Terms and conditions
Last updated: 17 October 2024
These Terms and Conditions (the “Terms”) are a legal Agreement between you (as the user) and Teemyco AB (“Teemyco”, “Service provider”, “we”, “our”, or “us”), a private limited liability company registered under the Laws of Sweden with company number 559223-9122, having its registered address situated at c/o Starbreeze, Regeringsgatan 38, 111 56 Stockholm, that governs your use of the Teemyco (https://www.teemyco.com) website, the software application, and all other related services that Teemyco provides (collectively the "Services") through our website and our software application.
Teemyco reserves all rights to change or update these Terms at any moment, by posting on the Teemyco website or by providing any other notice. Your rights under these Terms will be subject to the most current version posted on the Website at the time of use. For any major changes to these Terms, we will notify you at least 30 days before its entry into effect.
These Terms and Conditions set out the terms and conditions for Customer's use of the Software in its business operations and Teemyco's delivery of Services.
PLEASE READ THESE TERMS AND CONDITIONS. BY SUBSCRIBING TO THE SERVICES OR BY ACCESSING THE WEBSITE AND THE SOFTWARE APP YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE LATEST VERSION OF THE AGREEMENT BEING THE FOLLOWING DOCUMENTS.
1. DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation in Schedule 1 shall apply in these terms and conditions.
2. SCOPE AND PRELIMINARY PROVISIONS
2.1 The purpose of the agreement is to govern the delivery of the Software and Services provided by Teemyco to the Customer. This means that the agreement sets out the terms and conditions for the license granted to the Customer regarding the use of the Software as well as the delivery of Services.
2.2 These Terms and Conditions are the only terms and conditions upon which Teemyco will supply the Software and Services to the Customer. Any general terms and conditions or standard agreements provided by Customer and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing are hereby explicitly excluded and rejected.
2.3 Teemyco will strive to deliver Services under the agreement in a professional manner consistent with good industry standards.
3. DESCRIPTION OF SOFTWARE
3.1 Teemyco has developed the Software. Since the Software's functionality and applicable user-manual(s) are constantly changing, Customer can find description of the Software's functionality in the user-zone available at https://www.notion.so/teemyco/Teemyco-User-Zone-e945d126cc0c4d028622cdb7fb6e6c83 or any other webpage Teemyco designates in its place.
3.2 Beta Services.
Teemyco may, from time to time, offer access to services that are classified as a trial or beta version (“Beta Services”). Access to and use of Beta Services may be subject to additional agreements. Teemyco makes no representations that Beta Services will ever be made generally available and reserves the right to discontinue or modify Beta Services at any time without notice. Beta Services are provided AS IS and WITH ALL FAULTS, and may contain bugs, errors or other defects. Your use of any Beta Services is at your sole risk.
3.3 Third Party Generative AI Services
Our Teemyco AI Assistant feature utilizes a third-party generative artificial intelligence platform to create meeting summaries, deliver daily recaps, and provide a chatbot that can be queried during meetings. If you enable the Teemyco AI Assistant, transcripts of meetings will be sent to the Azure AI platform. Users do not need to attend the meeting to receive daily recaps or be @mentioned.
Please refer to Azure’s terms for processing information at https://azure.microsoft.com/en-us/services/openai/. If you do not agree to the use of your data by Azure, do not use or join any meeting in which the Teemyco AI Assistant has been activated.
4. CUSTOMER LICENSE AND USER RIGHTS
4.1 Teemyco grants Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, limited license per End User as set out in the applicable plan that you have to access and use the Software provided to Customer by Teemyco as a cloud solution, solely for the use on Customer’s hardware during the Term of the agreement. The license is non-transferable.
4.2 Except as permitted by mandatory applicable law, or as expressly authorized by this agreement, Customer may not in any form or by any means (i) copy, make error corrections, or otherwise modify, decompile, decrypt, reverse engineer, disassemble, adapt or otherwise reduce any portion of the Software, to human-readable form; or (ii) transfer, assign, store, reproduce, sublicense, publish, rent, lease, distribute, sell, print, display, perform or create derivative works from any part of the Software; or (iii) commercialize the Software, information or products obtained from any part of the Software. To the extent that any of the foregoing items include any third party material, Customer must also obtain written permission from the applicable third party owner prior to engaging in any of the activities set forth in this clause.
4.3 Customer may not reproduce, distribute, display, sell, publish, broadcast or transfer any information or other material provided by Teemyco and/or any information or other material provided as a result of the Software (e.g. advisories and security updates) to any third party, including Customer’s affiliates or group related entities, nor make such information or material available for any such use.
4.4 The Software may only be used by the legal entity or person that has purchased a license, has been granted a trial licence or has otherwise been granted an explicit right to use the Software, as applicable, and no shared use with any other legal entity (including Customer’s affiliates or group related entities) or person is allowed. Customer shall provide Teemyco with such information as may be required for it to determine Customer’s relationship with any other party using or seeking to use the Services to ensure that it is not circumventing the permitted usage under the Customer’s Plan.
4.5 Customer may not remove, conceal, or alter any copyright notices contained in the Software, in any information or other material provided by Teemyco, and/or any information or other material provided as a result of the Software or Services.
4.6 For the avoidance of doubt, Customer and any individual End User may not exceed or circumvent the permitted usage as set forth in the agreement and the relevant Plan, including without limitation by using the Software and/or installing the application to access the Software outside the legal entity/entities or persons which the Software has been licensed for, or by failing to disclose its relationship with any third party or by performing any automatic or systematic internal distribution of received advisories and security updates, etc.
4.7 Further, Customer is obligated to ensure that it will not allow, suffer or contribute to any subscription/license to be used by more than one (1) End User, except (i) where such subscription/license has been reassigned in its entirety to another individual End User pursuant to clause 5.3, in which case the prior End User shall no longer have any right to access or use the Software and Services, or (ii) where Customer explicitly has been granted an extended license covering more than one End User – such extended license to be agreed by the Parties in writing.
4.8 Teemyco will throughout the Term on regular basis maintain the Software, e.g. by installing new versions and releases (updates) to the Software etc.
5. SCALABILITY (CHANGE IN NUMBER OF LICENSES)
5.1 The Customer may at any time during the Term increase its total number of licenses by adding additional End User licenses. Such addition will take effect from the date where such additional licenses are activated by the Customer. Such additional licenses are subject to the Terms and Conditions unless otherwise agreed in writing between the Parties, and Teemyco will consequently charge Customer for the purchase of such additional licenses according to the payment terms set out in clause 11. The Customer may at any time choose to upgrade the Plan that it has selected by going to Teemyco’s website.
5.2 Customer may at any time decrease the total number of licenses that it is permitted to use under its Plan or by selecting a different Plan.
5.3 However, during the Term, Customer is entitled to reassign its End User licenses to other end users provided the requirements set out in the definition of "End User" are adhered to. An End User license may only be reassigned in its entirety to another individual End User, in which case the prior End User shall no longer have any right to access or use the Software and Services.
