These Terms of Service (the “Terms”) govern Mavenoid AB's, a company registered in Sweden with company registration number 559057-5170 and/or any of its subsidiaries ("Mavenoid")'s, provision of a service for troubleshooting and other features, as applicable, (the "Service") to a customer ordering the Service from Mavenoid (the "Customer"). By placing an order for the Service (the "Order"), either on Mavenoid's website or by any other means, the Customer agrees to be bound by and comply with these Terms.
1. The Service
1.1 The Service consists of certain self-service and remote service functionality and related functions, provided by Mavenoid to the Customer in the form of a subscription-based software as a service-solution for the purposes of enabling the Customer to provide online support, as further described here, or in the applicable service description (in an appendix to the Order).
1.2 Mavenoid shall make the Service available to the Customer as from the date stipulated in the Order (the "Service Start Date").
1.3 The Service is made available under different subscription packages, with different prices and service capacity, as further described here or in the applicable appendix to the Order.
1.4 The Customer chooses its subscription package when placing the Order and these Terms apply to the applicable subscription package chosen by the Customer (the "Subscription Package"). The applicable Subscription Package will either run on a monthly basis (a "Monthly Subscription") or on an annual basis (an "Annual Subscription"), as specified in the Order.
2. User account
2.1 In order to access and use the Service, an employee of the Customer must create an account on Mavenoid's website and provide certain information, such as contact details to the Customer's users, and certain company information regarding invoicing details and similar.
2.2 The account and login details to the account shall be maintained secure and the Customer is responsible for all activities carried out in connection with the account. Mavenoid will not be responsible for any losses suffered by the Customer in circumstances where the Customer's account is used by a third party, unless such loss is caused by Mavenoid's negligence.
3. Acceptable use of the Service
3.1 The Customer may not use the Service for any other purpose than as expressly stipulated herein. Non-permitted use of the Service includes, but is not limited to: (i) using the Service for any illegal, immoral, unlawful and/or unauthorized purposes; (ii) bypassing any measures used to prevent or restrict access to the Service; or (iii) copying, modifying, altering, adapting, making available, reverse engineering, decompiling, or disassembling any portion of the content made accessible on or through the Service or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such content, other than as expressly permitted under these Terms or applicable law.
4. Fees and payment
4.1 The Customer shall pay a subscription fee for the Service (the "Subscription Fee") in accordance with Mavenoid's applicable price list for the relevant Subscription Package, see here or in the applicable appendix to the Order.
4.2 All fees are exclusive of value added tax (VAT) and any other applicable taxes and/or duties.
4.3 The Subscription Fee is invoiced monthly or yearly in advance, as set out in the Order, and payable within thirty (30) days from the date of the invoice.
4.4 It is the Customer's responsibility to monitor its use of the Service to ensure that the service capacity (including conversations and seat limits) is within the range for the applicable Subscription Package. If the Customer’s use of the Service exceeds the service capacity for the Subscription Package, if new features are unlocked or if the Customer chooses to upgrade its Subscription Package during an ongoing subscription period, the Customer will be charged for such excess use/capacity, or upgraded Subscription Package, in accordance with Mavenoid's then applicable price list, and the Customer agrees to pay such additional fee. If the Customer has a Monthly Subscription, such additional fees will be reflected in the following month's invoice. If the Customer has an Annual Subscription, such additional fees will occur for all relevant months, on a pro-rata basis, and will be reflected in the following annual invoice. If the Customer has an ongoing subscription and the Customer chooses to upgrade the Subscription Package, this change will take effect as per the first day of the subsequent month.
4.5 If the Customer has an ongoing subscription and chooses to downgrade the Subscription Package, this change will take effect as per the first day of the subsequent renewal term as set out in Section 13.2 below, and such changed Subscription Fee shall be reflected in the subsequent invoice (regardless of whether the next invoice comes the next month or the next year).
4.6 In the event of late payment, Mavenoid is entitled to a default interest of 0.5 % per month on any outstanding amount, or the maximum permitted by law, plus all expenses of collection. The Customer acknowledges and agrees that a delay in payment of the Subscription Fee may result in the termination of the Customer's access to, and right to use, the Service, as set out in Section 14 below.
