2013-03-22

General terms

General conditions for the use of CliqTags for mobile sites.

2013-03-22

1 Introduction
1.1 This document (“Agreement”) governs the terms between the publisher (“Customer”) who wishes to use CliqTags and Abiro (“Supplier”).

1.2 Reference may also be made to “Party” in the Agreement, which refers to a Customer or Supplier, or “Parties” in the agreement, which relates to both Customer and Supplier.

1.3 Are there differences between the following documents, they are valid in the order where, if applicable, a later version overrides an older:

1.3.1 this Agreement, including any updates or supplements;
1.3.2 other Customer-specific contracts;
1.3.3 other documents or attachments which are referred to in this Agreement.

1.4 This Agreement shall enter into force when the customer does the following:

1.4.1 accepts the Agreement through CliqTags website cliqtags.com
1.4.2 accepts the Agreement via e-mail.

1.5 A representative who is not entitled to sign contracts on behalf of Customer shall not perform any of the above steps to confirm to the Customer’s approval unless consent of the representatives of the customer with the right to sign contracts has been acquired.

2 Definitions
2.1 Sites: All sites related to CliqTags run by the Supplier.
2.2 Partners: Companies that Supplier has agreements with in regards to the reselling of Supplier’s products and services.

3 Orders, price and payment terms

3.1 By activating the Agreement as per 1.4, you accept full liability of the service and any additional services. The price for the service/s is specified in the order confirmation / activation information that is sent out via email.

3.3 Invoices for services provided under this Agreement shall be paid within thirty (30) days from the invoice date. Interest will be charged on all amounts due to the reference rate plus 8%. Supplier reserves the right to pass on liabilities to third Parties for collection and to close the Customer’s sites and account with immediate effect for late or non-payment.

3.4 Any queries or disputes must be made within fourteen (14) days from the invoice date. Part of the invoice that there is dispute about due for payment until fourteen (14) days after the date the dispute is resolved, the rest will be paid as ordinary invoice.

4 Supplier commitments
4.1 The Supplier undertakes to provide a platform for publishing of mobile sites. The commitment is limited in performance to the countries against which the Supplier directs its activities.

4.2 The Supplier undertakes to provide the additional services the Customer ordered.

4.3 The Supplier shall have no liability to the Customer in the event that the Supplier refuses Customer access to the service.

4.4 The content and functionality of the Supplier’s services covered by this Agreement may be amended to reflect changes to the Supplier, Customer, other Clients and / or the market in general. Supplier reserves the right to vary or change the terms, scope, availability and access requirements for the service, and the right to cancel the service altogether provided that notice thereof given to the customer with at least one (1) month’s notice.

5 Customer’s obligations
5.1 The Customer undertakes to use the Supplier’s services in accordance with this Agreement.

5.2 The Customer undertakes to only use the Supplier’s services for their own company’s / organization’s products / services / information and does not have the right to resell services provided in any form except as agreed separately in a Channel Partner agreement.

5.3 The Customer is liable to the Supplier for any acts or omissions, which leads to harm to the Supplier or the Supplier’s business, suffers commercial damage or gets a bad reputation, such as providing to a third party prices, specifications, technical support and other information made available to the Customer by e-mail, Customer letters or otherwise. This applies even if the information is made available in compiled form.

5.4 The Customer is liable to the Supplier for any claims, demands, losses, damages, liabilities, costs and expenses (including legal and other professional costs and expenses) incurred by the Supplier due to the Customer: (i) does not comply with its obligations regarding processing of personal data, (ii) does not comply with its obligations regarding intellectual property rights, (iii) breach of confidentiality obligations, (iv) make unauthorized changes of Supplier products, supplied software or services.

5.5 You are responsible for not making your personal credentials for the Supplier’s services available to third parties, and to control the use of the same. If the Customer suspects that an unauthorized use of the Customer data has occurred the Supplier must be notified immediately.

5.6 The Customer may not use other companies’ trademarks without permission, under trademark law. This is also true for access to the mobile sites via a site’s ID.

6 Intellectual Property Rights
6.1 Trademarks “CliqTags”, “CliqTags CMS”, “CliqTags QR” and the Supplier’s other intellectual property rights (including, but not limited to, all rights in the copyright, trademark, characteristics of services, patents, database rights, design rights and domain names, whether they are registered or not) may be used only after the Supplier’s written consent and according to the Supplier’s instructions.

6.2 Provided the Supplier gives its written consent, a Customer may during the contract term freely use Supplier’s logos and other material containing Supplier’s brand image. The Customer should always follow the Supplier’s terms and conditions of use.

6.3 The Customer authorizes Supplier during the contract term in accordance with these terms to use Customer’s logo as a reference on CliqTags website. If the Customer does not want to admit the right of Supplier or Supplier’s Partners to use any logo as a reference, the Customer shall notify the Supplier accordingly. The Supplier shall, if such a message is received, remove such logos as soon as possible.

