Legal
General Terms and Conditions
Last updated: 2024-09-15
General terms and conditions for access to a contract management solution as Software as a Service (SAAS)
These general terms and conditions ("GTC") apply when Tagd AB (organisation number 559364-3058) provides access to its SAAS and your use of software and additional services in their existing condition (the "Services").
The Customer gains access to the Services when these GTC have been accepted, which occurs in connection with the signing of the contract or through use of the Services.
1. Subscription
1.1 The Customer purchases a subscription to the Services that provides the Customer with access to and the right to use the Services. The Services are provided as-is and in accordance with good market practice. Tagd is responsible for errors in the Services that mean the Services do not function as they would normally be expected to function with regard to their purpose.
1.2 The subscription applies to the users and number of contracts specified in the offer. Only users with a paid and valid subscription have the right to use the Services.
1.3 Tagd or third-party suppliers own all rights to the Services. This contract does not mean that copyright or other intellectual property rights to the Services are transferred to the Customer. The Customer may not copy, modify, or otherwise handle software or other material belonging to the Services, nor transfer or grant rights to such software or other material belonging to the Services.
1.4 User licences are issued for individual named users. User accounts are created and administered by the Customer. User licences may not be shared or used by more than one user, but the Customer may freely transfer a user licence from one user to another. Each user should exercise caution when using credentials and passwords. Information about unauthorised use must be provided to Tagd when the Customer becomes aware of this.
1.5 The price for the subscription is the price stated in the offer. The price is always stated excluding value-added tax. The Customer receives a limited, terminable, non-exclusive, and non-transferable right to use the Services for the Customer's internal business operations in return for payment of fees according to the agreed price. The Customer retains ownership of all user data that the Customer provides to the Services.
1.6 The Customer retains ownership of the content that the Customer has entered into the service. Tagd may only use the Customer's data to provide the service or use it for statistical purposes (as non-identifiable data) and undertakes not to share, sell, or exploit the content for any other purpose.
1.7 Tagd has the right to make changes to the Services, which may involve changes in functionality.
2. Payment
2.1 When the contract is entered into between the parties, Tagd invoices the Customer for the subscription period agreed upon by the parties.
2.2 Payment shall be made 30 calendar days from the invoice date. In the event of non-payment, statutory default interest will be charged from the due date of the invoice, and if necessary, reminder or collection fees will be charged.
2.3 Tagd has the right to terminate the contract with immediate effect if payment of the invoice has not been made thirty (30) calendar days after the due date of the reminder invoice.
2.4 Price adjustment is made according to the Consumer Price Index (CPI). The base value is the index established for October of the preceding calendar year. Due to increased costs based on general or specific technological developments, Tagd has the right to increase the price beyond the CPI by up to three percent before each new contract period.
2.5 Tagd also has the right to increase the price in other cases, but Tagd must then contact you no later than thirty (30) days before Tagd increases the price to inform you of the change. The new price only takes effect when the next contract period begins. The Customer has the right to terminate the contract in the event of a price adjustment. If the contract is terminated, the contract continues for an additional period at the price before the most recent price adjustment and then ends.
3. Contract Period
3.1 The contract period is 12 months from the day the contract was signed, unless otherwise stated in our offer to you. If the contract is not terminated as described below, it is automatically extended by 12 months.
3.2 The Customer may terminate the Services by notifying Tagd in writing. Termination must occur no later than 30 calendar days before the end of the contract period. Tagd has the right to terminate the contract no later than three months before the end of the contract period.
3.3 Tagd's rights and obligations regarding confidentiality, rights to the service (including intellectual property rights), infringement of rights to the service, limitations of liability, and disputes and choice of law shall apply even after the contract has otherwise expired.
3.4 Operational reliability, support, information security, and processing of personal data
The Services are provided around the clock, 24/7, except for planned downtime. Tagd's ambition is for uptime to exceed 99%.
3.5 Support is provided via internet, email, and phone Monday to Friday 09:00 – 16:00.
3.6 Tagd's ambition is to provide secure and reliable services and strives to always apply sufficient administrative, physical, and technical security measures.
3.7 Regarding personal data provided by you in the Services, the Customer is the data controller and Tagd is the data processor. The parties shall therefore always enter into a data processing contract that regulates this relationship.
4. Limitation of Liability
4.1 Tagd's liability is limited to compensating only direct damages and excludes indirect damages such as lost profits, business opportunities, or data loss.
Tagd limits its total liability to an amount proportionate to the value of the contract over a 12-month period.
Liability is excluded unless there is intentional misconduct or gross negligence.
Tagd is only liable to the Customer and not to third parties such as employees, customers, suppliers, or partners.
4.2 The Customer must compensate Tagd for damages caused by the Customer or its users through intentional misconduct or gross negligence, particularly if the Customer misuses the SAAS service or breaches the contract.
4.3 Any claims for damages must be notified in writing within 30 days after the event giving rise to the claim has occurred.
4.4 Tagd provides certain automated features, including but not limited to AI-driven predictions, recommendations, and notifications to help you manage your contracts. These features are intended to assist in decision-making but do not replace your obligation to independently verify the accuracy, suitability, and timeliness of these results.
The Customer is responsible for reviewing and verifying all predictions or notifications generated by the Service, including but not limited to those relating to contract renewal, termination, or performance. Tagd does not guarantee the accuracy or completeness of such automated results and you acknowledge that the use of these features is at the Customer's own risk.
Tagd is not liable for damages, losses, or penalties arising from the Customer's failure to take timely action regarding contract termination, renewal, or other obligations based on automated predictions or notifications. The responsibility to monitor and act on the Customer's contractual obligations rests with the Customer.
Tagd's total liability for any errors or malfunctions in the automated features is subject to the limitations set forth in clauses 4.1 to 4.3.
5. Infringement of Intellectual Property Rights
5.1 Tagd is responsible for ensuring that the Services do not constitute an infringement of third-party intellectual property rights.
5.2 Tagd undertakes to compensate the Customer for any damages and compensation that the Customer is ordered to pay through settlement or judgment for infringement of intellectual property rights (including actions in violation of the Trade Secrets Act) through the Customer's use of the Services.
5.3 In the event of an alleged or established infringement, Tagd shall at its own expense take over the dispute and bring action on behalf of the Customer and at its own expense either ensure the Customer's right to continue using the Services or replace the disputed part of the Services corresponding to the functions.
6. Confidentiality
6.1 The parties undertake for a period of five years from the date of signing of this contract not to disclose to outsiders such information received by the party from the other party and which is of such a nature that it may be considered the other party's trade secret. The parties shall also take necessary measures to prevent such trade secrets from being disclosed to outsiders by employees. The confidentiality obligation does not cover information that (i) is publicly available at the time of receipt or subsequently becomes publicly available without any act or omission by the receiving party; (ii) was obviously known to the receiving party before the information was received in connection with the contract between the parties; (iii) the receiving party received without a confidentiality clause from a third party not bound by confidentiality towards the disclosing party; or (iv) the receiving party is required by law or government decision to disclose.
7. Assignment of the Contract
7.1 Rights and/or obligations under this contract may not be assigned without the other party's written consent.
8. Amendments and Additions
7.1 Rights and/or obligations under this contract may not be assigned without the other party's written consent.
9. Governing Law and Disputes
9.1 Swedish law shall apply to the contract. Disputes arising from the contract shall be finally settled by a court of general jurisdiction.