6. CUSTOMER'S OBLIGATIONS
6.1 The Customer shall:
6.2 Any delay caused by Customer’s failure or delay in performing its obligations under the agreement shall be Customer’s responsibility and Teemyco shall be entitled to charge its then-current standard rates for any unutilized/wasted time or increased efforts on its part that result from the Customer’s failure to fully comply with its obligations promptly or at all, together with any additional costs Teemyco might incur.
7. SUPPORT
7.1 Upon request by Customer using the “Contact Us” link provided by Teemyco, Teemyco will endeavor to respond within a reasonable time to provide ordinary customer support in relation to the Software to Customer free of charge within Teemyco's normal business hours.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 As between Teemyco, the Customer and/or any End User(s), all Intellectual Property Rights, including the right to patents, copyright, trademarks, or know how, in the Software and Services and any documents or any other material provided to Customer in association with the performance of this agreement and/or arising or developed/created under and/or in connection with this agreement (i.e. both background and foreground IPR) are and shall remain the property of Teemyco and, except as expressly permitted in the agreement, the Customer and/or End User(s) shall have no right in or to the Software or Services. Save for any Intellectual Property Rights in Customer Data under clause 8.3, any Intellectual Property Rights which come into existence as a result of the performance by Teemyco of the Services will be the property of Teemyco.
8.2 Customer may not use any of Teemyco's trademarks in connection with activities, product(s) or services, without Teemyco's prior written consent.
8.3 Customer shall own the rights to Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. Customer agrees that if it provides any feedback to Teemyco about the Software and Services ("Feedback") Teemyco or its licensors shall retain all ownership and intellectual property rights (including all derivatives or improvements thereof) in and to any such Feedback, and Customer acknowledges that Teemyco may use the Feedback for any purpose, including but not limited to incorporation or implementation of such Feedback into the Software and Services, and to display, market, sublicense and distribute such Feedback as incorporated or embedded in any product or service distributed or offered by Teemyco.
9. INDEMNITY
9.1 Subject to the limitations in clause 14, Teemyco shall indemnify Customer from and against any and all damages awarded by any court finding that the Software or Services delivered by Teemyco to Customer infringes any intellectual property rights of any third party who is not an affiliate or a group related entity of Customer.
9.2 Teemyco’s obligations under clause 9.1 are subject to the conditions that (i) Customer provides prompt (but in no event more than 30 days) written notice of such claims, (ii) Customer provides all necessary information and authority requested or required for the defence or settlement of such action or proceeding, and (iii) Teemyco has sole control over the defence and settlement of such claims. Notwithstanding anything to the contrary, Teemyco shall not be responsible for any cost or expense incurred or compromise made without Teemyco’s prior written consent.
9.3 Teemyco’s obligations under clause 9.1 shall not apply to the extent that such damages are related to or caused by: (i) any modification or alteration of the Software or Services by anyone other than Teemyco; (ii) Customer’s use of a non-current copy of the Software; (iii) any specifications, software, hardware or services provided by or on behalf of Customer; (iv) any combination of the Software and/or Services with any hardware, software, services or portion thereof that is not (a) supplied by or on behalf of Teemyco, or (b) specified by Teemyco to be used with the Software; (v) Customer’s use of the Software or Services after notice of the alleged or actual infringement from Teemyco or any appropriate authority; or (vi) Customer’s use of the Software in a manner not specified in the specifications and documentation or otherwise in violation of this agreement.
9.4 If the Software or any portion thereof, becomes, or Teemyco believes that it is likely to become, the subject of an intellectual property claim, Teemyco shall, at its option and expense, have the right to: (i) procure for Customer the right to continue using the Software or the portion so affected; (ii) modify the Software to avoid the intellectual property claim; (iii) substitute functionality substantially equivalent to the Software at the time of such substitution; or (iv) terminate this agreement and provide to Customer a refund of any prepaid portions of the subscription Fees under this agreement without any additional liability.
9.5 Customer acknowledges that it is not entitled to claim damages from Teemyco if Teemyco remedies a possible intellectual property infringement as set out in clause 9.4.
10. WARRANTY
10.1 Subject to clause 10.3, Teemyco warrants that the Services will be provided using reasonable skill and care. Teemyco shall use reasonable endeavors to ensure that the Software will be free from material defects in design or workmanship and Customer may provide Feedback in relation to any issues or suggestions in accordance with clause 8.3.
10.2 Subject to clause 10.1, the Parties acknowledge and agree that all conditions, warranties and stipulations, express or implied, statutory, customary or otherwise of any kind which, but for such exclusion, would or might subsist in favour of the Customer are expressly excluded and Teemyco expressly excludes any and all warranties and conditions to the maximum extent permitted by applicable law.
10.3 Without prejudice to the generality of clause 10.2 Teemyco does not represent or warrant that:
11. PRICES AND PAYMENT TERMS
11.1 Teemyco may offer new Customers a free trial period for our Services as set out on our website here.. Information about our standard Plans including in relation to the number of End Users after any free trial period that will trigger a paid Plan may be found on our website at the above link. For customised plan options the Customer may contact Teemyco.
11.2 Teemyco provides its Services as a Software-as-a-Service model with recurring payments. You may choose between monthly or yearly payments. The payment for the first month of service will be deducted on the account activation and thereafter either monthly or yearly depending on the Plan chosen, and Teemyco shall debit the Customer's credit card.
You will be provided with an invoice on a monthly or yearly basis. Credit cards are billed automatically on a monthly or yearly basis. In the event of a rejected charge, Teemyco will send an email notification and the Customer is expected to update their credit card details within 24 hours. Failure of Customer to respond within 24 hours may result in the suspension or termination of the Customer’s Teemyco Account.
Teemyco uses Stripe for credit card payments. (Stripe is PCI compliant). We do not store any credit card details on our servers.
11.3 All fees quoted on our site are exclusive of VAT or any other taxes that may be applicable in your jurisdiction. For additional information on our subscription plans, please contact us. For monthly Plans only, you may activate or deactivate End Users at any time during your subscription term.
11.4 Teemyco will be entitled to change the Fees at any time by giving one month’s written notice to the Customer.
11.5 The changes in Fees pursuant to clause 11.4, will take effect from expiry of the relevant notice period as specified in clause 11.4 (or, if later, the date specified in the notice).
11.6 If, at any time, whilst using the Software and Services, the Customer increases the number of permitted End Users the Fees will increase in accordance with the terms of the relevant Plan. If acting in its sole discretion Teemyco permits the usage of the Software and/or Services by guests invited by Customer without charging any additional license Fees, such usage shall be subject to fair use by such guests as determined by Teemyco from time to time. For clarity, Teemyco reserves the right at any time upon giving Customer 30 days written notice that guests of Customer will be designated as End Users for the purpose of calculating additional license Fees.
