Valid from January 2016
These terms and conditions constitute an agreement between you and Nilex and governs your use and access to our service and website, agents and end-users regardless of whether it relates to a paid subscription service or a free trial of the service.
1 . ACCEPTANCE OF TERMS
1.1 Nilex AB. ("Nilex," "we" or "our") provides its services (as defined below) to you through its cloud environment website (the "Site") in accordance with these terms and conditions. End-user applications will be provided from the Site or from respective platform’s marketplace or Appstore. To be able to use Nilex services, you are obligated to read and accept our Terms of Service. By clicking on check box during ordering process, you accept Terms of Service as well as General Provisions.
1.2 By accepting these terms and conditions, or by using the Service or the Site, you acknowledge that you have read, understood and agree to be bound by these Terms and Conditions, and the information you provide when registering with the Service is correct and complete and is yours and that you have the right to use it. If you go into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates to these conditions, in which case the terms "You", "Your" or related terms here refer to such entity and its affiliates. If you do not have this permission, or if you do not agree to these terms, you cannot accept these terms and shall not use the Service.
1.3 You agree that these Terms and Conditions constitute an agreement between you and Nilex, even if it is electronic and is not physically signed by you and Nilex, and that these terms and conditions govern your use of the Service and supersedes all other agreements between you and Nilex.
2 . DESCRIPTION OF SERVICE
"Service" includes (a) site, (b) on request Nilex Cloud Solution ® and (c) other services to you through the Site that you have purchased, including any software, data, text, images, audio , video and other content made available through the Site, or developed through Nilex API (collectively "Content"). All new features that are added and extend the service are also subject to these conditions.
The service may also include basic or extended support based on the purchased service. Nilex is doing its best to make the service available as described in the master contract with the exception of (a) planned downtime (of which you will be notified in advance 6 weeks), or (b) the unavailability caused by circumstances beyond our control such as, but not limited to, acts of government, acts of terrorism or civil unrest, or technical failure beyond our control.
3. GENERAL CONDITIONS AND / OR USE OF THE SERVICE
3.1 Prerequisites for the conditions is that you agree to access and use the Service only for your internal business purposes. Named and of Nilex approved partners may also use the Service. We believe that the goal of using a help desk is to move cases to a 'closed' mode as quickly (and friendly) as possible, therefore, you agree to use all reasonable efforts to collect all your errands into a closed position.
You have a limited right to access and use the service, which is expressly granted to you herein. All rights, title and interest in and to the Service and its components, including all related intellectual property rights remain with us and belong exclusively to Nilex.
3.2 You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or otherwise commercially exploit or make the Service available to any third party, except as expressly permitted in these Terms, (b) use the Service to process data on behalf of third parties, (c) modify, adapt or hack the Service implying any form of sponsorship or affiliation with Nilex, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks, (d) use the service in any unlawful manner, including, but not limited to the violation of any person's right to privacy, infringing any intellectual property rights, or send spam or otherwise duplicate or send unsolicited messages in violation of applicable law, (e) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components, (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software included in the Service, (g) attempt to use or use the Service in violation of these Terms.
3.3 You are responsible for all information, data, text, messages or other materials you transmit via the Service. You are responsible for maintaining the confidentiality of your login and account, and are fully responsible for all activities that occur under your user name or account. You acknowledge and agree that your login can be used only by the number of persons specified in the order confirmation, and that you do not share a login between multiple people. You can create separate logins for as many people as your order confirmation allows.
3.4 Nilex failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision in these Terms and Conditions
3.5 Nilex or their authorized Reseller provide support via email or phone weekdays between 8:00 to 17:00 Central European Time. Matters to be notified via email to the email address email@example.com or their authorized Reseller.
4. DATA PRIVACY AND SECURITY, CONFIDENTIALITY
4.1 Subject to the express permissions of these Terms, You and Nilex will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.
Nilex will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of your data. These safeguards include encryption of your data in transmission (using SSL or similar technologies), except for certain Other Services that do not support encryption, which You may link to through service at your election. Our compliance with the provisions of this Section 4.2 shall be deemed compliant with our obligations to protect your data as set forth in Section 4.1. The data will be stored in …………………………………..
4.3 You agree that Nilex and the service providers we use to assist in providing the Service to You shall have the right to access your account and to use, modify, reproduce, distribute, display and disclose your Data solely to the extent necessary to provide the Service, including, without limitation, in response to your support requests. Any third party service providers we utilize will only be given access to your account and your data as is reasonably necessary to provide the Service and will be subject to confidentiality obligations.
Nilex may also access or disclose information about you, your account, agents or end users, including your data, in order to (a) comply with the law or respond to lawful requests or legal process; (b) protect Nilex or its customers’ or partners’ rights or property, including enforcement of these Terms or other policies associated with the Service; (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.
