Terms of Service
Your rights and obligations as a SHOPLAB customer.
1. General information
1.1 These Terms of Service ("Terms"), together with a Merchant Agreement (as defined below) set out your rights and obligations as a customer to all services ("Service", including technical description, specifications and information made available by us to you) provided by SHOPLAB Sweden AB ("SHOPLAB","us", "our" or "we"), Reg. No.: 559096-4564, a company incorporated under the laws of Sweden, having its registered office at Ladugårdsgatan 9, 72466 Västerås, Sweden. "You" or "Customer" means the legal entity, as indicated in the Merchant Agreement, which enters into the agreement with us with regard to the Service. The natural person/s representing Customer, hereby represent/s and warrant/s that: (i) they are authorized to bind Customer; and (ii) they agree to the Terms and the agreement on behalf of Customer. Subject to our acceptance/confirmation of a Merchant Agreement, our mutual agreement will become effective, unless otherwise indicated in the Merchant Agreement, on the date when both parties have signed (which may be done electronically) the Merchant Agreement, or, at the latest, when you begin to use or have access to the Service. "Merchant Agreement" means a written Agreement for the subscription of the Service by Customer and accepted by us.
Please note that certain technical, commercial, and other requirements and prerequisites (e.g. with respect to third party products or services, including consultancy services for the setup in the Customer's individual environment) may apply in order for the Service to be fully utilized. Information on how we collect and process personal data is set out in our Privacy Policy, which forms part of the Terms.
2. Delivery and use
2.1 The Service will be deemed delivered by us when we have provided you log-in details to the Account (as defined below). You are advised that you may need third-party consultancy services for setup and adaptation to your individual environment. You acknowledge and agree that you will be solely responsible for the engagement of such third-party service providers (and that we shall in no event be liable for their performance). The Service will be used by individuals which you permit to use/administer the Service ("Users") via an account ("Account"). You are responsible for Users and their acts and omissions (including compliance with the Terms). You must ensure that all Users keep usernames and passwords for the Service strictly confidential and that such information is not disclosed to unauthorized persons. You are responsible for the Account and any passwords and must notify us immediately upon any suspected or detected unauthorized use.
2.2 You are granted a right to use the Service solely for your internal business purposes during the Term, as set out below. The right to use the Service also covers your wholly owned subsidiaries, as may be agreed between us, for as long as any subsidiaries remain wholly owned by you or under the same control. You are responsible for subsidiaries and must ensure that they (and any User) comply with the agreement. You must also ensure that subsidiaries cease to use the Service in the event that they cease to be owned by you or cease to be under the same control. Services may be used by your (and, where applicable, your subsidiaries) employees and officers. Services may however not be used by consultants, agents, subcontractors, or any third parties without our prior written approval.
2.3 You may access and use the Service only for the intended and permitted purpose of use and within the agreed and applicable scope of use in accordance with our agreement. The rights granted to you are non-exclusive, non-transferable, and non-sublicensable. Except as otherwise expressly permitted in writing, you agree not to: (a) reproduce, modify, adapt or create derivative works of the Service; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Service to a third party; (c) use the Service for the benefit of any third party or incorporate the Service or part thereof into products or services for the benefit of a third party; (d) interfere with or hamper mechanisms in the Service intended to limit use or related to security; (e) reverse engineer, disassemble, decompile or otherwise seek to obtain or derive the source code, algorithms, file formats, etc. to the Service or any part thereof (except to the extent expressly permitted by applicable mandatory law); (f) remove, alter or obscure any proprietary or other notices contained in the Service; (g) use the Service other than in compliance with our agreement or for any purpose other than the intended or (h) permit a third party to do any of the foregoing.
2.4 Support for the Service is provided through the Service Level Agreement set out in the Merchant Agreement ("Service Level Agreement").
3. Customer Content
3.1 "Customer Content" means any information, data, video, audio, or other content and materials that you (including subsidiaries and Users) submit, upload, transmit, store or otherwise make available in or to the Service. You will retain all rights, title and interest in and to Customer Content. You hereby grant us a worldwide, non-exclusive, limited license to access, use, process, copy, distribute, perform, export and display Customer Content (including the right to make modifications and derivative works) solely to the extent necessary to provide the Service to you. We are also granted the right to also access your Account and use of the Service in order to provide the Service. For the avoidance of doubt, analytics data, i.e. data relating to the use of the Service, and server log files do not constitute Customer Content and may be freely utilized by us without any restrictions (provided that your identity is not revealed and subject always to our compliance with applicable privacy laws).
3.2 Your use of the Service must comply at all times with the Terms and the agreement, including our Acceptable Use Policy ("AUP") and with all applicable laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to Customer Content and to grant us the rights as set out in the Terms; (ii) Customer Content and its use will not violate (a) the AUP; (b) any third-party intellectual property or other rights (including but not limited to rights to pertaining to personal data processing and that you have legal grounds for such processing); (c) any third-party policies or terms. Other than expressly undertaken by us, we assume no responsibility or liability for Customer Content and you are solely responsible for Customer Content and the consequences of submitting and using it in or in relation to the Service. You will indemnify and hold harmless us from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) resulting from any claim arising from or relating to (i) Customer Content; or (ii) your breach of this clause and/or the Terms.
4. Price and payment
4.1 Unless otherwise agreed, the Service is made available and purchased on a subscription basis and fees for the Service are payable monthly in arrears. All paid amounts are non-refundable, non-cancelable and non-creditable unless otherwise indicated. Fees and charges for the Service are indicated in SEK (Swedish kronor) and exclude value added tax.