11.7 Any Fees and/or sums not paid by Customer when due shall entitle Teemyco to default interest in accordance with the Swedish Interest Act (Sw. Räntelagen (1975: 635)) and a reminder fee and/or collection fee in accordance with applicable laws.
11.8 In the event that the Customer fails to pay any Fees and/or sums due to Teemyco on or before its due date for payment, Teemyco may suspend performance of its obligations under the agreement by giving the Customer not less than seven days’ notice. In that connection, Teemyco may:
11.9 If the agreement expires or is terminated for any reason, the Customer will not be entitled to any refund of any Fees or other remuneration paid to Teemyco, whether or not they are paid in advance.
12. SUSPENSION, MODIFICATION AND OTHER TEEMYCO RIGHTS
12.1 Teemyco reserves the right at any time in its sole discretion and without any consent from Customer to substitute, change and/or modify the Software and Services, including their specifications and documentation, without any liability towards Customer whatsoever, including limitation to the scope, functionalities, and content of the Software, or part thereof (for example, in order to comply with legal requirements and/or ensuring non-infringement of third party Intellectual Property Rights).
12.2 Teemyco is entitled to suspend or discontinue the provision of the Software and Services (in whole or in part) with immediate effect, without any liability towards Customer whatsoever, in the following circumstances:
12.3 Teemyco may provide information about the Customer’s and End Users’ use of the Software and Services and access to Customer Data in response to requests from relevant government or regulatory authorities.
12.4 Customer may not use the Software and Services in any way, which is illegal, harmful, or may be considered offensive by Teemyco, other users or third parties or in a manner or for a purpose which may otherwise bring Teemyco into disrepute. Customer agrees not to use the Software and Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and Customer acknowledges and agrees that Teemyco is not in any way responsible for any such use by Customer and its End Users, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that Customer and its End Users may receive as a result of using the Software and Services. Notwithstanding any other remedies available to Teemyco, Customer agrees that Teemyco may suspend or terminate Customer’s use of the Software and Services without notice if Customer and/or its End Users use the Software and Services in any prohibited manner, and that such use will be deemed a material breach of the agreement.
13. MONITORING AND AUDIT
13.1 Teemyco may monitor Customer’s (including End Users) usage of the Software and Services in order to verify that Customer's use of the Software and Services is compliant with the terms and conditions of the agreement and to ensure that Customer is sufficiently licensed.
13.2 Teemyco may upon reasonable notice (which shall not be less than two (2) business days), subject to Customer's reasonable security procedures and during reasonable business hours, conduct an audit in order to verify that the terms and conditions specified in the agreement are complied with and that Customer is sufficiently licensed.
13.3 If monitoring or an audit reveals that Customer is not sufficiently licensed or has underpaid any Fees, then without prejudice to Teemyco’s other rights and remedies, the Fees payable by the Customer for such additional licenses and payments shall be calculated in accordance with Teemyco's then current standard price list and the Customer shall pay to Teemyco an amount equal to the underpayment within 30 days of the date of the relevant audit. If monitoring or an audit reveals that Customer is not sufficiently licensed or has underpaid any Fees, Customer shall pay Teemyco's reasonable costs incurred in respect of such monitoring or audit.
14. LIMITATION OF LIABILITY AND DISCLAIMERS
14.1 Subject to the warranty in clause 10.1, the Customer hereby agrees and acknowledges that the Software is provided "as is" without warranty of any kind. For the avoidance of doubt, Teemyco does not warrant that: (a) operation of the Software and supply of Services shall be uninterrupted or error free; or (b) functions and features contained in the Software will be able to operate in combination with other software and systems used by Customer or meet Customer's requirements.
14.2 Customer accepts that any information provided by Teemyco is general information only and is not to be deemed as advice. Teemyco will use reasonable business efforts to ensure that any information provided by Teemyco is accurate provided that Teemyco does not accept responsibility for any loss suffered as a result of Customer's use of or reliance on the information provided by Teemyco, other than expressly set out in the agreement.
14.3 To the maximum extent permitted by law, Teemyco shall not be liable whether in agreement, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any incidental, special, punitive, exemplary, indirect or consequential damages, costs, damages, charges or expenses, loss of profits, loss of savings, loss of business, cost of procurement of substitute Software or product(s); loss of use, loss of revenue, depletion of goodwill, loss of business opportunities or any loss or corruption of data or information or business interruption however arising under this agreement, even if advised of the possibility of such damage.
14.4 The total aggregate liability of Teemyco, in agreement, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, however arising in connection with the performance or contemplated performance of the agreement shall be limited to an amount equal to the total subscription Fees paid under the agreement by the Customer to Teemyco during the twelve (12) months immediately preceding the date on which the claim arose. For clarity, this limitation of liability is cumulative and not per incident and the existence of two or more claims will not enlarge this limit.
14.5 Teemyco shall not be liable for any claim under this agreement unless the Customer notifies Teemyco in writing no later than ninety (90) days after the Customer discovered or ought reasonably to have discovered the actual damage or loss, but in any event never later than six (6) months from the time the damage occurred.
14.6 Nothing in the agreement shall exclude Teemyco’s liability:
a. for death or personal injury caused by the negligence of Teemyco; and
b. for fraud or fraudulent misrepresentation,
provided always that nothing in this clause 14 confers any right or remedy upon the Customer to which it would not otherwise be entitled.
14.7 Without prejudice to clause 10.2, Teemyco is not responsible for any errors or problems of any nature arising from the use of the Software for purposes for which it was not designed.
14.8 Subject to clauses 14.6 and 17.2, Teemyco will not be liable to the Customer for any damage to, loss of or costs in respect of time spent by Customer's employees or consultants in connection with the Software and Services (in each case, whether direct or indirect or suffered by End Users).
14.9 Nothing in clause 14 shall be construed to limit Teemyco’s liability under mandatory law, including: (i) for gross negligence or wilful misconduct, or (ii) applicable product liability law. Any product liability of any kind is to the fullest extent permitted by applicable law, excluded from this agreement.
14.10 This clause 14 will continue in force after termination of the agreement for whatever reason.
15. CONFIDENTIALITY
15.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
15.2 Subject to 15.4, each Party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
15.3 Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
15.4 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this 15.4, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.
15.5 The Customer acknowledges that details of the Software and Services, and the results of any performance tests of the Software and Services, constitute Teemyco’s Confidential Information.
15.6 Teemyco acknowledges that the Customer Data is the Confidential Information of the Customer.
15.8 The above provisions of this 15 shall survive termination of this agreement, however arising.
16. PUBLIC ANNOUNCEMENTS
16.1 No Party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other Parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
17. CUSTOMER DATA
17.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
17.2 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Teemyco to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by (i) Teemyco to the extent that such Customer Data is held by Teemyco through the provision of Services; and/or (ii) the Customer in all other circumstances. Teemyco shall not be required to restore more than one previous full iteration of the Software and/or data containing the relevant lost or damaged Customer Data and shall not be required to restore one or more individual lost or damaged files.
