at least 7 days in advance of the switch. A Project Manager shall be designated for every project between the Parties and each Project Manager shall work in the specific projects for which they were designated. This means that information regarding a specific project must be sent to the Project Manager of that specific project. 

In order to achieve the project both Parties agree to cooperate and communicate with the other Party and carry out such reasonable request that the other Party makes in line with completing the project.  

Communication between the Parties shall be in writing. If a Project Manager has been designated and communicated by the other Party then all communication relating to that project shall be addressed to the Project Manager. 

PART IV: GENERAL  

Personal data and data security  

As a part of the performance of this Agreement, Comprend will process contact information of the Client’s users of WAAS, for which Comprend is the data processor and the Customer is the data controller.  

Unless Comprend is required by law to process personal data for any other purpose or means, Comprend must only process the following personal data in accordance with this Agreement, applicable data protection legislation and the documented instructions of the controller:  

Comprend shall only process the following categories of personal data that is submitted, stored, sent or received by Customer such as the contact information of Customer’s administrators of WAAS, personal data contained in information stored on the WAAS databases, contact information and information of occupation of Customer’s visitors of WAAS. 

Comprend shall only process personal data for the following - for the purpose of (i) providing the Customer’s administrators with access and use of WAAS and related technical support; (ii) preventing fraud; (iii) ensuring network and information security, including preventing unauthorised access to electronic communications networks and stopping damage to computer and electronic communication systems, (iv) perform analysis of the usage and performance of WAAS in order to improve the service, and (v) perform testing of WAAS and ancillary services.  

Comprend will process the personal data as long as the processing is necessary for its intended purpose. Comprend will enable Customer to delete personal data on expiry of the applicable term Customer instructs Comprend to delete personal data (including existing copies) from Comprend’s systems in accordance with applicable law, as soon as reasonable practicable. Comprend will comply with this instruction as soon as reasonably practicable.  

Comprend further agrees to: 

  • process personal data only on documented instructions from the Customer, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which Comprend is subject; in such a case, Comprend shall inform the data controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest; 
  • ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; 
  • take all suitable technical and organisational measures required in order to protect the processed personal data in line with Article 32 of the GDPR. If Comprend intend to change their technical and organisational measures in a way that might affect the protection of personal data, the Customer shall be informed of this beforehand; 
  • provide information relating to appropriate security measures based on for example the sensitivity of the personal data and the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted; 
  • assist the Customer by appropriate technical and organisational measures, taking into account the nature of the processing, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of GDPR; 
  • assist the data controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to Comprend; 
  • at the choice of the Customer, delete or return all the personal data to the Customer after the end of Comprend’s commitments based on this Agreement, and delete existing copies unless Union or Member State law requires storage of the personal data; 
  • make available to the Customer all information necessary to demonstrate Comprend’s compliance with the obligations laid down in the relevant data protection regulation, and allow for and contribute to audits, including inspections, conducted by the customer or another auditor mandated by the Customer. 
  • Incident Notification. If Comprend becomes aware of a data incident, Comprend will: (a) notify customer of the data Incident promptly and without undue delay; and (b) promptly take reasonable steps to minimize harm and secure customer data. 

Consent to sub processor engagement - Customer specifically authorizes the engagement of Comprend’s affiliates as sub processors. Comprend may further subcontract Personal Data storage, maintenance and processing to third parties within and/or outside the EU/EEA and shall observe the adequate safety mechanisms in order to uphold the integrity and security of its Users’ Personal Data. Upon request, Comprend may supply a list of the existing data processors. 

To this end, upon the Customer’s request, Comprend and the Customer may enter into a Data Processing Agreement (Sw. Personuppgiftsbiträdesavtal), which the Customer may share with its Users if requested. 

Comprend shall not use Personal Data except as is required to analyse, perform testing, improve the Comprend Service and as necessary to perform its obligations under this Agreement. 

Comprend owns all right, title and interest in the Personal Data in aggregated, anonymized form (after which the information no longer constitutes Personal Data). 

Requirements in this section that are solely based on the requirements of the General Data Protection Regulation (“GDPR”) shall apply to the Parties from the 25 May 2018. 

