Terms & Conditions

General

This agreement ("Agreement") applies when we at Getstoix AB, registration number 559308-3842, provide services to you.

In this Agreement, "we," "us," or "Stoix" refers to Getstoix AB, "you," "your," or "Customer" refers to you as the customer, and "Service", “Services” refers to the services specified in §2.1.

2. Service Content

2.1 This Agreement applies to the Services that you use. It also applies to any additional services that you may order during the term of the agreement.

2.2 We provide our Services with the quality and practice expected in the industry, and in compliance with applicable laws and regulations. The Service is ordered in the manner specified in the contract unless otherwise specified by both parties. The Agreement shall, unless otherwise stated, be deemed entered into when both parties have signed the Agreement, when Stoix has confirmed the Customer's order, or when Stoix has commenced providing the ordered Service to the Customer.

2.3 We may engage subcontractors to perform tasks on our behalf and assist us in delivering the Services to you. Stoix is responsible for the subcontractor's work as if it were its own.

2.4 We continually work on improving and developing the Services, and we determine when and how further development shall take place. We also decide on any improvements and technical adjustments to be made.

We have the right to change or modify the Services with respect to structure, scope, and function. If this is expected to result in a significant change for you, such as increased costs, we will notify you no later than one (1) month before the change takes effect. In such a case, you have the right to terminate the Agreement for the Services affected by the change. In such a case, the Agreement for these services will terminate no later than when the change takes effect.

We also have the right to remove a Service. If a Service is removed, we will always notify you no later than three (3) months before the Service is removed. The Agreement for the Service that is removed will cease to be in effect on the same day the Service is removed.

2.5 Support on how the Services function and how they can be used is included with the Services. Support is limited to email and contact information provided on our website (getstoix.com). We reserve the right to respond to your inquiries as soon as possible.

3. Your Right to Use the Service

With this Agreement, Stoix grants you a non-exclusive, non-transferable, and non-assignable right to use the Services for the duration of the Agreement, both for your own use and for allowing your users to use the Services. The users need to be employees or people working directly for you, such as consultants.

3.1 During the valid Agreement, you shall designate a Contact Person and be responsible for ensuring that contact information is always up to date. The Contact Person is your decision-maker in all matters related to the Services and the Agreement.

The Contact Person may, among other things, perform the following tasks on your behalf:

• Order additional Services.
• Grant Users permission to use the Services, which allows them to have their own login credentials.
• Appoint other individuals who may also act as Contact Persons.
• Receive changes and updates to this Agreement.
• Terminate this Agreement.
• Make decisions regarding other matters arising from this Agreement.

4. Your Obligations Regarding the Services

4.1 You may only use the Services for legal purposes and in accordance with the terms of this Agreement.

You are responsible for ensuring that the information entered into the Services does not violate applicable laws, such as intellectual property and data protection legislation.

4.2 When you and your Users use the Services, you are obligated to follow our instructions for using the Services. This also applies to any other instructions developed by us or anyone else we have entered into an agreement with. You are responsible for ensuring that your Users understand that they are required to follow such instructions.

You are responsible for managing your account for the Services in a secure manner. You are solely responsible if any unauthorized person gains access to the Services and uses them.

We have the right to restrict or suspend one or more specific Users' access to the Services if providing the Services poses a risk of more than minor disadvantage to us or any of our other customers. In such cases, we may only take actions that are necessary to manage the risk or other reasons that prompted us to limit access to the Services.

4.3 If anyone else makes claims against us due to your or your Users' use of the Services or third-party services, you shall indemnify us by compensating us for the damage or loss we have suffered due to the claim.

Examples of such claims include demands for compensation for infringement of third-party intellectual property rights, such as copyright or trademarks. We shall also have the right to transfer the right to make such a claim and thus allow someone else to make the claim.

5. Pricing & Payment

5.1 Unless otherwise agreed, fees are charged according to Stoix's current price list. Fees may consist of variable and/or fixed fees, any one-time fees, and billing fees. We also have the right to increase the price, with immediate effect, if the increase is due to circumstances beyond our control and only to cover increased expenses, such as changes in exchange rates, taxes, or other economically significant circumstances affecting the cost of providing the Services.