17.3 Teemyco shall however not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Teemyco to perform services related to Customer Data maintenance and back-up).
17.4 Teemyco is entitled to delete or cease processing and separate any Customer Data:
18. DATA PROTECTION
18.1 The Parties acknowledge that Teemyco may have access to personal data which the Customer has introduced into the Software. Teemyco's data processing activities are performed in accordance with its Privacy Policy and are regulated in the separate Data Processing Addendum which is hereby incorporated by reference.
19. USE OF SUB-CONTRACTORS
19.1 Teemyco may at any time engage and use sub-contractors, without Customer's prior consent, to provide the Software and Services according to the agreement. Teemyco's use of sub-processors are regulated in the Data Processing Addendum.
19.2 Teemyco is responsible for its sub-contractors/sub-processors’ compliance with Teemyco's obligations under the agreement.
20. TERM AND TERMINATION FOR CONVENIENCE
20.1 The agreement shall enter into force on the Subscription Effective Date and shall continue to be in force in the Initial Subscription Term and thereafter in successive automatically renewed Subscription Periods until terminated in accordance with the provisions of the agreement, in which case the agreement will expire no later than on the agreed date of expiry (the "Term").
20.2 The agreement may not be terminated by either Party for convenience in the Initial Subscription Term.
20.3 At any time during the Subscription Period, either Party may terminate the agreement for convenience with a written notice of: (i) in the case of Subscription Periods that are monthly at least ten (10) days prior to the expiry of the then current Subscription Period; (ii) in the case of Subscription Periods that are yearly at least one (1) month prior to the expiry of the then-current Subscription Period, and with effect from the expiry of the relevant Subscription Period.
21. TERMINATION FOR BREACH
21.1 The Customer may terminate the agreement with immediate effect if Teemyco is in material breach of the agreement and (in the case of a breach capable of being remedied) this has not been remedied within 30 days of a written request to remedy the breach.
21.2 Teemyco may terminate the agreement with immediate effect if:
21.3 Teemyco will make the Customer Data electronically available in a standard format to be exported by the Customer for a period of 14 days after expiry or termination of the agreement. If any additional assistance is needed, this will be invoiced according to the time and material used by Teemyco. Teemyco may permanently delete any Customer Data that remains in its possession for more than 120 days following expiry or termination of the agreement.
21.4 Any termination of the agreement under this clause 21 is without prejudice to any other rights or remedies a Party may be entitled to under the agreement or applicable law. It does not affect any accrued rights or liabties of neither Party nor any provision which is expressly or by implication intended to come into force on, or continue in force after termination.
21.5 Any other provisions which expressly or impliedly continue to have effect after expiry or termination of the agreement shall survive expiry or earlier termination of the agreement.
22. FORCE MAJEURE
22.1 If either Party is affected by a Force Majeure under the agreement, it shall promptly notify the other Party in writing of the matters constituting the Force Majeure Event and shall keep that Party fully informed of their continuance and of any relevant change of circumstances whilst such Force Majeure Event continues.
22.2 The Party affected by a Force Majeure Event shall take all reasonable steps to minimise the effects of the Force Majeure Event.
22.3 Either Party shall have the right to terminate the agreement forthwith for convenience with thirty (30) days' prior written notice, if the Force Majeure Event exists for a consecutive period of sixty (60) days.
22.4 Neither Party shall be in breach of this agreement, or otherwise liable to the other Party, by reason of any delay in performance, or non-performance of any of its obligations which is caused by a Force Majeure Event.
23. MISCELLANEOUS
23.1 Notices: Any notices shall, unless otherwise expressly stated, be in writing and shall be given by sending the same by e-mail or registered post to the other Party’s address as may be designated in writing from time to time. Any notice sent by registered post shall be deemed to have been delivered five Working Days after its posting if sent domestically and 10 Working Days after its posting if sent internationally. Any notice given by email shall be deemed to have been delivered on the next Working Day following transmission.
23.2 Order of precedence: In the event of any conflict or inconsistency between the terms and conditions of this agreement, the following order of precedence apply:
23.3 Notwithstanding the above-mentioned order of precedence, the Data Processing Addendum will take precedence in relation to the processing of personal data, however not in relation to the liability section of the Terms and Conditions.
23.4 This means that the Terms and Conditions have the highest rank in case of conflict and/or inconsistency between terms and conditions in the Order Form and the terms and conditions set out in the Terms and Conditions.
23.5 Assignment: The Customer may not assign, novate, transfer or subagreement any rights or obligations under the agreement without Teemyco’s prior written consent. Teemyco shall have the right to assign, novate, transfer or subagreement all or any of its rights and obligations under the agreement to any third party upon written notice to the Customer including without limitation appointing agents to invoice and receive payment from the Customer under the agreement.
23.6 Sale of shares and transfer of assets: Teemyco is at any time entitled (without consent from Customer) to divest its business (transfer of assets) in whole or in part and to enter into any investment agreements or share sale and purchase agreements etc. with any third parties.
23.7 No waiver: Failure by either Party to exercise or enforce any right conferred (which, for the avoidance of doubt, includes without limitation Teemyco’s right to charge any costs and/or expenses at any time) shall not be deemed to be a waiver of any such right nor operate so as to prevent exercise or enforcement thereof or of any other right on any later occasion.
23.8 Changes/amendments: The agreement may only be varied or amended in writing and any such variation or amendment must be signed by a duly authorised representative of each of the Parties.
23.9 Entire agreement: The agreement constitutes the entire agreement between the Parties and supersedes any prior agreement or arrangement in respect of its subject matter. Neither Party has entered into the agreement in reliance upon, and it will have no rights in respect of, any misrepresentation, representation or statement (whether made by the other Party or any other person and whether made to the first Party or any other person) which is not expressly set out in the agreement. Nothing in this clause 23.9 will be interpreted or construed as limiting or excluding the liability of any Party for fraud or fraudulent misrepresentation.
23.10 Severability: In the event that any provision of the agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either of the Parties from any relevant competent authority, then (i) such provision shall be severed from the agreement and the remaining provisions shall remain in full force and effect, and (ii) the Parties shall discuss in good faith with a view to substituting any void and/or unenforceable provision with a valid and enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the void and/or unenforceable provision.
24. GOVERNING LAW AND DISPUTES
24.1 Governing law
24.1.1 The validity, interpretation, and performance of this agreement shall be governed by and construed under the laws of Sweden excluding its conflict of laws provisions. The United Nations’ Convention on the International Sale of Goods shall not apply.
24.2 Arbitration
24.2.1 Should a dispute arise between the Parties in relation to the agreement, the Parties shall first seek to resolve such dispute through negotiations.
