Customer agreement MyClub AB
§ 1. The Service and its provision
§ 1.1 The parties have agreed that MyClub AB shall provide the MyClub service to the CUSTOMER (the "Service") according to the definitions and on the terms and conditions set out in this Agreement.
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§ 1.2 The term Service refers to a so-called ASP service. This means that MyClub AB provides the service via the internet and that the CUSTOMER rents the service from MyClub AB. MyClub AB is responsible for all operation and maintenance of the service. MyClub AB also ensures that backups are taken on the CUSTOMER's data at appropriate intervals.
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§ 1.3 The Service includes Standard Support provided by MyClub AB. Standard Support is free of charge for the CUSTOMER as long as the questions have to do with the Service's function. Basic knowledge of the Service is a prerequisite for using the support. Training in the service is offered for a fee at MyClub AB's premises or adapted to the company.
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§ 1.4 The CUSTOMER is responsible for ensuring that the User at all times treats his/her password for the use of the Service as strictly confidential.
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§ 1.5 MyClub AB has the right to unilaterally make changes to the Service provided that such change does not adversely affect the Service and that the CUSTOMER has been notified of such change as soon as it is practically possible.
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§ 1.6 Should the Customer's Data be subject to loss or corruption, it is MyClub AB's obligation only to recreate the lost/garbled information with reasonable efforts using the last backup that MyClub AB has of the Customer's Data. MyClub AB shall not have any liability for such loss or corruption of the Customer's Data that is due to third parties.
§ 2. MYCLUB AB's special obligations etc.
§ 2.1 MyClub AB shall provide the Service professionally and in accordance with what is specified in this Agreement.
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§ 2.2 In the event of a breach of the commitment in accordance with the previous item, MyClub AB's sole obligation shall be to take reasonable measures at its own expense to promptly remedy the deviation. The CUSTOMER is therefore not entitled to damages or other similar compensation in the event of such a defect.
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§ 2.3 MyClub AB is not responsible for the use of the Service or Software in a way that is contrary to MyClub AB's instructions. MyClub AB does not guarantee that the CUSTOMER's use of the Service and Software will be uninterrupted nor error-free.
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§ 2.4 The service is kept updated by MyClub AB in current laws and regulations. MyClub AB shall, at no special cost to the customer, remedy any defects in the product attributable to this.
§ 3. CUSTOMER's special obligations etc
§ 3.1 The CUSTOMER shall cooperate with MyClub AB and thereby provide MyClub AB with all such assistance as is necessary for MyClub AB to be able to fulfill its obligations under this Agreement. Furthermore, the customer must provide MyClub AB with all required relevant information with regard to the CUSTOMER's IT environment.
§ 4. Price and payment
§ 4.1 The CUSTOMER must pay MyClub AB within the payment deadline stated on the invoice. In case of late payment, MyClub AB reserves the right to charge a statutory reminder fee and late payment interest with a reference rate of +8%. The CUSTOMER's right to Support also ceases until payment has been made.
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§ 4.2 MyClub AB has the right to adjust prices for the Service on an annual basis in accordance with the current Consumer Price Index (CPI). The base month for the index calculation is July and the change will enter into force in October.
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§ 4.3 The service is module based where the CUSTOMER pays for the modules that are intended to be used. If the CUSTOMER wants to add modules to the service, MyClub AB ensures that this is done within 30 days from the time the CUSTOMER has placed an order in writing. Adjusted compensation for the Service in the event of a change in the number of modules will take effect within 30 days in connection with the addition of modules.
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§ 4.4 If the CUSTOMER intends to terminate modules that have previously been used, this must be notified to MyClub AB in writing no later than three (3) months before the start of the next agreement period. Adjusted compensation for the Service in the event of a change in the number of modules will take effect in connection with the new agreement period in the event of the removal of modules.
§ 5. Changes
§ 5.1 Amendments to, and additions to, this Agreement shall be agreed to in writing and signed by representatives of the respective parties. However, exceptions apply to changes in accordance with 1.5 above.
§ 6. Confidentiality
§ 6.1 The parties are aware that in the course of their contractual relationship, they may receive information regarding, among other things, the business or operating conditions of the other party's business, including matters relating to the parties' cooperation and this Agreement. Any information obtained by a party from the other party, whether documented in writing or communicated orally, shall be considered confidential, except for such information which is generally known or becomes public knowledge without a party's breach of this Agreement. The receiving party may not, without the written consent of the other party, disclose such confidential information to third parties.