Rights to Customer Data  

The Customer owns all right, title and interest in the Customer Data. The Customer hereby grants to Comprend a non-exclusive, non-transferable, non-sub licensable right and license to use, copy, transmit, modify and display the Customer Data solely for purposes of Customer’s use of the Comprend Service. 

Third Party Services Integrations 

The Customer may request an integration of third party services into WaaS for an additional cost specified in the Main Agreement or in a separate price specification as requested by the Customer.  

The Customer will request and Comprend will accept an integration in writing. Upon acceptance from Comprend the integration shall be functioning and available within 4 weeks, or as otherwise specified in the written request and acceptance of the integration. 

When an integration is functioning and available Comprend will contact the Customer in writing. The Customer will at this point have 5 working days to test the integration and present potential complaints or Errors in writing. If no such complaints are presented during such acceptance period the integration is to be considered delivered. 

The cost for Third Party Service Integrations shall be charged from the date of delivery as described in the section above. 

Comprend are not responsible for the service level of any third-party product used by the Customer, whether integrated in the WaaS services or not.  

Additional Services 

Additional services that involve a development project shall be provided in the same manner as the Setup and Configuration Project and the Design and Content Publishing services, as described above, unless otherwise agreed in writing. 

Fees and payments terms 

Comprend shall invoice and the Customer shall pay the fees in the currency shown in the Main Agreement or in Appendix 2 Pricelist (as applicable). Should no currency be shown in the price list, the fees shall be deemed to be in EUR. Transfer fees and similar bank charges shall be paid by the Customer.  

The Fee for the WaaS may be based on either a flat rate or the amount of page views. Prices based on page views shall be calculated in accordance with what is provided in the Pricelist. All fees are exclusive of value added tax and other governmental charges and taxes, which shall, if applicable, be paid by the Customer in addition to the fees.  

Services are invoiced monthly in arrears, by the last week in every month. Recurring fees are invoiced quarterly in advance. Specification s are set out in each invoice.  

Late payment is charged interest corresponding to the higher of 8 % per month and the Swedish Interest Act (Swe: Räntelagen). Comprend may charge fees for administrating invoices and payments and reminders due to late payment.  If the Customer is delinquent in payment of any portion of an invoice, Comprend may, in addition to any other remedies it may have, including termination, temporarily suspend access to the Comprend Service. 

Price Changes. Comprend may change the price of the Comprend Services once annually. Comprend will notify the Customer at least 30 days prior to the price change enters into effect. The Pricelist in Appendix 2 shall be deemed to have been amended accordingly. 

All payments made by the Customer shall be applied first to settle all costs and interest due and then to those invoices which have been outstanding for the longest time, even if the Customer states that the payment relates to an invoice of a later date. 

Comprend shall be entitled to charge a fee for any payment reminders and reserves the right to send the same via e-mail to an invoice reference provided by the Customer. The Customer shall be responsible for the reasonable costs incurred by Comprend when collecting overdue fees.  

In the event of a material changes in economic, financial, legal or technological circumstances, such as, but not limited to official decisions of governmental authorities or courts, proposed changes to laws or changes to the price for components or licenses that form part of the Services, that causes adverse economic consequences to Comprend and thereby rendering difficulties to perform Comprend’s contractual obligations under this Agreement, the Customer shall indemnify Comprend for any direct increased costs that Comprend is forced to accept in order to supply the Comprend Service.  

Changes to the Terms 

Comprend reserves the right, from time to time and in its sole discretion, to update these Terms. Comprend will notify You of any changes to the Terms by posting the changes and the new terms on Comprend.com, thirty (30) days before they start to apply. In cases of material changes to the Terms, Comprend will also notify you in writing thirty (30) days before the new updated Terms start to apply. You will be notified to the contact details provided by You to Comprend. 

Term and termination 

If not otherwise agreed, the Agreement may be cancelled by written notice with immediate effect and without liability if: (i) the other party commits a material breach of this Agreement, which is not remedied within sixty (60) days of written notification, (ii) the other party suspends its payments generally or should enter into liquidation, be declared bankrupt or otherwise be deemed insolvent or enter into composition or a non-bona fide company reorganization , or (iii) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. 