24.2.2 If such negotiations do not succeed within ten (10) Working Days, or a different period agreed by the Parties, subject always to clause 24.2.3, any dispute arising out of or in connection with the agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”). The Rules for Expedited Arbitrations shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. The SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language of the arbitration shall be English and Swedish law shall apply to the dispute.
24.2.3 Teemyco shall have the right at its own discretion to bring any dispute or claim for non-payment of any sums under the agreement before the Swedish courts.
25. CONTACT US
If you have any questions concerning our Services or the Terms, please contact Teemyco at contact@teemyco.com
Thank you for reading our Terms. We are happy to collaborate with you and hope you enjoy Teemyco! The effective date of these Terms and Conditions is 16/08/2022.
SCHEDULE 1
DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation in this Schedule apply in the Terms and Conditions.
1.2 Expressions such as "including" and similar expressions mean "including, but not limited to". Words in the singular include the plural and vice versa.
1.3 The headings of the agreement are for guidance only and have no separate legal effect on the understanding or interpretation of the provisions of the agreement.
These Terms of Service (the “Terms”) are a legal Agreement between you (as the user) and Teemyco AB (“Teemyco”, “Service provider”, “we”, “our”, or “us”), a private limited liability company registered under the Laws of Sweden with company number 559223-9122, having its registered address situated at c/o Starbreeze, Regeringsgatan 38, 111 56 Stockholm, that governs your use of the Teemyco (https://www.teemyco.com) website, the software application, and all other related services that Teemyco provides (collectively the "Services") through our website and our software application.
Teemyco reserves all rights to change or update these Terms at any moment, by posting on the Teemyco website or by providing any other notice. Your rights under these Terms will be subject to the most current version posted on the Website at the time of use. For any major changes to these Terms, we will notify you at least 30 days before its entry into effect.
These Terms and Conditions set out the terms and conditions for Customer's use of the Software in its business operations and Teemyco's delivery of Services.
PLEASE READ THESE TERMS AND CONDITIONS. BY SUBSCRIBING TO THE SERVICES OR BY ACCESSING THE WEBSITE AND THE SOFTWARE APP YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE LATEST VERSION OF THE AGREEMENT BEING THE FOLLOWING DOCUMENTS.
NOTICE: IF YOUR ACCOUNT IS FOUND TO CONTAIN ILLEGAL ACTIVITY, YOUR ACCOUNT WILL BE TERMINATED IMMEDIATELY, WITHOUT NOTICE, AND A $500.00 CANCELLATION FEE WILL APPLY. ADDITIONALLY, TEEMYCO RESERVES THE RIGHT TO NOTIFY THE PROPER AUTHORITIES OF YOUR ACTIONS.
1.1 The definitions and rules of interpretation in Schedule 1 shall apply in these terms and conditions.
2.1 The purpose of the agreement is to govern the delivery of the Software and Services provided by Teemyco to the Customer. This means that the agreement sets out the terms and conditions for the license granted to the Customer regarding the use of the Software as well as the delivery of Services.
2.2 These Terms and Conditions are the only terms and conditions upon which Teemyco will supply the Software and Services to the Customer. Any general terms and conditions or standard agreements provided by Customer and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing are hereby explicitly excluded and rejected.
2.3 Teemyco will strive to deliver Services under the agreement in a professional manner consistent with good industry standards.
3.1 Teemyco has developed the Software. Since the Software's functionality and applicable user-manual(s) are constantly changing, Customer can find description of the Software's functionality in the user-zone available at https://www.notion.so/teemyco/Teemyco-User-Zone-e945d126cc0c4d028622cdb7fb6e6c83 or any other webpage Teemyco designates in its place.
4.1 Teemyco grants Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, limited license per End User as set out in the applicable plan that you have to access and use the Software provided to Customer by Teemyco as a cloud solution, solely for the use on Customer’s hardware during the Term of the agreement. The license is non-transferable.
4.2 Except as permitted by mandatory applicable law, or as expressly authorized by this agreement, Customer may not in any form or by any means (i) copy, make error corrections, or otherwise modify, decompile, decrypt, reverse engineer, disassemble, adapt or otherwise reduce any portion of the Software, to human-readable form; or (ii) transfer, assign, store, reproduce, sublicense, publish, rent, lease, distribute, sell, print, display, perform or create derivative works from any part of the Software; or (iii) commercialize the Software, information or products obtained from any part of the Software. To the extent that any of the foregoing items include any third party material, Customer must also obtain written permission from the applicable third party owner prior to engaging in any of the activities set forth in this clause.
4.3 Customer may not reproduce, distribute, display, sell, publish, broadcast or transfer any information or other material provided by Teemyco and/or any information or other material provided as a result of the Software (e.g. advisories and security updates) to any third party, including Customer’s affiliates or group related entities, nor make such information or material available for any such use.
4.4 The Software may only be used by the legal entity or person that has purchased a license, has been granted a trial licence or has otherwise been granted an explicit right to use the Software, as applicable, and no shared use with any other legal entity (including Customer’s affiliates or group related entities) is allowed.
4.5 Customer may not remove, conceal, or alter any copyright notices contained in the Software, in any information or other material provided by Teemyco, and/or any information or other material provided as a result of the Software or Services.
4.6 For the avoidance of doubt, Customer and any individual End User may not exceed or circumvent the permitted usage as set forth in the agreement, including without limitation by using the Software and/or installing the application to access the Software outside the entity/entities which the Software has been licensed for, or performing any automatic or systematic internal distribution of received advisories and security updates, etc.
4.7 Further, Customer is obligated to ensure that it will not allow, suffer or contribute to any subscription/license to be used by more than one (1) End User, except (i) where such subscription/license has been reassigned in its entirety to another individual End User pursuant to clause 5.3, in which case the prior End User shall no longer have any right to access or use the Software and Services, or (ii) where Customer explicitly has been granted an extended license covering more than one End User – such extended license to be agreed by the Parties in writing.
4.8 Teemyco will throughout the Term on regular basis maintain the Software, e.g. by installing new versions and releases (updates) to the Software etc.
5.1 The Customer may at any time during the Term increase its total number of licenses by adding additional End User licenses. Such addition will take effect from the date where such additional licenses are activated by the Customer. Such additional licenses are subject to the Terms and Conditions unless otherwise agreed between the Parties, and Teemyco will consequently charge Customer for the purchase of such additional licenses according to the payment terms set out in clause 11. The Customer may at any time choose to upgrade the Plan that it has selected by going to Teemyco’s website.
5.2 Customer may at any time decrease the total number of licenses that it is permitted to use under its Plan or by selecting a different Plan.
5.3 However, during the Term, Customer is entitled to reassign its End User licenses to other end users provided the requirements set out in the definition of "End User" are adhered to. An End User license may only be reassigned in its entirety to another individual End User, in which case the prior End User shall no longer have any right to access or use the Software and Services.