We also have the right to increase the price in other cases, but in such cases, we must notify you no later than thirty (30) days before the price increase to inform you of the change. The new price shall only take effect at the beginning of the next billing period. You have the option to terminate the Agreement with us on the day before the price increase takes effect, thus avoiding the price increase during the notice period.

5.2 All prices stated are exclusive of value-added tax (VAT). You are responsible for value-added tax, other taxes, and public charges levied for the Services you purchase from us.

How is payment made?

Payment is made via invoice. Invoicing for fixed fees (such as the subscription fee for the Services) is done in advance, and we send invoices to you according to the payment period you selected when ordering the Service. Invoicing for variable fees based on your usage of our Services is done in advance.

When should payment be made, and what happens if you pay late?

If we have not agreed on anything else, payment shall be made no later than thirty (30) days from the invoice date. All payments for variable fees shall be made in advance. If we do not receive your payment on time, we have the right to charge statutory default interest from the due date of the invoice. If we send a payment reminder, a reminder fee will be charged. If the invoice is sent to collections, collection fees will apply.

If you do not pay for the Services according to the Agreement, we have the right to suspend Users' access to the Services and the Services themselves until you have paid all overdue amounts.

We also have the right to terminate the Agreement with immediate effect if the invoice is not paid within fifteen (15) days after the due date.

Is payment required even if the Agreement is terminated?

The Agreement is terminated by notifying us in writing, no later than thirty (30) days before the next billing period begins, that you wish to terminate the Agreement; otherwise, it will continue indefinitely.

Will we receive a refund of the paid fees if the Agreement is terminated?

If the Agreement is terminated, we will not refund any pre-paid fixed fees, except if the Agreement is terminated as specified in section 2 "What applies to changes and development of the Services?" and section 17 regarding "Amendment of terms and in such case how?". In that case, we will refund the portion of the fee that corresponds to the remaining part of the term of the agreement.

6. Availability of Services

6.1 Our Services are available around the clock, except for planned service interruptions and subject to the limitations specified below regarding service levels.

Sometimes, we need to update or perform maintenance on the Services. During such times, we may temporarily restrict access to the Services, which we always aim to do outside of office hours. We will inform you in advance of planned disruptions whenever possible.

7. Remedies for Service Defects

7.1 We are responsible for defects in the Services that result in the Services not functioning as intended with respect to the content or functionality of the Services, provided that the defect is attributable to us.

You can report defects to us at any time, seven days a week, through our Support.

7.2 We are not responsible for defects attributable to you, Users, or any other party not under our responsibility, such as other suppliers with whom you have entered into agreements connected to our Services.

7.3 For us to be obligated to remedy defects for which we are responsible, the following conditions must be met:

1. You must notify us of the defect within fifteen (15) days after discovering or should have discovered the defect, and
2. You must provide us with the information we need to address the defect, and
3. The defect is considered not insignificant for the average customer.

If the conditions are met, we will address the defect with the promptness required by the circumstances.

As our Services depend on the internet and other providers, issues such as interruptions, delays, bugs, and similar hindrances between the Service and the User may result in the Service not functioning as intended. Since internet-related problems are beyond Stoix's control, they do not constitute a defect in the Service.

7.4 What is stated about defects in this section constitutes Stoix's sole liability in relation to defects in the Services.

8. Liability and Limitation of Liability

8.1 You shall compensate us for damages we suffer due to your or your Users' negligent use of the Services in violation of the Agreement or in a manner that harms us.

8.2 Stoix's liability is limited to direct damages. Unless we have acted intentionally or with gross negligence, we may, during a twelve (12) month period, be liable for a maximum amount equal to one base amount according to Chapter 2, Section 6 of the Social Insurance Act.

We are not liable for indirect damages, such as lost profits and/or production.

Our liability is limited to damages suffered by you. We are not liable to others, such as Users, your employees, customers, suppliers, or partners.