7 Limitation of Liability
7.1 Except for death, personal injury, fraud and other liability for which constraints can not be done, the Supplier’s liability to Customer is limited to an amount equal to what the customer paid the Supplier for services the previous calendar month.

7.2 Neither Party shall be liable to the other Party for:

7.2.1 indirect or consequential damages;
7.2.2 loss of profits, salary, revenue, savings, customers or contracts;
7.2.3 damage to the affected Party that could have avoided by reasonable efforts or by following the other Party’s advice or instructions;
7.2.4 damage caused by the injured Party failing to keep full and up to date backups of computer programs and data;
7.2.5 loss of or damage to reputation, or damage due to force majeure event;
7.2.6 damage remedied within a reasonable time.

7.3 Subject to any limitations imposed by law of liability to the Parties responsible commitment to each other (regardless of whether such contingent liability arose from negligence, breach of contract, deceptive act or other cause) adjusted to the extent that the affected Party has failed to take all reasonable steps to limit their loss. When a Party (“Applicant Party”) directs a claim against the other Party (“Defending Party”) in respect of liability concerning this Agreement, the Applicant Party as soon as reasonably possible notify in writing Defending Party for its requirement, and, to the requirement shall be deemed a valid claim, attach full details of the Claiming Party claims against Defendant Party including all actions taken; complete data on the losses Applicant Party requires compensation for, and all supporting documentation requested by the Defending Party to substantiate the Claiming Party demands. Party shall not be entitled to bring a claim for any liability arising out of this Agreement as provided in this section, unless the Party makes a valid claim before the date that is three (3) months from the date of the event giving rise to requirement in question occurred, or when the notifying Party first became aware of the issue.

8 Termination of Agreement
8.1 Either Party may at any time terminate this Agreement with one (1) month’s written notice. Except in cases where the provisions of the next paragraph does not relieve a termination either Party from its obligation to perform the obligations under this Agreement, in particular but not limited to, commitments related to the completion of outstanding payments, compliance with data protection, intellectual property rights, confidentiality and accountability.

08.02 Party may terminate this Agreement with immediate effect if the other Party:

8.2.1 performs a material and irremediable breach of this Agreement (for example, by deliberately, repeatedly or negligently misrepresenting information in order to receive prices, support or assistance to which the Customer is not entitled);

8.2.2 performs a material and irremediable breach of this Agreement and fails to remedy it despite the Party received a written notice with a reasonable time to remedy the breach;

8.2.3 fails to make payments when they are due, unless otherwise agreed in writing;

8.2.4 becomes insolvent or seeks protection under any bankruptcy, liquidation, deed, creditors arrangement, composition or comparable proceeding, or if any proceeding is instituted against the Party.

9 Force Majeure
9.1 Neither Party shall be required to fulfill their obligations under this Agreement if Party is unable to do so, either by events beyond its reasonable control, such as fire, flood, war, embargo, strike, unexpected materials shortages, transportation delays or interruptions or government action or by the other Party’s act or omission (“Force Majeure Event”) provided that the Party affected urgently notify the other Party in writing and take all reasonable steps to resolve the Force Majeure Event as soon as possible. If performance (other than with respect to payment of the amount) is impossible for a period exceeding thirty (30) days, then either Party may terminate the Agreement in writing with respect to the orders affected without incurring liability to the other Party to this action.

10 Amendments, messages, validity
10.1 Amendment of this Agreement is not valid unless it is either (i) sent by the Supplier to the Customer by e-mail, and Customer does not object to the change within the reasonable period of time specified in the item, or (ii) in writing and signed by the Parties. For the avoidance of doubt, the Supplier hereby, quite independently, has the right to change any part of the Service without prior communication to the Customer.

10.2 Notices by reason of this Agreement may be sent by e-mail or letter to the respective Parties and shall be deemed to have been received when a non-automatic reply e-mail has been received, and three (3) working days has elapsed for standard letters.

10.3 If any part of this Agreement for any reason is not applicable or is in violation of any applicable law or regulation, the other parts of the agreement remain valid and binding.

10.4 The Supplier shall be entitled to fully or partially assign or transfer its obligations or rights under this Agreement to a qualified third Party or Partners. Customer may not assign its rights or obligations, in whole or in part, without the Supplier’s written consent.

10.5 The Parties’ rights and obligations under this Agreement is governed by the laws of Sweden. If a dispute occurs (contractual or otherwise), it shall be finally settled by arbitration under the Stockholm Chamber of Commerce Arbitration Rules for Expedited Arbitration. The arbitration shall take place in Stockholm. The arbitration and all documentation and information related to this should be confidential.