6.2 Any delay caused by Customer’s failure or delay in performing its obligations under the agreement shall be Customer’s responsibility and Teemyco shall be entitled to charge its then-current standard rates for any unutilized/wasted time or increased efforts on its part that result from the Customer’s failure to fully comply with its obligations promptly or at all, together with any additional costs Teemyco might incur.
7.1 Upon request by Customer using the “Contact Us” link provided by Teemyco, Teemyco will endeavor to respond within a reasonable time to provide ordinary customer support in relation to the Software to Customer free of charge within Teemyco's normal business hours.
8.1 As between Teemyco, the Customer and/or any End User(s), all Intellectual Property Rights, including the right to patents, copyright, trademarks, or know how, in the Software and Services and any documents or any other material provided to Customer in association with the performance of this agreement and/or arising or developed/created under and/or in connection with this agreement (i.e. both background and foreground IPR) are and shall remain the property of Teemyco and, except as expressly permitted in the agreement, the Customer and/or End User(s) shall have no right in or to the Software or Services. Save for any Intellectual Property Rights in Customer Data under clause 8.3, any Intellectual Property Rights which come into existence as a result of the performance by Teemyco of the Services will be the property of Teemyco.
8.2 Customer may not use any of Teemyco's trademarks in connection with activities, product(s) or services, without Teemyco's prior written consent.
8.3 Customer shall own the rights to Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. Customer agrees that if it provides any feedback to Teemyco about the Software and Services ("Feedback") Teemyco or its licensors shall retain all ownership and intellectual property rights (including all derivatives or improvements thereof) in and to any such Feedback, and Customer acknowledges that Teemyco may use the Feedback for any purpose, including but not limited to incorporation or implementation of such Feedback into the Software and Services, and to display, market, sublicense and distribute such Feedback as incorporated or embedded in any product or service distributed or offered by Teemyco.
9.1 Subject to the limitations in clause 14, Teemyco shall indemnify Customer from and against any and all damages awarded by any court finding that the Software or Services delivered by Teemyco to Customer infringes any intellectual property rights of any third party who is not an affiliate or a group related entity of Customer.
9.2 Teemyco’s obligations under clause 9.1 are subject to the conditions that (i) Customer provides prompt (but in no event more than 30 days) written notice of such claims, (ii) Customer provides all necessary information and authority requested or required for the defence or settlement of such action or proceeding, and (iii) Teemyco has sole control over the defence and settlement of such claims. Notwithstanding anything to the contrary, Teemyco shall not be responsible for any cost or expense incurred or compromise made without Teemyco’s prior written consent.
9.3 Teemyco’s obligations under clause 9.1 shall not apply to the extent that such damages are related to or caused by: (i) any modification or alteration of the Software or Services by anyone other than Teemyco; (ii) Customer’s use of a non-current copy of the Software; (iii) any specifications, software, hardware or services provided by or on behalf of Customer; (iv) any combination of the Software and/or Services with any hardware, software, services or portion thereof that is not (a) supplied by or on behalf of Teemyco, or (b) specified by Teemyco to be used with the Software; (v) Customer’s use of the Software or Services after notice of the alleged or actual infringement from Teemyco or any appropriate authority; or (vi) Customer’s use of the Software in a manner not specified in the specifications and documentation or otherwise in violation of this agreement.
9.4 If the Software or any portion thereof, becomes, or Teemyco believes that it is likely to become, the subject of an intellectual property claim, Teemyco shall, at its option and expense, have the right to: (i) procure for Customer the right to continue using the Software or the portion so affected; (ii) modify the Software to avoid the intellectual property claim; (iii) substitute functionality substantially equivalent to the Software at the time of such substitution; or (iv) terminate this agreement and provide to Customer a refund of any prepaid portions of the subscription Fees under this agreement without any additional liability.
9.5 Customer acknowledges that it is not entitled to claim damages from Teemyco if Teemyco remedies a possible intellectual property infringement as set out in clause 9.4.
10.1 Subject to clause 10.3, Teemyco warrants that the Services will be provided using reasonable skill and care. Teemyco shall use reasonable endeavors to ensure that the Software will be free from material defects in design or workmanship and Customer may provide Feedback in relation to any issues or suggestions in accordance with clause 8.3.
10.2 Subject to clause 10.1, the Parties acknowledge and agree that all conditions, warranties and stipulations, express or implied, statutory, customary or otherwise of any kind which, but for such exclusion, would or might subsist in favour of the Customer are expressly excluded and Teemyco expressly excludes any and all warranties and conditions to the maximum extent permitted by applicable law.
10.3 Without prejudice to the generality of clause 10.2 Teemyco does not represent or warrant that:
11.1 Teemyco offers several different Plans for our Services. The applicable Plan depends on Customer’s choice. The Plan selected during account registration may be changed by the Customer at any time. Information about our standard Plans may be found on our website. For customised plan options the Customer may contact Teemyco.
11.2 Teemyco provides its Services as a Software-as-a-Service model with recurring payments. You may choose between monthly or yearly payments. The payment for the first month of service will be deducted on the account activation and thereafter either monthly or yearly depending on the Plan chosen, and Teemyco shall either:
You will be provided with an invoice on a monthly or yearly basis. Credit cards are billed automatically on a monthly or yearly basis. In the event of a rejected charge, Teemyco will send an email notification and the Customer is expected to update their credit card details within 24 hours. Failure of Customer to respond within 24 hours may result in the suspension of the Customer’s Teemyco Account.
Teemyco uses Stripe for credit card payments. (Stripe is PCI compliant). We do not store any credit card on our servers.
11.3 All fees quoted on our site are exclusive of VAT or any other taxes that may be applicable in your jurisdiction. For additional information on our subscription plans, please contact us. You may upgrade or downgrade your Plan at any time during your subscription term.
11.4 Teemyco will be entitled to change the Fees at any time by giving one month’s written notice to the Customer.
11.5 The changes in Fees pursuant to clause 11.4, will take effect from expiry of the relevant notice period as specified in clause 11.4 (or, if later, the date specified in the notice).
11.6 If, at any time, whilst using the Software and Services, the Customer exceeds the number of permitted End Users allowed for the Plan that they have selected, Customer will need to upgrade the Plan. If acting in its sole discretion Teemyco permits the usage of the Software and/or Services by guests invited by Customer without charging any additional license Fees, such usage shall be subject to fair use by such guests as determined by Teemyco from time to time. For clarity, Teemyco reserves the right at any time upon giving Customer 30 days written notice that guests of Customer will be designated as End Users for the purpose of calculating additional license Fees.
11.7 Any Fees and/or sums not paid by Customer when due shall entitle Teemyco to default interest in accordance with the Swedish Interest Act (Sw. Räntelagen (1975: 635)) and a reminder fee and/or collection fee in accordance with applicable laws.