8.3 Claims for damages must be reported in writing to the other party. The notification should be made as soon as possible but no later than two (2) months after the defect, delay, or damage was discovered or should have been discovered.

9. Force Majeure

We are not responsible for any loss or damage that you may incur if our ability to fulfill the Agreement has been prevented or significantly hindered by circumstances that we or our supplier could not reasonably control or anticipate. Examples of such force majeure circumstances include labor disputes, lightning strikes, fires, floods, water damage, war, riots or disturbances, pandemics or epidemics, mobilization or unforeseen military conscription, requisition, confiscation, currency restrictions, export or import restrictions, lockouts, or other labor disputes, earthquakes, general shortages of goods, or shortages of transportation, legislation, or regulatory restrictions.

10. Confidentiality

Both of us commit to handling all information in accordance with the paragraphs below. 10.1 Information that must not be disclosed ("Confidential Information") includes all data of an economic, technical, commercial, or any other nature that either of the parties becomes aware of in connection with the Agreement or through any relationship related to the Agreement.

This applies to information disclosed in writing, orally, or in any format whatsoever. It also applies regardless of the source or origin of the information and whether it comes from us, you, from an independent party or material, or if the information arises while you are using our Service.

However, information is not considered Confidential Information if it can be demonstrated that:

• The information is publicly known or becomes publicly known in a way other than through a breach of the Agreement.

• The information is something that a Party can prove it already knew before receiving it from the other Party, and

• The information is received or will be received from a third party without being bound by a duty of confidentiality towards that third party.

  10.2 Regardless of what is stated above regarding confidentiality, we have the right to disclose Confidential Information (that does not contain personal data) as specified below to Stoix group companies, partners, or suppliers:

• Information about who you are,

• Other information that needs to be disclosed for us, our supplier, or our partner to be able to deliver or develop the Services, and

• Information that needs to be disclosed for any other of our partners providing services related to our Services to be able to deliver and/or develop such services.

Furthermore, we always have the right to inform a company that they have an account with us.

10.3 Neither of us may use Confidential Information for purposes other than to fulfill our respective rights and obligations under this Agreement.

10.4 We both have the right to disclose Confidential Information or other information that we are required to disclose by law, court/authority decision, or binding stock exchange regulations. We both also have the right to disclose Confidential Information or other information if the information is subject to compulsory measures by a law enforcement authority (such as the Police, Prosecutor's Office, or the Economic Crime Authority) or is otherwise related to suspicion of a crime for which imprisonment is a possible penalty.

10.5 A Party may disclose Confidential information to its employees, board members, consultants, and subcontractors who need access to the information for the purpose intended when Confidential Information was provided to the receiving Party. We both shall, through a confidentiality agreement or by other suitable means, ensure that employees, consultants, and other staff engaged by us are bound by confidentiality in accordance with what is stated about confidentiality in this section. We shall also be responsible in relation to each other for ensuring that any subcontractors we have, as well as employees of the subcontractors involved in the assignment, are bound by corresponding confidentiality.

11. Data Processing & Handling of Personal Data

Stoix processes personal data in accordance with the applicable data protection legislation. By entering into the Agreement, the Customer consents to the processing of Data in accordance with this section.

11.1 Each Party may act as the data controller for such personal data covered by the Agreement. Stoix may also act as a data processor for personal data for which the Customer is the data controller. In this section, processing, personal data, data controller, and data processor have the meaning set forth in the applicable data protection legislation (primarily the General Data Protection Regulation/GDPR).

11.2 In providing the Services under the Agreement, Stoix may process personal data for which Stoix shall be considered the data controller under the applicable data protection legislation.

In order for Stoix, as data controller, to fulfill obligations regarding information and data subjects' rights under Articles 12 - 21 of the GDPR, the Customer shall provide Stoix with information enabling Stoix to identify Users requesting to exercise such rights and to provide information to them, at Stoix's request. The Customer is responsible for ensuring that the information about Users is accurate and is provided promptly in accordance with Stoix's instructions.

11.3 In providing the Services under the Agreement, Stoix may also process personal data for which the Customer shall be considered the data controller under the applicable data protection legislation. This must have been agreed upon in writing in advance.