5. INTELLECTUAL PROPERTY RIGHTS
Each of us should have all rights, title and interest in and to all of our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and other intellectual property rights and / or property rights (collectively, "Intellectual Property Rights"). The rights granted to you to use the Service under these conditions does not give you any additional rights in the Service or in any intellectual property rights in connection therewith. Nilex shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to use suggestions, enhancement requests, recommendations or other feedback we receive from you. Nilex ® and Nilex other products and services names and logos used or displayed on the site are registered or unregistered trademarks of Nilex (collectively the "Marks"), and you may only use badges to identify you as a customer and user of the Service provided that you do not try, now or in the future, to assert any rights in the Marks, impairing distinctive Marks, or use the Marks to disparage or misrepresent Nilex, its services or products.
The usages of your brand in our or our authorized Reseller must be agreed upon and a part of the master contract.
6. THIRD PARTY SERVICES
6,1 External sites. The Service may contain links to, or otherwise may allow you to access and use certain third party products, services or software in separate terms and conditions (collectively, the "other services") along with our service. If you decide to access and use these other services, be aware that your use is governed solely by the terms of these other services, and we do not endorse, are not responsible for, and make no representations about these other services, their content or the manner in which they handle your data. Nilex is not responsible for damage or loss caused or alleged to be caused by or in connection with your access or use of such other services or your reliance on the privacy practices or other policies of such other services.
6.2 Integration. The Service may contain features that enable other services (such as social media services like Facebook and Twitter) that can be integrated directly into your Nilex experience. To take advantage of these features, you will be required to register or log in in such other services on their websites. By enabling third party services within the service, you allow Nilex to provide your login information to these other services for this purpose.
7. BILLING, PLAN AMENDMENTS AND PAYMENTS
7.1 Invoicing and payments. The Service is made available on a pay-as-you-go basis and is charged in advance of your chosen subscription period (twelve month). If you do not give your credit card or other payment information to Nilex before the end of a free trial period, your account will be invalid until payment information and charge approved. You will be billed immediately and, if appropriate, the trial period to expire. 7.2 Change your subscription. If you choose to upgrade your service according to confirmation by the number of officers and / or modules in your chosen subscription period, any incremental cost will be allocated ratably over the remaining term and charged to your account. Then you will be charged the adjusted rate on your next billing cycle. If you have a monthly billing period, you will not see a proportional credit in the current month, but your new billing rate will be reflected on your next monthly bill. Regardless of your billing cycle, there are no refunds or credits for partial months of service, downgrades, or refunds for unused time if you close your account before the end of your subscription. No exceptions will be made in order to treat everyone equally and keep our administrative costs low because it ultimately benefits our client base. Downgrade of your order confirmation level can cause the loss of content, features, or capacity of your account and Nilex does not accept any liability for such loss. Nilex reserves the right to contact you about special pricing if you maintain an exceptionally large number of end users, an unusually high monthly number of cases relative per employee, an unusually high level of open cases or other excessive stress on the service.
7.3 Overdue fees. If you do not pay your subscription fee on time, or if your card payment information is incorrect or cannot be processed and you do not update your payment information at our request, your entire subscription is suspended or revoked.
7.4 Billing Privacy. Nilex uses a third party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use your billing information except to process your credit card information for Nilex. 7.5 Tax. Unless otherwise stated, our fees cover, no VAT,
8. PHONE SUPPORT
If your order confirmation allows it, you can use our Nilex phone support, provided you understand and agree that (a) the service is not intended to support or carry emergency calls to any emergency services as public safety answering points, (b) Nilex will not be liable for any claims, damages or losses (and you hereby waive all such claims or to bring an action), arising from or relating to your (or your customers) inability to use your service subscription for such emergency calls, (c) You are responsible for Nilex voice functions in accordance with all applicable laws in your jurisdiction, including but not limited to telephone recording and eavesdropping laws, and (d) you will defend, indemnify and hold Nilex from and against any third party claims arising from any of the foregoing. Nilex can disable the phone number provided to you if unused or significantly underused in 60 days, or if your service is otherwise suspended or revoked in accordance with these Terms.
9. CANCELLATION AND TERMINATION
9.1 The account owner (as defined in the sign-up process) is responsible for closing the account, and may close the account by either clicking on the account link in the global navigation bar at the top of the screen (for immediate termination if paid by credit card) or by contacting Nilex on firstname.lastname@example.org or their authorized Reseeller. There is no other way to cancel your account. When you close your account, you lose access to all content, and we have the right to delete all content in the normal operation. This content cannot be recovered once your account is canceled. If you cancel the Service before the end of your current paid subscription period, your cancellation will take effect immediately and you will not be charged again.
If and when the contract is terminated by either party, a backup of the current database can be delivered.
9.2 Nilex reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse / all current or future use of the Service, suspend or terminate your account or any part thereof (or your use of the Service), and remove and discard any of your content to the Service if we believe that you have breached these terms subject 30 days of prior written notice. Nilex will use all reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account.
10. DISCLAIMER OF WARRANTIES
THE SERVICE, INCLUDING THE WEB SITE AND THE CONTENT, AND ALL SERVER AND NETWORKCOMPONENTS ARE PROVIDED UNDER AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND NILEX WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU ACKNOWLEDGE THAT NILEX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF VIRUSES, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM NILEX OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
11. LIMITATION OF LIABILITY
11.1 NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL (IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL ANY OF THE PARTIES UNDER THESE CONDITIONS, OR ANY PARTY BRANCH OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR AUTHORIZED BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, EXEMPLARY, OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOSS OF DATA, BUSINESS INTERRUPTION OR OTHER LOSS ARISING OUT OF SUCH PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD PREDICT SUCH DAMAGES.