4.7 Mavenoid reserves the right to change the Subscription Fee and to institute new charges and fees upon thirty (30) days prior notice to the Customer (which may be sent by email). If the Customer does not accept the changed Subscription Fee or any additional charge, the Customer is entitled to terminate its subscription for the Service with immediate effect. If the Customer continues to use the Service, after the changed Subscription Fee has come into effect, such use will be deemed as an acceptance by the Customer of the new Subscription Fee.
5. Additional services
5.1 In order for the Customer to be able to access and use the Service, the Customer must complete the implementation process as per Mavenoid's instructions. The Customer may choose to order implementation services (the "Implementation Services") from Mavenoid in connection with the Order, and Mavenoid will then perform the agreed Implementation Services. In such case, Mavenoid will charge a one-time fee for the Implementation Services, in addition to the Subscription Fee.
5.2 The Customer may also request Mavenoid to provide additional implementation work or other services in relation to the Service. Such additional consultancy work will be performed by Mavenoid on a time and material basis, or if specifically agreed, at a fixed price, and will be invoiced separately in addition to the Subscription Fee.
6.1 In case the parties have specifically agreed to a certain service level agreement in relation to the Service, Mavenoid undertakes to provide the Service in accordance with the agreed service levels. The service level agreement may be subject to a separate fee, as further stipulated in connection with the Order.
7. Free Trial
7.1 Subscription Packages may be offered as a free trial for a limited period of time (a "Free Trial").
7.2 The Customer may be required to enter its billing information in order to sign up for a Free Trial.
7.3 As from the first day after the end of the Free Trial period, unless the Customer has cancelled the Free Trial subscription pursuant to Section 13.2 below, the Customer's Free Trial subscription will be automatically changed into a regular payable Subscription Package hereunder, which will be valid as from this day (i.e. Service Start Date) and governed by these Terms.
8. Customer Data
8.1 The Customer shall own all right, title and interest in and to any data that is submitted via the Service by or on behalf of Customer ("Customer Data"). Mavenoid shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, Customer Data and data derived therefrom), and Mavenoid will be free (during and after the term) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Mavenoid offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
9. Personal Data
9.1 In the performance of the Service, Mavenoid will process personal data related to the Customer's users and customers (end-customers), on behalf of the Customer as data processor. By accepting these Terms of Service, Mavenoid and the Customer agree to be bound by Mavenoid's data processing agreement which is provided as an appendix to the Order.
10. Intellectual property rights
10.1 Mavenoid (and/or its sub-contractors, as applicable) is and remains the sole owner of; (a) the Service and any software related to the Service and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation services or support, and (c) all intellectual property rights related to any of the foregoing.
10.2 Furthermore, Mavenoid is and remains the sole owner of Mavenoid's trade names, trademarks, logotypes, copyrights and all components thereof. These Terms do not confer upon the Customer any right to, or in respect of, the Service or to any technology, software, information or material being part of the Service. Mavenoid expressly reserves all intellectual property rights not expressly granted to the Customer hereunder.
10.3 The Customer grants Mavenoid the non-exclusive right and license to use and display the Customer’s name, logotype and similar marks (“Customer Marks”) on its website and marketing material for the purposes of identifying the Customer as a customer of Mavenoid.
11.1 Each party hereby undertakes not to directly or indirectly exploit or reveal to a third party any confidential information that a party has received as a result of or pursuant to these Terms, unless otherwise agreed by the other party in writing. Confidential information includes all business, marketing, technical or other information of a confidential or sensitive nature belonging to, or licensed to, a party and disclosed to the other party as part of or in connection with the Service or these Terms. Information shall not be considered confidential to the extent that such information is: (i) is publicly known or available at the time of disclosure or later becomes part of the public domain, other than by breach of these Terms; (ii) that a party can prove was in its possession before the time of disclosure, other than through a third party's breach of any obligation towards the other party; (iii) is lawfully disclosed to a party by a third party without any duty of confidentiality.
11.2 A party shall be entitled to disclose any confidential information that such party is required to disclose by (i) law, rule or regulation; (ii) decision of a court or tribunal; (iii) a governmental authority or other authority with relevant powers to which such party is subject; or (iv) with the other party's written approval.