In such cases, Stoix is the data processor with respect to such data. What is stated in paragraphs 11.3-11.11 shall only apply to personal data for which the Customer is the data controller and Stoix is the data processor. Paragraphs 11.3-11.11 shall not apply in case the Parties have entered into a separate data processing agreement.

11.4 The Customer is responsible for ensuring that the processing of personal data is carried out in accordance with applicable legislation. Stoix commits to processing personal data only in accordance with the law, the Agreement, and the Customer's written and agreed-upon instructions.

Stoix shall not process personal data beyond what is necessary to perform and provide services under the Agreement. Stoix shall be entitled to compensation from the Customer for following the Customer's written instructions if the requested action is not covered by the Agreement otherwise.

11.5 Stoix shall take the technical and organizational measures agreed upon in this paragraph to protect personal data. The measures shall achieve a level of security appropriate to the risk in accordance with Article 32 of the GDPR.

11.6 To a reasonable extent, the Customer may request changes to agreed-upon instructions and security requirements. Such requests for changes shall be made in writing in advance to Stoix and shall be subject to Stoix's approval. Stoix is entitled to compensation from the Customer for direct costs associated with implementing such changes.

11.7 Stoix shall notify the Customer promptly if a personal data breach involving the Customer's personal data occurs, in accordance with Article 33 of the GDPR.

11.8 Stoix shall allow inspections and audits that an authority may require concerning personal data. Stoix is entitled to compensation from the Customer for direct costs associated with carrying out such inspections and audits.

11.10 Stoix may use subcontractors to process personal data ("Sub-processor") both within and outside the EU/EEA. If Stoix uses a Sub-processor, Stoix shall enter into an agreement with the Sub-processor under which the Sub-processor, as a data processor, undertakes to comply with terms equivalent to those set out in paragraphs 11.3-11.11.

If personal data is to be transferred to a country outside the EU/EEA, Stoix shall ensure that there is a legal basis for the transfer, for example, by using the EU Commission's standard contractual clauses.

11.11 Upon termination of the Agreement, Stoix shall, at the Customer's request, delete all of the Customer's Personal Data. However, this does not apply to the extent Stoix is obliged by law to retain such data.

11.12 Stoix undertakes to hold the Customer harmless if the Customer, in its capacity as a data controller, is liable to pay damages to data subjects under applicable data protection legislation for the processing of Personal Data that forms the basis for the compensation has been carried out by Stoix in violation of the controller's instructions or the Agreement.

11.13 The Parties agree that each Party shall fully bear any administrative penalty fee that the Party is obliged to pay under applicable data protection legislation, regardless of the reason for such obligation. Thus, the paying Party is not entitled to claim that the other Party shall, in part or in whole, be responsible for and/or pay such administrative penalty fee.

12. Customer Data

We are not entitled to use Customer Data unless otherwise specified in this Agreement.

12.1 We may use Customer Data to fulfill the assignment, for statistical purposes, to improve and develop our Services, and for marketing in accordance with the marketing terms, see paragraph 13.

We may also transfer Customer Data to group companies, suppliers, and partners to deliver or develop the Services or to enable such a company to provide and market services closely related to our Services.

12.2 You shall ensure that the code and data processed on our platform do not include viruses, trojans, worms, or other content harmful or illegal to the Service.

You shall also compensate Stoix for any damage we incur directly or indirectly due to the content of Customer Data or the use of Customer Data in violation of applicable legislation. This may include, for example, infringement of intellectual property rights or other rights.

13. Marketing of Services

We may market services to you, which we, another company in our group, or any of our partners provide. Marketing may take place in the Services, by email, or in other ways.

14. Intellectual Property

14.1 This Agreement does not transfer copyright or any other intellectual property rights to the Services to you, to the user of the Service, or to anyone else.

14.2 You may not copy, modify, or otherwise manipulate the software or other materials related to the Services unless otherwise licensed by Stoix.