11.2 LIMITS OF LIABILITY. NOTWITHSTANDING WHAT IS IN THESE TERMS, NILEX CLAIMS (INCLUDING THEIR SUBSIDIARIES) THE AGGREGATE LIABILITY FOR DAMAGES (MONETARY OR OTHERWISE) IN THESE TERMS BY YOU OR THIRD PARTIES ARISING FROM OUR SERVICE, SHALL BE LIMITED TO THE LESSER OF (I) THE ACTUAL DAMAGES ENCOUNTERED, OR (II) PAYMENTS MADE BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE APPLICATION. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE MAIN PURPOSE OF THIS SECTION 11.2 IS TO DISTRIBUTE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY FOR CHARGES UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SIGNIFICANTLY HIGHER IF NILEX WOULD ASSUME ANY FURTHER LIABILITY THAN WAS CONTAINED HEREIN. THE PARTIES ACKNOWLEDGE THESE LIMITATIONS WHEN DECIDING TO CONCLUDE THESE TERMS.
11.3 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so some of the above limitations may not apply to you. IN SUCH STATES NILEX LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
12.1 Indemnification by Nilex. Nilex will indemnify and hold you harmless from and against any and all claims against you due to your use of the Service as permitted hereunder, brought by a third party claiming that the Service infringed a valid patent or copyright or misappropriates third party's trade secret ( such claims, collectively "Claim"). Nilex shall at its own expense, defend such claims and pay compensation to you in connection therewith, including reasonable fees and expenses of attorneys hired by Nilex for such defense, provided that (i) you promptly notify Nilex of any explicit threat or notice of such claim, (ii) Nilex will have sole and exclusive control and authority to select lawyer, defend and / or settle such claims, and (iii) you will fully cooperate with Nilex in connection therewith. If your use of the Service has been, or in Nilex opinion is likely to become, the subject of any such claim, may Nilex in its sole discretion and expense (a) procure the right for you to continue using the service as set out below: (b) replace or change the service so that it is not infringing, or (c) if option (a) or (b) is not practical, terminate these Terms and refund any unused service charges. Nilex has no liability or obligation under this Section 12.1 regarding any claim if such claim is caused in whole or in part by (i) compliance with design, data, instructions or specifications provided by you, (ii) changes to the Service by anyone other than Nilex, or (iii) the combination, operation or use of the Service with other hardware or software where the service is not in itself infringing.
This Section 12.1 sets out the single, exclusive and entire Nilex liability to you and is your sole remedy in respect of claims brought because of your permitted use of the Service.
12.2 Indemnification by you. You agree to defend, indemnify and hold Nilex free from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from your breach of these Terms, or your and your end users access, use, misuse or unauthorized use of the Service. Nilex gives you notice of any such claim or proceeding. Nilex reserves the right to take the exclusive defense and control of any matter subject to indemnification under this section, in which case you agree to cooperate with any reasonable requests to help Nilex' defense of such material.
13. TRANSFER, THE ENTIRE AGREEMENT AUDITS
Either party may assign or transfer these Terms, in whole or in part, without restriction, provided that the transferee agrees to be fully bound by these terms. These Terms and Conditions replace earlier versions of these terms, or other discussions, agreements or arrangements or the parties (except the written agreement expressly accepted and established by both parties). Nilex may change or amend these terms from time to time, in which case the new terms will replace previous versions. We will notify you of such changes and direct you to the latest version.
Someone else cannot take over this contract without ……………….approval.
If any provision of these terms and conditions is found by a competent court to be unenforceable, such provisions shall be amended by the court and interpreted so as best to reflect the original meaning of the rule as far as the law permits, and the remaining provisions of these Terms shall remain in effect.
15. The connection between the parties
The parties are independent contractors. These conditions do not create a partnership, franchise, joint venture, agency, trust or employment relationship between the parties.
Sections 3 (General Conditions / Access and Use of the Service), 5 (Intellectual Property Rights), 7 (Billing, Plan Modifications and payments), 8 (Support), 9, (Cancellation and Termination), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnity), 13 (Assignment, entire Agreement, revisions), 14 (Split), 15 (the relationship between the parties) and 17 (Governing Law) will survive the termination of these conditions.
17. GOVERING LAW
Danish law shall be used in the application of this contract. Any disputes to this contract shall be finally decided through arbitration administrated by the Arbitration Institute of the Swedish Chamber of Commerce (”The Institute”). The Institute's rules for simplified arbitrary procedures shall apply unless the Institute, with consideration for the degree of difficulty of the case, the value of the dispute's object and other circumstances, decides that the rules for the Arbitration Institute of the Swedish Chamber of Commerce shall be applied to the procedure. In the last mentioned case, the Institute shall also decide if the arbitration board shall consist of one or three arbitrators. The arbitration procedure shall be held in Stockholm and in Swedish.