Comprend is entitled to terminate this Agreement with immediate effect if the Customer violates any of the provisions in this Agreement concerning usage rights, use restrictions, Customer undertakings, payment terms, Intellectual Property Right and confidentiality and has not remedied the breach within fifteen (15) days of written notification thereof.  

Comprend reserves the right to audit Customer’s use of the Comprend Services to ensure that Customer is in compliance with the terms of this Agreement. 

Upon termination of this Agreement: (i) Customer shall immediately pay Comprend any amounts payable or accrued but not yet payable to Comprend, including any deferred payments or payments originally to be made over time; (ii) provided that Customer has paid all amounts owed to Comprend hereunder, Comprend shall, upon written request received within 30 days of termination, provide any Customer or User in Customer Network who has purchased access rights to the Comprend Service with access to the Comprend Service for a period of twenty four (24) hours for the limited purpose of exporting Customer’s Data; and (iii) Comprend shall immediately terminate access to the Comprend Service by Customer.  

Service level, maintenance, support 

The WaaS Service will achieve System Availability (as defined below) of at least 99,9% in each case during any monthly billing cycle during the term of this Agreement (the “Service Commitment”) 

System Availability” means the number of minutes in a month that the key components of WAAS is operational as a percentage of the total number of minutes in such month, excluding downtime resulting from (a) scheduled maintenance, (b) events of Force Majeure in the Agreement, (c) malicious attacks on the system (unless due to negligence of Comprend in its security obligations), (d) issues associated with a User’s computing devices, local area networks or internet service provider connections, or (e) inability to deliver services because of acts or omissions of Customer or any User. 

"Downtime" means, for a server, if there is more than a ten-percentage points user error rate. User error is calculated using server monitoring software, based on results from ping tests, web server tests, TCP port tests, and website tests. Downtime is measured based on server-side error rate. 

Notwithstanding the foregoing, Comprend does not guarantee network availability between Customer or Customer Network and Comprend’s hosting servers, as such availability can involve numerous third parties and is beyond the control of Comprend. 

If Comprend fails to meet System Availability in the month, upon written request by Customer within 30 days after the end of the year, Comprend will issue a credit in the next invoice in an amount equal to 2% of the monthly fee for the affected Services for each 1% loss of System Availability below stated SLA per Service, up to a maximum of the Customer’s fee for the affected Services. If the fee has been paid in advance, then at Customer’s election Comprend shall provide a credit to Customer to be used for additional Users or term extension or refunded to Customer.  

The remedy stated in this section is Customer’s sole and exclusive remedy for interruption of the Services and Comprend’s failure to meet System Availability. 

Support Options and Procedures. Comprend shall provide general support to the Customer as set forth on the Support section of the Comprend website for the Comprend Service. In addition, Comprend may offer premium support options to Customer at an additional charge. 

Error Correction. Comprend shall use commercially reasonable efforts to correct all Errors or to provide a reasonable workaround as soon as possible using its reasonable efforts during Comprend’s normal business hours. Customer shall provide such access, information, and support as Comprend may reasonably require in the process of resolving any Error. This paragraph is Customer’s sole and exclusive remedy for Errors. 

Support Exclusions. Comprend is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by: (i) the acts, omissions, negligence or wilful misconduct of Customer, including any unauthorized modifications of the Comprend Service or its operating environment; (ii) any failure or defect of Customer’s or a third party’s equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of Comprend’s firewall) ; (iii) Customer’s use of the Comprend Service other than in accordance with the Documentation; or (iv) a force majeure event. 

Support Fees. Comprend has the right to invoice the Customer at its standard services rates for any support issues excluded by Comprend in section above that have been preapproved in writing (including in an e-mail) by Customer. 

Limitation of Remedies. Correction of Errors as defined in this Agreement shall be Customer’s sole remedies for any Errors in the Comprend Services. 

Comprend shall take any measures Comprend deems appropriate to protect the integrity of the Comprend Services. The security of the Comprend Services shall not be less protective than what could reasonably be expected from a supplier of Comprend’s size and taking into consideration the type of Comprend Services and information typically processed in the Comprend Services.  

Intellectual property rights 

The Comprend Services are protected by Intellectual Property Rights, such as, but not limited to, patent right, copyright, trademarks, design rights and such generis database rights. Any and all Intellectual Property Rights attributable to the Comprend Services, (“Intellectual Property Rights”) are the sole and exclusive property of Comprend or its third-party licensors.  