11.8 In the event that the Customer fails to pay any Fees and/or sums due to Teemyco on or before its due date for payment, Teemyco may suspend performance of its obligations under the agreement by giving the Customer not less than seven days’ notice. In that connection, Teemyco may:
11.9 If the agreement expires or is terminated for any reason, the Customer will not be entitled to any refund of any Fees or other remuneration paid to Teemyco, whether or not they are paid in advance.
12.1 Teemyco reserves the right at any time in its sole discretion and without any consent from Customer to substitute, change and/or modify the Software and Services, including their specifications and documentation, without any liability towards Customer whatsoever, including limitation to the scope, functionalities, and content of the Software, or part thereof (for example, in order to comply with legal requirements and/or ensuring non-infringement of third party Intellectual Property Rights).
12.2 Teemyco is entitled to suspend or discontinue the provision of the Software and Services (in whole or in part) with immediate effect, without any liability towards Customer whatsoever, in the following circumstances:
12.3 Teemyco may provide information about the Customer’s and End Users’ use of the Software and Services and access to Customer Data in response to requests from relevant government or regulatory authorities.
12.4 Customer may not use the Software and Services in any way, which is illegal, harmful, or may be considered offensive by Teemyco, other users or third parties or in a manner or for a purpose which may otherwise bring Teemyco into disrepute. Customer agrees not to use the Software and Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and Customer acknowledges and agrees that Teemyco is not in any way responsible for any such use by Customer and its End Users, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that Customer and its End Users may receive as a result of using the Software and Services. Notwithstanding any other remedies available to Teemyco, Customer agrees that Teemyco may suspend or terminate Customer’s use of the Software and Services without notice if Customer and/or its End Users use the Software and Services in any prohibited manner, and that such use will be deemed a material breach of the agreement.
13.1 Teemyco may monitor Customer’s (including End Users) usage of the Software and Services in order to verify that Customer's use of the Software and Services is compliant with the terms and conditions of the agreement and to ensure that Customer is sufficiently licensed.
13.2 Teemyco may upon reasonable notice (which shall not be less than two (2) business days), subject to Customer's reasonable security procedures and during reasonable business hours, conduct an audit in order to verify that the terms and conditions specified in the agreement are complied with and that Customer is sufficiently licensed.
13.3 If monitoring or an audit reveals that Customer is not sufficiently licensed or has underpaid any Fees, then without prejudice to Teemyco’s other rights and remedies, the Fees payable by the Customer for such additional licenses and payments shall be calculated in accordance with Teemyco's then current standard price list and the Customer shall pay to Teemyco an amount equal to the underpayment within 30 days of the date of the relevant audit. If monitoring or an audit reveals that Customer is not sufficiently licensed or has underpaid any Fees, Customer shall pay Teemyco's reasonable costs incurred in respect of such monitoring or audit.
14.1 Subject to the warranty in clause 10.1, the Customer hereby agrees and acknowledges that the Software is provided "as is" without warranty of any kind. For the avoidance of doubt, Teemyco does not warrant that: (a) operation of the Software and supply of Services shall be uninterrupted or error free; or (b) functions and features contained in the Software will be able to operate in combination with other software and systems used by Customer or meet Customer's requirements.
14.2 Customer accepts that any information provided by Teemyco is general information only and is not to be deemed as advice. Teemyco will use reasonable business efforts to ensure that any information provided by Teemyco is accurate provided that Teemyco does not accept responsibility for any loss suffered as a result of Customer's use of or reliance on the information provided by Teemyco, other than expressly set out in the agreement.
14.3 To the maximum extent permitted by law, Teemyco shall not be liable whether in agreement, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any incidental, special, punitive, exemplary, indirect or consequential damages, costs, damages, charges or expenses, loss of profits, loss of savings, loss of business, cost of procurement of substitute Software or product(s); loss of use, loss of revenue, depletion of goodwill, loss of business opportunities or any loss or corruption of data or information or business interruption however arising under this agreement, even if advised of the possibility of such damage.
14.4 The total aggregate liability of Teemyco, in agreement, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, however arising in connection with the performance or contemplated performance of the agreement shall be limited to an amount equal to the total subscription Fees paid under the agreement by the Customer to Teemyco during the twelve (12) months immediately preceding the date on which the claim arose. For clarity, this limitation of liability is cumulative and not per incident and the existence of two or more claims will not enlarge this limit.
14.5 Teemyco shall not be liable for any claim under this agreement unless the Customer notifies Teemyco in writing no later than ninety (90) days after the Customer discovered or ought reasonably to have discovered the actual damage or loss, but in any event never later than six (6) months from the time the damage occurred.
14.6 Nothing in the agreement shall exclude Teemyco’s liability:
a. for death or personal injury caused by the negligence of Teemyco; and
b. for fraud or fraudulent misrepresentation,
provided always that nothing in this clause 14 confers any right or remedy upon the Customer to which it would not otherwise be entitled.
14.7 Without prejudice to clause 10.2, Teemyco is not responsible for any errors or problems of any nature arising from the use of the Software for purposes for which it was not designed.
14.8 Subject to clauses 14.6 and 17.2, Teemyco will not be liable to the Customer for any damage to, loss of or costs in respect of time spent by Customer's employees or consultants in connection with the Software and Services (in each case, whether direct or indirect or suffered by End Users).
14.9 Nothing in clause 14 shall be construed to limit Teemyco’s liability under mandatory law, including: (i) for gross negligence or wilful misconduct, or (ii) applicable product liability law. Any product liability of any kind is to the fullest extent permitted by applicable law, excluded from this agreement.
14.10 This clause 14 will continue in force after termination of the agreement for whatever reason.
15.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
15.2 Subject to 15.4, each Party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
15.3 Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
15.4 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this 15.4, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.
15.5 The Customer acknowledges that details of the Software and Services, and the results of any performance tests of the Software and Services, constitute Teemyco’s Confidential Information.
15.6 Teemyco acknowledges that the Customer Data is the Confidential Information of the Customer.
15.8 The above provisions of this 15 shall survive termination of this agreement, however arising.
16.1 No Party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other Parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
17.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
17.2 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Teemyco to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by (i) Teemyco to the extent that such Customer Data is held by Teemyco through the provision of Services; and/or (ii) the Customer in all other circumstances. Teemyco shall not be required to restore more than one previous full iteration of the Software and/or data containing the relevant lost or damaged Customer Data and shall not be required to restore one or more individual lost or damaged files.
17.3 Teemyco shall however not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-agreemented by Teemyco to perform services related to Customer Data maintenance and back-up).
17.4 Teemyco is entitled to delete or cease processing and separate any Customer Data:
18.1 The Parties acknowledge that Teemyco may have access to personal data which the Customer has introduced into the Software. Teemyco's data processing activities are regulated in the separate Data Processing Agreement.