14.3 All intellectual property rights provided by Stoix are and shall remain the property of Stoix or its licensors. Stoix retains ownership of all materials and results on the Stoix platform, except for Customer's data and data flows that arise during the performance of the Agreement. All copyright, patent rights, or other intellectual property rights related to the work product shall belong to Stoix.

14.4 You shall defend us if claims are made or actions are taken against us for intellectual property infringement due to your or the user of the Services' violation of this Agreement. This shall be at your own expense. You shall also indemnify us for all costs and damages that we may be required to pay through settlement or judgment.

15. What if we receive different instructions from different individuals in your organization? If different individuals representing you provide us with conflicting instructions, we have the right to request written instructions from your board or from a person authorized to represent you. This may relate, for example, to who should have access to Customer data or other instructions regarding the Services. We also have the right to choose whose instructions to follow, as long as it does not otherwise violate the Agreement.

16. How will communication occur?

We will provide notifications to you through the Services, letters to the address you have provided, or emails to the email address you have provided.

It is your responsibility to notify us within the Service of updates to your address, email address, or other contact information you have provided to us.

The Customer does not have the right to use Stoix's company name, trademark, or other identifiers for marketing or similar activities without written consent.

17. Change of Terms and How?

17.1 We may change this Agreement without your prior approval. You will be notified of any changes through your designated contact person.

17.2 If the change is expected to result in a significant disadvantage for you, we will inform you of the change in advance. The change will take effect thirty (30) days after you have been notified of it or at a later date if we announce it. Stoix also has the right to change this service agreement based on decisions made by authorities or courts, without obtaining the Customer's prior approval. Such changes shall come into effect one (1) month after the Customer has been informed, or when the change has been made generally available.

17.3 If the change represents a significant disadvantage for you, you have the right to notify us, no later than fourteen (14) days before the change takes effect, that you are terminating the Agreement to terminate on the day the change takes effect. The termination must be in writing.

18. How long does the agreement last and how is it terminated?

18.1 Unless otherwise agreed, the Agreement continues after the initial term indefinitely with a mutual notice period of one (1) month.

18.2 You can terminate the Service or Services by providing written notice of termination. The notice of termination must be given no later than one month before the expiration of the contract term. We have the right to terminate the Agreement no later than three months before the expiration of the contract term.

18.3 If the Agreement is not terminated as specified above, it will be automatically renewed.

19. Can the agreement terminate before the contract term ends?

19.1 In addition to what is otherwise stated in this Agreement, both of us have the right to terminate the Agreement immediately if the other party:

• Breach the Agreement and do not remedy it within thirty (30) days after receiving written notice of the breach from the other party, or

• Initiate liquidation proceedings, apply for or are declared bankrupt, suspend payments, or otherwise appear to be heading for insolvency.

  19.2 We have the right to terminate the Agreement immediately if payment of an invoice has not been made fifteen (15) days after the due date.

Notice of termination shall be sent in the same manner as other notices should be sent under the Agreement.

From the day the Agreement terminates, you and your Users no longer have the right to use our Services.

20. Is it allowed to assign the agreement to someone else?

20.1 You do not have the right to assign your rights under this Agreement to anyone else unless we have given written consent in advance. We have the right to assign the Agreement without the Customer's prior approval.

20.2 If you have received our approval to assign the Agreement, the assignment shall only be effective against us when the new contracting party has confirmed in writing that they accept the terms of the agreement by accepting them in the Service and assume any obligations you have towards us at the time of the assignment.

21. Choice of Law and Dispute Resolution

Swedish law shall apply to this Agreement. Legal differences between this agreement and its Swedish counterpart shall be decided by interpreting the Swedish version. Disputes arising out of the Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). Rules for Expedited Arbitrations shall apply unless the SCC, considering the complexity of the case, the value of the dispute, and other circumstances, determines that the Arbitration Rules shall apply. In the latter case, the SCC shall also determine whether the arbitral tribunal shall consist of one or three arbitrators.

The seat of arbitration shall be Stockholm, Sweden.

The language of the proceedings shall be Swedish.

However, a party may initiate legal proceedings before a court regarding overdue unpaid claims for Services provided.