Page 1
Document title:
License Agreement: TeamEngine (SaaS)
TeamEngine General Terms and Conditions
By registering and accepting the General Terms and Conditions below, you (in the capacity of Licensee) are bound
by said General Terms and Conditions and must adhere to them when using the licensed material.
1.
Background
1.1
TeamEngine Collaboration Software AB (”Licensor”) has developed the product and service TeamEngine (the
”Product”). The Product is offered either as an installed service or as an Internet-based service (”SaaS”) via one of
the following websites (www.teamengine.com, www.teamengine.se, www.samarbetsplatsen.se,
www.styrelseplatsen.se)
2.
The licensed material and its scope
2.1
This agreement covers licensing of the Product using SaaS solution. Use of the Product is under a non-exclusive
license. The Licensor reserves the right to amend the Product’s layout, functions, etc., where appropriate. The
Licensor will inform the Licensee of such changes in advance. The Product entitles the Licensee to use the quantity
of Products (workspaces) and storage space that the Licensee has ordered.
2.2
The Licensor may offer to Licensees from time to time the Product as a free version. When so offered, the Licensee
has the right to use such Product for a limited period and on the terms contained in these General Terms and
Conditions. The functionality of the free version of the Product is limited, and the Licensor absolves itself of any
liability upon the use of this version.
3.
Payment
3.1
The Licensee will pay consideration to the Licensor in advance.
3.2
The Licensee is responsible for paying consideration for the Product from the time it has access to it.
3.3
Payment occurs by deposit of the stipulated amount in the bank account of the Licensor no later than 30 days after
the billing date.
3.4
In case of late payment, interest will be applied annually at an interest rate of 15%.
3.5
The Licensor retains the right to adjust its pricing. Upon a change in prices, the Licensor is required to give notice
to the Licensee at least 30 days before the price change goes into effect.
3.6
Number of SMS are limited to 50 per month and workspace. An extra cost will be charged over this number.
3.7
A maximum storage of 1GB is included. Usage of more storage will be charged according to current price list.
4.
Maintenance and support
4.1
The Licensor continually carries out product development of the Product. During the term of the contract, the
Licensee receives continuous upgrades free of cost.
4.2
Licensee is responsible for the Product’s user support. Licensor commits itself to remedying errors or defects, as
set out below.
TeamEngine Collaboration Software AB | Oxenstiernsgatan 15A | 115 27 Stockholm Sweden | +46 8 723 80 90 | www.teamengine.com
Page 2
Document title:
License Agreement: TeamEngine (SaaS)
5.
Responsibility for errors or defects
5.1
Licensor commits itself to remedy errors and defects in the Product at no cost. Rectifying errors and defects shall
occur promptly.
5.2
Licensee shall report errors and defects to the Licensor and, when doing so, explain how the error or defect
manifests itself.
5.3
The responsibility of the Licensor as listed above does not extend to:
a) errors or defects which are without consequence for the intended use of the Product and which do not involve
more than minor inconvenience for the Licensee.
b) errors or defects caused by the Licensee’s use of the Product with equipment or accessories that are not
prescribed by the Licensor and whose use on the Product affects its functioning, or through incorrect or faulty
system requirements.
c) errors or defects caused by the Licensee carrying out changes or tampering with the Product in breach of the
Licensor’s instructions.
d) errors or defects caused by the Licensee use’ of the Product in a way deviating from what is clearly stated in the
documentation, or caused by the Licensee’s or third party’s neglect, or caused by other circumstances outside the
Licensor’s control.
5.4
Licensor commits itself to remedy errors and defects of the type described in 5.3 above, in exchange for payment.
6.
Backup, security and unauthorized access
6.1
The database is mirrored in real time, and backups are made on a daily basis.
6.2
TeamEngine is made available via co-location at TeamEngine Collaboration Software’s operating partner. The
server halls fulfill the requirements for the highest security class, which entails secure doors with controlled
electronic access, floodgates, advanced alarm systems and regular checks by security companies.
6.3
Employees of the Licensor or its subcontractors commit themselves not to provide directly or indirectly to third
parties information of a confidential nature obtained during the course of or as a result of employment at the
Licensor, neither during nor after their term of employment.
7.
Non-infringement
7.1
Licensor guarantees the Licensee the unobstructed use of the Product, in accordance with this license agreement,
and that the Product is not obligated or infringing upon other applicable rights.
8.
Relief
8.1
Either party is relieved of contractual repercussion in case of its neglect to fulfil a certain obligation under this
agreement, if the neglect stems from a circumstance (a ”Relieving Circumstance”) beyond the control of the party
and which hinders the performance of such obligation. As soon as this hinder is removed, the obligation shall be
fulfilled as dictated by the contract.
8.2
The following shall be considered a Relieving Circumstance: war, acts of war, actions by authorities, newly adopted
or amended law and regulations, industrial disputes and circumstances comparable thereto.
8.3
In order to obtain relief under the first paragraph, a party must give notice to counterparty without delay.
8.4
Regardless of the provision above regarding relief, a party retains the right under the circumstances named above
to terminate the agreement, if the counterparty’s performance of a certain obligation is delayed by more than one
(1) calendar month.
TeamEngine Collaboration Software AB | Oxenstiernsgatan 15A | 115 27 Stockholm Sweden | +46 8 723 80 90 | www.teamengine.com
Page 3
Document title:
License Agreement: TeamEngine (SaaS)
9.
Limitations on liability
9.1
In addition to what is stated in the conditions for contractual relief, the Licensor’s liability is limited as follows:
a) Licensor is not liable for indirect damages or losses, such as loss of profits, loss of production, costs for hiring of
consultants, equipment costs and similar costs or losses.
b) If Licensor cannot be deemed to have acted with culpable intent or gross neglect, Licensor’s liability for damages
(including liquidated damages ) upon a breach of contract is limited to an amount corresponding to the license fee
paid by the Licensee over the most recent 12-month period.
c) Licensor is not liable for the Licensee’s loss of data.
9.2
As regards non-infringement, the provision above regarding non-infringement shall apply
10.
Marketing
10.1
Licensor may use the Licensee as a reference in communication and discussions with other customers.
11.
Subletting to third parties
11.1
Licensee may not sublet the Product to a third party.
12.
Term of contract
12.1
Upon signing of a 12-month contract, this contract applies until its terminated. The licensee must terminate the
contract / agreement 3 months before agreement period is finished. Unless so happens the agreement is extended
with additional 12 months.
12.2
The Licensor may terminate the contract with immediate effect if the Licensee has not paid the stipulated
compensation in accordance with paragraph 3 above and the Licensor has delivered two payment reminder notices
in writing.
13.
Actions upon termination
13.1
Upon termination of the contract, the Licensor shall, upon the request of the Licensee and after the Licensee has
made a payment as stipulated in paragraph 3.2 above, return to the Licensee all documentation and content from
the Licensee’s Product(s).
14.
Transfer of agreement or product
14. 1
Neither party may transfer or pledge its rights and/or obligations under this agreement, in full or in part, without the
written permission of the other party. The Licensee may not transfer or grant its right to use the Product to a third
party.
15.
Amendments
15.1
The Licensor retains the right to amend the contents of the General Terms and Conditions for any reason. The
Licensor will inform the Licensee of such amendment.
TeamEngine Collaboration Software AB | Oxenstiernsgatan 15A | 115 27 Stockholm Sweden | +46 8 723 80 90 | www.teamengine.com