19.1 Teemyco may at any time engage and use sub-agreementors or sub-processors, without Customer's prior consent, to provide the Software and Services according to the agreement. Teemyco's use of sub-processors are regulated in the Data Processing Agreement.
19.2 Teemyco is responsible for its sub-agreementors/sub-processors’ compliance with Teemyco's obligations under the agreement.
20.1 The agreement shall enter into force on the Subscription Effective Date and shall continue to be in force in the Initial Subscription Term and thereafter in successive automatically renewed Subscription Periods until terminated in accordance with the provisions of the agreement, in which case the agreement will expire no later than on the agreed date of expiry (the "Term").
20.2 The agreement may not be terminated by either Party for convenience in the Initial Subscription Term.
20.3 At any time during the Subscription Period, either Party may terminate the agreement for convenience with a written notice of: (i) in the case of Subscription Periods that are monthly at least ten (10) days prior to the expiry of the then current Subscription Period; (ii) in the case of Subscription Periods that are yearly at least one (1) month prior to the expiry of the then-current Subscription Period, and with effect from the expiry of the relevant Subscription Period.
21.1 The Customer may terminate the agreement with immediate effect if Teemyco is in material breach of the agreement and (in the case of a breach capable of being remedied) this has not been remedied within 30 days of a written request to remedy the breach.
21.2 Teemyco may terminate the agreement with immediate effect if:
21.3 Teemyco will make the Customer Data electronically available in a standard format to be exported by the Customer for a period of 14 days after expiry or termination of the agreement. If any additional assistance is needed, this will be invoiced according to the time and material used by Teemyco. Teemyco may permanently delete any Customer Data that remains in its possession for more than 120 days following expiry or termination of the agreement.
21.4 Any termination of the agreement under this clause 21 is without prejudice to any other rights or remedies a Party may be entitled to under the agreement or applicable law. It does not affect any accrued rights or liabties of neither Party nor any provision which is expressly or by implication intended to come into force on, or continue in force after termination.
21.5 Any other provisions which expressly or impliedly continue to have effect after expiry or termination of the agreement shall survive expiry or earlier termination of the agreement.
22.1 If either Party is affected by a Force Majeure under the agreement, it shall promptly notify the other Party in writing of the matters constituting the Force Majeure Event and shall keep that Party fully informed of their continuance and of any relevant change of circumstances whilst such Force Majeure Event continues.
22.2 The Party affected by a Force Majeure Event shall take all reasonable steps to minimise the effects of the Force Majeure Event.
22.3 Either Party shall have the right to terminate the agreement forthwith for convenience with thirty (30) days' prior written notice, if the Force Majeure Event exists for a consecutive period of sixty (60) days.
22.4 Neither Party shall be in breach of this agreement, or otherwise liable to the other Party, by reason of any delay in performance, or non-performance of any of its obligations which is caused by a Force Majeure Event.
23.1 Notices: Any notices shall, unless otherwise expressly stated, be in writing and shall be given by sending the same by e-mail or registered post to the other Party’s address as may be designated in writing from time to time. Any notice sent by registered post shall be deemed to have been delivered five Working Days after its posting if sent domestically and 10 Working Days after its posting if sent internationally. Any notice given by email shall be deemed to have been delivered on the next Working Day following transmission.
23.2 Order of precedence: In the event of any conflict or inconsistency between the terms and conditions of this agreement, the following order of precedence apply:
23.3 Notwithstanding the above-mentioned order of precedence, the Data Processing Agreement will take precedence in relation to the processing of personal data, however not in relation to the liability section of the Terms and Conditions.
23.4 This means that the Terms and Conditions has the highest rank in case of conflict and/or inconsistency between terms and conditions in the Order Form and the terms and conditions set out in the Terms and Conditions.
23.5 Assignment: The Customer may not assign, novate, transfer or subagreement any rights or obligations under the agreement without Teemyco’s prior written consent. Teemyco shall have the right to assign, novate, transfer or subagreement all or any of its rights and obligations under the agreement to any third party upon written notice to the Customer including without limitation appointing agents to invoice and receive payment from the Customer under the agreement.
23.6 Sale of shares and transfer of assets: Teemyco is at any time entitled (without consent from Customer) to divest its business (transfer of assets) in whole or in part and to enter into any investment agreements or share sale and purchase agreements etc. with any third parties.
23.7 No waiver: Failure by either Party to exercise or enforce any right conferred (which, for the avoidance of doubt, includes without limitation Teemyco’s right to charge any costs and/or expenses at any time) shall not be deemed to be a waiver of any such right nor operate so as to prevent exercise or enforcement thereof or of any other right on any later occasion.
23.8 Changes/amendments: The agreement may only be varied or amended in writing and any such variation or amendment must be signed by a duly authorised representative of each of the Parties.
23.9 Entire agreement: The agreement constitutes the entire agreement between the Parties and supersedes any prior agreement or arrangement in respect of its subject matter. Neither Party has entered into the agreement in reliance upon, and it will have no rights in respect of, any misrepresentation, representation or statement (whether made by the other Party or any other person and whether made to the first Party or any other person) which is not expressly set out in the agreement. Nothing in this clause 23.9 will be interpreted or construed as limiting or excluding the liability of any Party for fraud or fraudulent misrepresentation.
23.10 Severability: In the event that any provision of the agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either of the Parties from any relevant competent authority, then (i) such provision shall be severed from the agreement and the remaining provisions shall remain in full force and effect, and (ii) the Parties shall discuss in good faith with a view to substituting any void and/or unenforceable provision with a valid and enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the void and/or unenforceable provision.
24.1 Governing law
24.1.1 The validity, interpretation, and performance of this agreement shall be governed by and construed under the laws of Sweden excluding its conflict of laws provisions. The United Nations’ Convention on the International Sale of Goods shall not apply.
24.2 Arbitration
24.2.1 Should a dispute arise between the Parties in relation to the agreement, the Parties shall first seek to resolve such dispute through negotiations.
24.2.2 If such negotiations do not succeed within ten (10) Working Days, or a different period agreed by the Parties, subject always to clause 24.2.3, any dispute arising out of or in connection with the agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”). The Rules for Expedited Arbitrations shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. The SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language of the arbitration shall be English and Swedish law shall apply to the dispute.
24.2.3 Teemyco shall have the right at its own discretion to bring any dispute or claim for non-payment of any sums under the agreement before the Swedish courts.
If you have any questions concerning our Services or the Terms, please contact Teemyco at contact@teemyco.com
Thank you for reading our Terms. We are happy to collaborate with you and hope you enjoy Teemyco! The effective date of these Terms and Conditions is 19/04/2021.
1.1 The definitions and rules of interpretation in this Schedule apply in the Terms and Conditions.
1.2 Expressions such as "including" and similar expressions mean "including, but not limited to". Words in the singular include the plural and vice versa.
1.3 The headings of the agreement are for guidance only and have no separate legal effect on the understanding or interpretation of the provisions of the agreement.