Terms of service

Tagd general terms of service for access to contract management solution as Software As A Service (SAAS)

These general terms of service (“TOS”) apply when Tagd AB (organization 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 TOS have been accepted, which occurs in connection with signing the agreement or using the Services.

1. Subscription

1.1 The Customer purchases a subscription to the Services which gives the Customer access to and the right to use the Services. The services are provided as is and according to good practice in the market. Tagd is responsible for errors in the Services which mean that the Services do not function as they should regarding the Services’ function.

1.2 The subscription applies to the users and number of contracts specified in the offer. Only Users with a paid and valid subscription are entitled to use the Services.

1.3 Tagd or third party suppliers own all rights to the Services. This Agreement does not mean that copyright or other intellectual property rights to the Services are transferred to the Customer. Customer may not copy, change 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 licenses are issued for individual named Users. User accounts are created and administered by the Customer. User licenses may not be shared or used by more than one User, but the Customer may freely transfer a user license from one User to another. Every user should exercise caution in the use of permissions and passwords. Information about unauthorized use must be provided to Tagd when the Customer receives information about this.

1.5 The price for the subscription is the price specified in the proposal. 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 against the 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 Tagd has the right to make changes to the Services, which may mean changes in functionality.

2. Payment

2.1 When the agreement is entered into between the parties, Tagd invoices the Customer for the subscription period entered into between the parties.

2.2 Payment must be made 15 calendar days from the invoice date. In the event of non-payment, statutory late payment interest is added from and including the due date of the invoice and, where applicable, a reminder or collection fee is charged.

2.3 Tagd has the right to terminate with immediate effect the Agreement if payment of the invoice has not taken place thirty (30) calendar days after the due date of the reminder invoice.

2.4 Price adjustment takes place according to the Consumer Price Index (CPI). The base value is the index established for the month of October of the previous calendar year. Due to increased costs based on general or specific technical development, we have the right to raise the price in addition to the CPI by up to three percent before each new contract period.

2.5 Tagd also has the right to raise the price in other cases, but then we must contact you no later than thirty (30) days before we raise the price to inform you of the change. The new price only comes into effect when the next contract period begins. You have the right to terminate the Agreement in the event of a possible price adjustment. If the Agreement is terminated the agreement then runs for another period with the price before the latest price adjustment and ends thereafter.

3. Contract period

3.1 The contract period is 12 months from the date the contract was signed, unless otherwise stated in our proposal to you. If the Agreement is not terminated as described below, it is automatically extended by 12 months.

3.2 The customer can terminate the Services by notifying Tagd in writing. The termination must be made no later than 30 calendar days before the end of the contract period. Tagd has the right to terminate the Agreement no later than three months before the end of the contract period.

3.3 Our rights and obligations relating to confidentiality, rights to the service (including intellectual property rights), infringement of rights to the service, limitation of liability as well as dispute and choice of law shall be valid even after the agreement has otherwise ceased to apply.

3.4 Operational security, support, information security and processing of personal data
The services are provided 24/7 except for planned downtime. Our ambition is for uptime to exceed 99%.

3.5 Support takes place via the Internet, e-mail and telephone, Monday to Friday, 08.00 – 17.00.

3.6 Tagd’s ambition is to provide safe and reliable services and strives to provide adequate administrative, physical and technical security measures at all times.

3.7 Regarding personal data supplied by you in the Services, the Customer is the personal data controller and Tagd personal data assistant. The parties must therefore always sign a personal data processing agreement that regulates this relationship.

4. Liability limitations

4.1 Our total liability is limited to so-called direct damage. As long as we did not act with intent or were grossly negligent, we may, during a running period of twelve (12) months, be obliged to pay compensation the amount that remains of the contract value in relation to the contract period. We are not responsible for so-called indirect damage, for example lost or lost profit and/or loss or corruption of data. We are only liable for damages to you. We are not responsible towards others, for example Users, your employees, customers, suppliers or partners.

4.2 You must compensate us for damages that we suffer because you or your Users, through intent or gross negligence, used the Services in violation of the Agreement or in a way that damaged us.

4.3 Claims for damages must be notified in writing to the other party. The report must be made as soon as possible but no later than thirty (30) days after the circumstance was discovered or should have been discovered.

5. Infringement of rights

5.1 Tagd is responsible for ensuring that the Services do not constitute an infringement of the intellectual property rights of third parties.

5.2 Tagd undertakes to reimburse the Customer for the compensations and damages that the Customer is ordered to pay by settlement or judgment for infringement of intellectual property rights (including acts contrary to the law on business secrets) through the Customer’s use of the Services.

5.3 In the event of an allegation of or ascertained infringement, Tagd shall at its own expense take over the dispute and bring proceedings for the Customer, and at its own expense either assure the Customer the right to continued use of the Services or replace the disputed part of the Services that corresponds to the functions.

6. Non-disclosure

6.1 The parties undertake, for a period of five years from the date of signing this agreement, not to disclose to outsiders such information received by the party from the other party which is of such a nature that it can be considered as the other party’s trade secret. The parties shall also take the necessary measures to prevent such trade secrets from being disclosed to outsiders by employees. The confidentiality commitment does not cover information that

(i) is publicly available at the time of receipt or which subsequently becomes publicly available otherwise than through the receiving party’s act or failure to act;
(ii) was demonstrably known to the receiving party before the information was received in connection with the agreement between the parties;
(iii) receiving party received without a confidentiality clause from a third party who is not bound by confidentiality in relation to the sending party; or
(iv) receiving party according to constitution or authority decision is obliged to disclose.

7. Transfer of the Agreement

7.1 Rights and/or obligations under this Agreement may not be assigned without the written consent of the other party.

8. Changes and additions

8.1 Amendments to and/or additions to the Agreement must be in writing and signed by the parties to be valid.

9. Applicable Law and Dispute

9.1 Swedish law shall be applied to the Agreement. Disputes arising from the Agreement shall be finally settled by a general court.