Any content uploaded by the Customer into WAAS, such as, but not limited to copyright, trademarks, design rights and such generis database rights will remain Customer’s or its third-party licensors sole property.  

Customer understands and agrees that Customer’s rights or access to the Intellectual Property Rights are limited to those rights expressly granted in this Agreement and do not include any other licenses or implied rights. Customer shall promptly notify Comprend of any actual or threatened misappropriation or infringement of Intellectual Property Rights which come to Customer’s attention. 

References 

Unless otherwise agreed, Comprend may use information about the Customer, projects etcetera for marketing purposes, such as references during canvassing. For the avoidance of doubt, the use of the name of the Customer shall not entail that Comprend discloses any information in violation of either its secrecy undertaking or protection of personal data as set out by law and this Agreement. 

Confidentiality 

Each Party shall, during the term of this Agreement and for five (5) years thereafter, treat as confidential and shall not disclose to any third party any information relating to the other’s past, present or future development, business activities, processes, inventions, customers or suppliers which is disclosed in writing, orally or any other form and which typically or explicitly is of a confidential nature. Said information may only be used by the receiving party for the proper performance of its obligations or rights hereunder. For the avoidance of doubt, any Intellectual Property Rights are confidential information. 

The previous Section shall not apply to information that is or becomes generally available to the public, information in the possession of the receiving party before its receipt, information obtained from a third party who is free to divulge the same or disclosure of information which is required by mandatory law. 

Warranties 

The Comprend Services are provided in conformity with the Documentation and Service Levels. Defects or shortcomings exists if the Comprend Services substantially deviates from the Documentation and Services Levels. 

Subject to the above warranty, Comprend Services are provided “as is” and “as available”, without express or implied warranty or conditions of any kind other than as expressly stated in this Agreement. Further, Comprend makes no representations and disclaims any and all warranties including, but not limited to, warranties concerning satisfactory quality, fitness for a particular purpose, results from use of the Comprend Services, non-infringement of third party’s Intellectual Property Rights or that the Comprend Services is free of malware or other harmful components.  

Third Party Applications and Integrations. Comprend makes no representation nor do they warrant, endorse, guarantee, or assume responsibility for any third-party applications or integrations (or the content thereof) or any other product or service advertised or offered by a third party on or through the Comprend Services, or featured in any banner or other advertising.  

Quality of User Data. Comprend makes no representations and disclaims any and all warranties concerning satisfactory quality or legality of User Data, fitness for a particular purpose and results from interpretation and use of the User Content.  

Collection of Data. Since Customer Data and Personal Data collection is dependent on several factors, such as, but not limited to, Customer, User or other party appointed by Customer or User, complying with instructions from Comprend for the use of Comprend Services and attributable software or installation or configuration processes, Comprend makes no representation nor does Comprend warrant, endorse, guarantee, or assume responsibility for that Customer Data and that Personal Data collection may be performed or upheld at all times. 

Customer’s warranties. Customer warrants that it has any software that Comprend, on Comprend website, in the Documentation or by another written method, has stated as required in order to use the Comprend Services, or which otherwise is clearly required for such use.  

Customer warrants it has the necessary software agreements and licenses in place to allow Comprend’s performance of the Service under this Agreement.  

Customer warrants that it is entitled to let Comprend process Customer Data and Personal Data in the Comprend Services. Furthermore, Customer warrants that it complies with any applicable law on personal data, data security, laws of stock exchange and securities. 

Customer warrants that Customer, or any third-party appointed by Customer, will comply with any Documentation, instructions and manuals for the use of the Comprend Services supplied by Comprend.  

Damages  

In the occasion of Customer’s material breach of this Agreement, which is not corrected within ninety (90) days after a received written notice of the breach from Comprend, Customer is liable for damages to the extent that Comprend may show actual damages.   

Limitation of liability 

Except for breach of confidentiality and Intellectual Property Rights or claims, the following limitation of liability shall apply. To the extent permitted by law, each party's aggregate liability during any calendar year (1 January - 31 December) is limited to injury caused by grossly negligent or wilful behaviour and is limited to EUR 10 000. Nothing shall limit the Parties’ liability in case of death or personal injury caused by negligence when fulfilling the purpose of this Agreement. 