11.3 If the parties have entered into a separate non-disclosure agreement, such agreement shall take precedence over this Section 11.
12. Changes to the Service and these Terms
12.1 Mavenoid reserves the right to modify, correct, develop, improve, or make any other change to, or temporarily discontinue, the Service (or any part thereof) without notice to the Customer. However, in case of major changes to the Service, or changes which have an important impact on the Customer's access to, or use of, the Service, Mavenoid must always give the Customer thirty (30) days prior notice (which may be sent by email) thereof. If the Customer does not accept the change, the Customer is entitled to terminate its subscription for the Service within thirty (30) days from receipt of the notice.
12.2 Mavenoid may revise these Terms, from time to time, by giving the Customer thirty (30) days prior notice (which may be sent by email). If the Customer does not approve such amended Terms, the Customer is entitled to terminate its subscription for the Service within thirty (30) days from receipt of the notice.
13. Term and termination
13.1 These Terms enters into force on the Service Start Date and shall remain in force until the Service is terminated by either party in accordance with these Terms.
13.2 Unless otherwise agreed in the Order or an applicable appendix, the following shall apply for renewal and termination of the Service:
(a) Annual Subscription: The initial term for an Annual Subscription is twelve (12) months from the Service Start Date. The subscription for the Service will then be automatically renewed for consecutive twelve (12) months renewal terms, unless terminated in writing (including email) by either party at least thirty (30) days before the end of the initial term or a renewal term.
(b) Monthly Subscription: The initial term for a Monthly Subscription is one (1) month from the Service Start Date. The subscription for the Service will then be automatically renewed for consecutive one (1) months renewal terms, unless terminated in writing (including email) by either party at least thirty (30) days before the end of the initial term or a renewal term.
(c) Free Trial: The Customer is entitled to terminate a Free Trial subscription, at any time, by giving Mavenoid notice of termination in writing (including email).
13.3 The Customer may terminate the Service by contacting Mavenoid using the contact details in Section 17 below or through Mavenoid's web-portal, if possible.
14. Termination for cause
14.1 Either party may terminate the subscription for the Service with immediate effect if the other party: (i) materially breaches its obligations under these Terms and the breaching party does not remedy the breach within thirty (30) days of written notice from the non-breaching party of such breach; or (ii) becomes bankrupt, ceases payments, goes into liquidation, applies for restructuring or may otherwise reasonably be considered insolvent; or (iii) is in delay with payments invoiced under the Terms, if the amount exceeds the equivalent of two (2) months' Subscription Fee, provided that Mavenoid has given the Customer a notice of this at least two (2) weeks in advance.
15. Disclaimer and limitation of liability
15.1 To the fullest extent legally permissible, the Service, the content and third party components provided therein are provided on an "as is" and "as available" basis, and Mavenoid and our service providers disclaim all warranties of any kind, express, implied or statutory, including but not limited to warranties of title or non-infringement or implied warranties of use, merchantability or fitness for a particular purpose. For the avoidance of doubt, unless a specific service level agreement has been entered into, Mavenoid provides no warranties regarding availability of the Service.
15.2 Neither Party shall be liable for indirect damages, such as loss of profit or turnover or loss of data, with respect to the Service or otherwise under these Terms. Further, Mavenoid's total aggregate liability towards the Customer hereunder shall for each contract year (calculated from the Service Start Date) be limited to one-hundred percent (100%) of the Subscription Fees invoiced to the Customer during the previous contract year, or with respect to the first contract year, the monthly Subscription Fee payable times twelve (x12).
16.1 These Terms constitute the entire terms and conditions between the Customer and Mavenoid relating to the Service and supersede any and all prior written or oral agreements or understandings between the Customer and Mavenoid.
17.1 If the Customer has any questions related to these Terms or the Service or if the Customer will give notice of termination, please contact us at:
Address: Nybrogatan 8, 114 34 Stockholm, Sweden
18. Governing and disputes
18.1 Any claim relating to the Service, or the use thereof will be governed by and interpreted in accordance with the laws of Sweden, without reference to its conflict of law principles.
18.2 Any dispute, controversy or claim arising out of or in connection with these Terms, 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 seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English.