General Terms and Conditions
These general terms and conditions (the “ Conditions”) govern the service CheckProof (the “ Service”), developed and provided by Checkproof AB, reg. no. 556975-9615, (“CheckProof”) to you as a customer (the “Customer”). The Conditions govern CheckProof’s provisioning and the Customer’s use of the Service, including all updates, supplements and replacements to the Service. By accepting the Conditions or by using the Service, the Customer accepts to be bound by the Conditions.
1 THE SERVICE
1.1 The Service includes the services and software provided on the web site www.checkproof.com (the “ Web Site”) and any other web based services, mobile applications and other software and interfaces that CheckProof provides from time to time and specifies on the Web Site.
1.2 CheckProof hereby grants to the Customer a limited, non-exclusive and nontransferable right to use the Service in its own business, provided that the Customer has paid any applicable license fees. The license right is limited to the number of licenses the Customer has paid for in accordance with the price
and payment terms applicable from time to time. Any use of the Service in any other manner, including, without limitation, resale, transfer, modification or distribution of the Service, is prohibited.
1.3 The Customer is responsible for specifying which persons in its business that are authorised to access the Service on the Customer’s behalf (“ User” or the “ Users”). The Customer is fully responsible towards CheckProof for all Users’ use of the Service.
1.4 CheckProof may subcontract the performance of the Service and other obligations under the Conditions, such as hosting and distribution.
2 THE CUSTOMER’S USE OF THE SERVICE
2.1 The Customer is responsible for obtaining such equipment and software that is required for using the Service in accordance with the specification available on the Web Site. The requirements include sufficient internet connectivity, up to date operating systems for computers and mobile devices, relevant registrations and accounts with such application market places on which CheckProof’s applications are distributed and up-to-date and relevant antivirus software that reduces the risk for introducing malicious code through customer data. Customer data (“ Customer Data”) means pictures, texts and other information which the Customer, or any other party on behalf of the Customer, provides to the Service within the frame of such functions in the Service that are available to the Customer as well as the result of CheckProof’s dealing of such information.
2.2 The Customer also undertakes to install all updating of the Service, which is provided by CheckProof from time to time, such as updated applications.
2.3 The Customer undertakes to comply with any instructions given by CheckProof as regards the use of the Service, and to ensure that the Users comply with such instructions.
2.4 The Customer undertakes to store any username, password and other credentials in a safe and secure manner. Further, The Customer shall provide the Users with sufficient training on how they may use the Service in accordance with the Conditions and the documentation provided.
2.5 The Customer must not use the Service in any way that causes, or may cause, damage to the Service, impairment of the availability or accessibility of the Service or damage for other users of the Service. Further, the Customer must not use the Service in any way, which is unlawful, illegal, fraudulent or harmful (including any manner that harasses, abuses, stalks, threatens, defames or otherwise infringes or violates the rights of any other party).
2.6 Should the Customer’s use of the Service be assessed by CheckProof as noncompliant with the Conditions, CheckProof may, without further notice, suspend the Customer’s access to the Service.
3 PRICE AND PAYMENT TERMS
3.1 The Service is subject to the fees specified on the Web Site. All prices are presented in SEK excluding any applicable VAT, unless otherwise is expressly stated. The fees for the Service is charged monthly in advance on the Customer’s debit or credit card, unless otherwise is stated on the Web Site or agreed separately between CheckProof and the Customer.
3.2 Should CheckProof, subject to a separate agreement, provide professional services to a Customer, such as customizations of the Service, customized exports of Customer Data, training or installation, such services will be charged in accordance with CheckProof’s then applicable price list for professional services.
3.3 If CheckProof are incurred additional work or additional costs due to circumstances for which the Customer is responsible, the Customer shall reimburse CheckProof for such additional work or costs in accordance with CheckProof’s at each time applicable price list for professional services.
3.4 If the Customer is in default of any payment obligation, CheckProof may suspend the Customer’s access to the Service until full payment is made. However, this only applies if CheckProof prior thereto has demanded the Customer in writing to pay the due amount and the Customer not within 14 days from such demand has paid the due amount.
4 INTELLECTUAL PROPERTY RIGHTS
4.1 Except for what is expressly stated in the Conditions, CheckProof, or CheckProof’s licensors, own all rights, including intellectual property rights, to the Service and any information and software included in the Service.
4.2 The Customer owns all intellectual property rights to Customer Data towards CheckProof. By providing Customer Data to the Service the Customer grants to CheckProof a right to store, process and use the Customer Data for the purpose of providing the Service to the Customer.