Neither party is liable for indirect or consequential damages.  

Except with regard to payment of fees and violation of Intellectual Property Rights, a party forfeits its right to damages (as well as off set), price reduction and other compensation if the party fails to forward such claim for damages to the other party within three (3) months after the party discovered (or reasonably should have discovered) the cause for the claim.  

Indemnification 

Intellectual Property Rights Indemnity – to the extent permitted by law, Comprend shall have no liability to Customer regarding any action or claim alleging intellectual property infringement based upon any conduct involving (i) the use of the Comprend Service in combination with other devices or software not supplied by Comprend (including without limitation any application software produced by Customer) or (ii) the alteration, modification or customization of the Comprend Service by any person other than Comprend, or by Comprend based on Customer’ specifications or otherwise at Customer’s direction or (iii) any failure to install an update to the Comprend Service provided by Comprend. 

In the event of an intellectual property infringement action or claim against Comprend which is based on any conduct described in the preceding section, Customer shall at its own expense defend such action or claim, and Customer shall pay any and all damages and costs finally awarded against Comprend in connection with such action or claim, provided that Comprend notifies Customer promptly in writing of such action or claim, Comprend gives Customer sole control of the defence thereof (and any negotiations for settlement or compromise thereof), and Comprend cooperates in the defence thereof at Customer’s expense. 

Personal Data and Warranties Indemnity -  Customer shall indemnify Comprend from and against claims from third parties based on (i) Customer’s failure to obtain consents for Comprend’s processing of Personal Data and (ii) failure to fulfil obligations and the Customer’s warranties. 

Force Majeure 

Any failure or delay by Comprend in the performance of its obligations under this Agreement shall not be deemed a breach of contract if such failure or delay is caused by fire, flood, earthquake, scarcity in electricity, cyberattacks, elements of nature, public utility electrical failure, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, or labour difficulties, court order, authority decisions, power outage, delays or disruptions of the Internet or telecommunications networks including city fibre networks, national and international access points that connect internet service providers, third party non-performance, non-standardized methods, material, or any other similar cause beyond the reasonable control of Comprend. Comprend does not accept any liability for the consequences arising out of any such force majeure events. 

Miscellaneous  

This Agreement with any appendices constitute the entire agreement between the Parties and shall supersede all prior written or oral agreements between the Parties regarding the subject matter of this Agreement. 

You may not transfer or assign any rights or obligations and licenses granted under this Agreement without Comprend’s prior written consent. Comprend may, however, assign and transfer any of its rights or obligations under this Agreement, including relating to any Personal Data, at any time in connection with the sale (whether by merger, equity sale or otherwise) of (i) Comprend, (ii) the Comprend Services or (iii) a portion of Comprend or the Comprend Services that would reasonably require the acquirer of said portion to be assigned such rights in order for the Customer to continue to receive the Comprend Services. Any change of control transaction is deemed an assignment hereunder. If such a sale would entail the assignment of any Personal Data, Comprend shall undertake to receive the Customer’s prior consent to such transfer. 

Unless otherwise agreed, any amendment or modification to this Agreement or any of the appendices must in order to be binding for the Parties be in writing and signed by both Parties. 

If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable. 

Applicable law and dispute resolution 

The Agreement shall be governed by the substantive laws of Sweden, without reference to the choice of law and conflict of law provisions thereof. 

Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. 

The place of arbitration shall be Stockholm, Sweden and the language to be used in the arbitral proceedings shall be English, or Swedish (as agreed by the Parties). 

Any and all information disclosed during or otherwise in connection with the arbitration procedure including the content of the award constitutes confidential information. 

______________________

Stockholm

Switchboard
+46 8 407 22 00

Staffan Lindgren
CEO
+46 70 971 12 12

  •  

  • Sveavägen 20, PO Box 3666
    103 59 Stockholm
    Sweden 

London

Switchboard
+44 (0)20 7336 8429

James Handslip
Director
+44 (0)208 089 1583

  •  

  • Second Floor, 59 Lafone Street,

    Courage Yard
    London SE1 2LX
    United Kingdom

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