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§ 6.2 Each party is responsible for ensuring that the above confidentiality obligations are complied with by the party's staff and contractors, and informing them of applicable confidentiality. If a party so requests, a special confidentiality agreement must be signed by the other party's relevant staff and/or contractors.
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§ 6.3 The above duty of confidentiality shall survive the termination of the Agreement. The duty of confidentiality as set out above does not apply:
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a) such information as a Party may show has become known to it otherwise than through the performance of its obligations under this Agreement;
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b) information that is generally known or becomes publicly known except through breach of the confidentiality obligations under this Agreement;
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c) information that a Party is obliged to disclose by law, court decision or other decision of the authorities.
§ 7. Responsibility
§ 7.1 MyClub AB's liability to the CUSTOMER for damage caused to the CUSTOMER due to breach of contract or caused by negligence by MyClub AB, includes, except in the case of intent or gross negligence, compensation only for direct damages (i.e. excluding compensation for indirect damage, such as loss of income, damage to another's property, claims from third parties, consequential damages and the like).
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§ 7.2 Unless otherwise expressly stated in this Agreement, MyClub AB has no liability for damage or loss suffered by the CUSTOMER due to errors or distortions in information/data that the CUSTOMER provides to MyClub AB, or any action taken by MyClub AB at the request of the CUSTOMER.
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§ 7.3 As far as liability for defects, warranties, etc., this Agreement constitutes the exclusive settlement between the parties and the rules of supplementary law are thus excluded from the scope of this Agreement.
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§ 7.4 MyClub AB's liability for damages is limited to an amount corresponding to the price/fees paid by the CUSTOMER for the Service during the twelve (12) months preceding the date on which the basis of the claim arose.
§ 8. Term and termination of the Agreement
§ 8.1 This Agreement shall come into force on the date of the Agreement and shall be valid for an initial period of one year, unless the Agreement is terminated before that date in accordance with the provisions of this Agreement.
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§ 8.2 Either Party has the right to terminate the Agreement with effect from the end of the current Agreement period, provided that termination is made in writing no later than three (3) months before the end of this period. If such termination does not occur, the Agreement is automatically extended for one year at a time with the corresponding notice period each time.
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§ 8.3 A Party has the right to terminate the Agreement with immediate effect or no later than three (3) months from the termination (at the Party's sole option) if the other Party materially fails to perform any obligation under the Agreement and does not take corrective action within thirty (30) days of written request.
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§ 8.4 In addition, a party has the right to terminate the Agreement with immediate effect or no later than three (3) months from the termination (at that party's free choice) if the other party has reason to fear that the other party is insolvent or at risk of becoming insolvent in the near future.
§ 9. Consequences of termination of the Agreement
§ 9.1 The following applies to the relationship between the parties upon termination of the Agreement:
a) All rights to use the Service terminate immediately and automatically.
b) Each Party shall return all equipment and materials of any kind belonging to the other Party in the possession of the First Party.
§ 10. Force majeure
§ 10.1 If a party is prevented from fulfilling its obligations under this Agreement due to circumstances beyond the party's control, this shall constitute grounds for exemption that result in postponement of the date of performance and exemption from damages and other possible sanctions. However, such exemption requires that the party requesting exemption has without delay notified the other party in writing of the obstructive circumstance and requested an exemption.
§ 11. Other provisions
§ 11.1 A party is not entitled to replace another party or transfer any rights/obligations under this Agreement to another person without the written consent of the other party.
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§ 11.2 MyClub AB has in its commitment with the CUSTOMER the right to use subcontractors. However, the use of a subcontractor does not limit MyClub AB's obligations under this Agreement and MyClub AB is responsible for the subcontractor's work as well as for its own work.
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§ 11.3 This Agreement shall be governed by Swedish law. However, Swedish law on conflict of laws shall not be applied.
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§ 11.4 If a dispute arises in connection with this Agreement, the parties shall primarily attempt to resolve the dispute through negotiation between the parties. If, despite this, the dispute cannot be resolved, the dispute shall be finally settled by arbitration in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce. Simplified arbitration shall be applied in the event of a dispute with an initial value of less than SEK 500,000. Arbitration initiated by reference to this arbitration clause is subject to confidentiality.