4.3 The Customer is responsible, and undertakes to indemnify CheckProof, for that the Customer Data processed in the Service does not infringe any right of any third party or otherwise breaches any applicable law.
5 SUPPORT AND MAINTENANCE
5.1 CheckProof strives at having the Service available at all times and undertakes to remedy any malfunction as soon as possible. CheckProof may at any time take actions that affect the availability of the Service if it is required due to technical, maintenance, operational or safety reasons. CheckProof’s responsibility and liability for availability of the Service to the Customer is limited to what is set forth in this subsection.
5.2 CheckProof provides support services for the Service to a reasonable extent during our business hours by e-mail or telephone in accordance with the terms available on the Web Site. Support is only provided in relation to the latest version of the Service.
6 LIMITATION OF LIABILITY
6.1 The Service is provided “as is” (Sw. “befintligt skick”) and the Customer uses the Service at its own risk. CheckProof has no responsibility for the correctness of any information based on Customer Data that is available in the Service. Further, CheckProof shall have no responsibility, and does not provide any support, for malfunctions or defects that are attributable to the Customer’s internet connection or the equipment or software the Customer uses for accessing the Service.
6.2 Unless expressly stated in the Conditions, CheckProof shall have no liability for any indirect damage caused to the Customer due to the Service. Further, CheckProof shall have no liability for loss of data or damages caused by viruses, unauthorized intrusion or unauthorized access to CheckProof’s servers or systems, unless the loss of data or the damage was caused due to negligence by CheckProof.
6.3 In no event shall the aggregate liability of CheckProof to the Customer exceed the compensation the Customer has paid for access to or use of the Service during the twelve months preceding the time the damage arose. This limitation shall however not apply in relation to damages caused by CheckProof intentionally (Sw. “med uppsåt” ) or through gross negligence (Sw. “grov oaktsamhet” ).
7 FORCE MAJEURE
7.1 A party shall be relieved from liability for a failure to perform its obligations under the Conditions by reason of any circumstance beyond the control of the party, which could not reasonably have been foreseen or taken into consideration by the party prior to entering into this agreement as well as for which the effects thereof could not reasonably have been avoided or mitigated by such party.
7.2 If relief from liability is provided in accordance with section 7.1, this stipulates an extension of time regarding performance and relief from damages and other remedies. If a party wishes to invoke a circumstance in accordance with this section, it shall immediately give notice to the other party of such circumstance and its termination. Irrespective of the above, if performance of a contractual obligation is prevented by such a circumstance for a period of three months or more, each party shall be entitled to terminate this agreement.
8.1 CheckProof reserves the right, after informing the Customer, to make changes and improvements to the Service, including among others changes to requirement specifications, operational routines, systems, technical specifications, which are assessed necessary from time to time.
8.2 CheckProof also reserves the right to, after information to the Customer by email, make changes to the Conditions, instructions, policies, service descriptions and similar documentation that relates to the Service. If the Customer continues its use of the Service after such change is introduced, this will be considered as an acceptance of the change.
9 ASSIGNMENT ETC.
9.1 The Customer may not transfer, pledge or otherwise dispose of or grant any security interest in the Customer’s rights or obligations under the Conditions to the benefit of a third party without the prior written consent by CheckProof.
9.2 CheckProof may transfer any of its rights and obligations under the Conditions to a third party without the prior written consent from the Customer.
10 TERM AND TERMINATION
10.1 Termination shall be made through notification by post or e-mail to CheckProof or by using the termination functionality from within the Service.
10.2 Either party is entitled to terminate this agreement with immediate effect should the other party commit a material breach of its obligations pursuant to the Conditions that, if possible to remedy, are not remedied within 14 days of notification of such breach by the non-defaulting party.
11 PRIVACY AND PERSONAL DATA
11.1 CheckProof undertakes to solely process personal data in accordance with the Conditions, relevant Swedish legislation relating to personal data and common data protection regulation of the European Union, including (but not limited to) the Personal Data Act (Sw. personuppgiftslagen) and regulation (EU)
2016/679 of the European Parlament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), which will apply from May 15, 2018 and replace the Personal Data Act
11.2 By using the Service or otherwise providing Customer Data to the Service or CheckProof, the Customer and/or the User (“Customer/User”) acknowledge that CheckProof may store, use and otherwise process the following personal information about the Customer/User:
a) information about the device from which the Customer/User access the Service (such as device identifier, IP address, operating system and version);
b) technical information about such applications, which the Customer/User have installed in order to access the Service (such as user credentials and version);
c) information about the Customer’s/User’s use of the Service (such as information on logins, meta data and other Customer Data);
d) information provided by the Customer/User upon registration or subsequent preferences made by the Customer/User in the Service (such as name, telephone number and e-mail address); and
e) any other information that the Customer/User choose to send to CheckProof or store in the Service.
11.3 Before the Customer disclose personal information of another person to CheckProof, the Customer must obtain that person’s consent to both the disclosure and the processing of that personal information in accordance with the Conditions.
11.4 CheckProof’s use of personal information
11.4.1 CheckProof may use personal information to:
(a) administer the Service;
(b) adapt and improve the provision of the Service based upon the Customer’s/ User’s use of the Service;
(c) enable the Customer’s/User’s use of the Service and to supply the Service as requested by the Customer/User ;
(d) collect and process payments, refund such payments and deal with complaints and queries relating to such payments and refunds;
(e) provide general information about the Service via e-mail or otherwise;
(f) send e-mail notifications which have been specifically requested by the Customer/User ;
(g) send newsletter and other marketing communications via e-mail relating to the Service and other services and products provided by CheckProof, which is deemed to be of interest to the Customer/User;
(h) deal with enquiries and complaints made by or about the Customer/User relating to the Service;
(i) keep the Service secure and prevent violations of law and the Conditions; and
(j) verify the Customer /User’s compliance with the Conditions. Disclosures
11.5 CheckProof may disclose the Customer’s/User’s personal information to any member of CheckProof’s group of companies (this means our subsidiaries, our ultimate holding company and all its subsidiaries) insofar as reasonably necessary for the purposes set out in the Conditions. In addition, CheckProof may disclose the Customer’s/User’s personal information:
a) if CheckProof is required by law or by authority to provide such information;
b) in order to establish, exercise or defend CheckProof’s legal rights; and
c) to the purchaser (or prospective purchaser) of any business or asset that CheckProof are (or are contemplating) selling.
11.6 International data transfers
11.6.1 Information that CheckProof collect may be stored and processed in and transferred between any of the countries in which CheckProof operate. Personal data may be transfer to countries (including the United States of America) that have not implemented safeguards that protect personal data equivalent to the EU/EEA standards.
11.6.2 The Customer/User agree to such international transfers of personal information, both to countries within the EU/EEA and outside of the EU/EEA.
11.7 Customer/User rights
11.7.1 The Conditions shall not, in any way, limit the Customer/User rights as evident from the legislation and regulation specified in section 11.1 above.
11.7.2 The Customer/User are entitled to receive any personal information that CheckProof holds about them. Provision of such information will be free of charge.
11.7.3 The Customer/User are entitled to obstruct CheckProof to process his/her personal information for marketing purposes.
11.7.4 The Customer/User are entitled to instruct CheckProof to correct or update any incorrect or outdated personal information that CheckProof holds about the Customer/User.
11.7.5 In order for CheckProof to be able to process any instruction according to section
11.7.1 - 11.7.4 above, she Customer/User must supply appropriate evidence of his/her identity, including a correct e-mail address or other identification. The instruction must be in writing and duly signed by the Customer/User.
12.3 CheckProof uses the cookies to gather information about how the Customer/ User uses the application, whereby the information is used to further develop and improve the Service. The information is gathered in anonymous form. The information stored is number of visitors, where the visitor comes from and the pages that have been visited. CheckProof is using the following cookies (name/expiration/use):
(i) _ga 2 years used to differentiate users;
(ii) _gid 24 hours used to differentiate users; and
(iii) _gat 10 minutes used to limit lookups against _ga.
(a) recognise when the Customer and/or the User uses the Service, such as when he/she log in;
(b) manage the settings made by the Customer/User regarding the Service;
(c) make the Service more responsive and customized for the Customer and/or the User; and
(d) collect information about Customer’s/User’s use of the Service for the purpose of assuring that the Customer/User comply with these Conditions; and
(e) compiling usage statistics for the Service.
13 APPLICABLE LAW AND DISPUTE RESOLUTION
13.1 This agreement is governed by and construed in accordance with Swedish law.
13.2 Any disputes relating to this agreement shall be subject to the exclusive jurisdiction of the courts of Sweden with Stockholm district court as first instance.