4.2 We reserve the right to charge a penalty interest on late payments, at the rate of two (2) per cent on the outstanding balance per month. In case of late payment or non-payment, we are entitled to terminate the agreement in accordance with clause 12 below, or, at our sole discretion, suspend the Service or any part thereof, and/or to limit your access until full payment of all outstanding amounts has been made.
4.3 We reserve the right, upon notice to you, to adjust the fees at any time during the Term, in the event of increased costs and/or changed circumstances (e.g. due to changes in laws, regulations and/or governmental acts or decrees, changes in taxation, increased costs for third party products and/or services, changed supplier terms, etc.), as reasonably determined by us, relating to the Service. If you do not accept the adjustment, your exclusive remedy is to terminate the agreement in accordance with clause 11.1, below.
5. Third-party products and services
5.1 You may from time to time use or procure certain third-party products or services (including consultancy services for the setup of the Service in your individual environment) in connection with the Service. Your use of any third-party products or services is subject to separate agreements between you and such third-party providers. For the avoidance of doubt, we are not responsible for any such third-party providers or their products or services or for the security of any third-party provider or its products or services. Furthermore, third-party products and/or services may also be included in or connected to the Service from time to time. We disclaim all liability and responsibility for any third-party products or services or for third-party providers or vendors.
6. Availability and security
6.1 We have put in place and will continue to uphold various security measures and processes, both technical and organizational, aimed at safeguarding the Service and Customer Content against unauthorized access, loss, or exposure. Our goal is to keep the Service consistently available, secure, and reliable. However, due to its inherent characteristics, we can't promise perfect availability, security, or error-free operation except as explicitly stated in our Service Level Agreement—and even then, within the constraints of that agreement. Additionally, we can't ensure that Customer Content will always be accessible or unaffected by potential threats. The responsibility for regularly creating secure backups of any Customer Content rests entirely with you.
6.2 Collection and processing of personal data about you and Users in connection with our provision of the Service will be made in accordance with our Privacy Policy. With respect to our processing of personal data (as defined under applicable law, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; "GDPR"), in the Customer Content, our Data Processing Agreement will apply.
7. Intellectual property rights
7.1 No other right than a limited right to access and use the Service in accordance with the Merchant Agreement and the Terms is granted to you. SHOPLAB and its licensors own and will retain all right, title and interest, including all intellectual property rights (be it registered or non-registered), in and to the Service and its underlying technology, documentation and all and any improvements or development to it. All materials, including software, help topics, reports, data sheets, videos, images, and frequently asked questions (collectively; "Materials") made available as part of the Service are the copyrighted and/or proprietary work of us and/or its licensors. We reserve all rights to the Materials and you are not granted any right to the Materials other than a limited right to access and use the Materials during the Term solely to utilize the Service in accordance with our agreement.
8. Confidentiality
8.1 The parties agree that one party ("Receiving Party") may have access to information that is confidential to the other party (and/or any of its affiliates) ("Disclosing Party") (such information is hereinafter referred to as "Confidential Information"). "Confidential Information" means any and all confidential or proprietary information relating to the business or organization of the Disclosing Party, whether or not stored on any medium, including, but not limited to, computer programs, code, algorithms, names and expertise of employees and consultants, information relating to suppliers, purchasers and contracts, know-how, trade secrets, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information which is either identified as confidential or considered by a reasonable person, given the nature of information and circumstances, confidential.
9. Warranty disclaimer
9.1 EXCEPT AS EXPRESSLY AGREED, THE SERVICE IS PROVIDED "AS IS" AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR, SPECIAL OR GENERAL PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. EXCEPT AS EXPRESSLY AGREED, WE DO NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT WE WILL BE ABLE TO PRESERVE, PROTECT OR MAINTAIN CUSTOMER CONTENT.
10. Limitation of liability
10.1 NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO OUR AGREEMENT FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH LOSSES IN ADVANCE. EACH PARTY'S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED AN AGGREGATE AMOUNT CORRESPONDING TO FIFTY (50) PERCENT OF THE AMOUNT ACTUALLY PAID BY YOU TO US UNDER THE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE OCCURRENCE OF THE CIRCUMSTANCE FORMING BASIS FOR THE CLAIM.
11. Changes
11.1 We may modify the Terms and the Merchant Agreement (including terms and documents referenced herein) upon notice to you. You must accept the modifications in order to continue to use the Service. If you do not accept the modifications, your exclusive remedy is to terminate the agreement.
12. Term and termination
12.1 Unless otherwise agreed, the agreement is effective as of the effective date and will be in force for an agreed subscription period for the Service, as set out in the Merchant Agreement ("Contract Term"). Unless terminated by us no later than three (3) months prior to the expiry of the Contract Term, the agreement will be renewed with one or more new subscription periods ("Renewal Term/s") until terminated by us no later than three (3) months prior to the expiry of any current Renewal Term.
12.2 Notwithstanding the foregoing, the Customer is always entitled, at any time during the Term, to terminate the agreement by giving us not less than thirty (30) days written notice.
12.3 Either party may prematurely terminate the agreement if the other party (a) fails to cure any material breach within thirty (30) days after written notice; (b) ceases its operations; or (c) is declared bankrupt, in receivership or comparable proceedings or if any such proceedings are instituted against or with respect to that party.
13. Miscellaneous
13.1 Notices. Notices shall be given in writing (e-mail, post or by hand/courier) to the addresses set out in the Merchant Agreement or otherwise notified in writing.
13.2 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under the agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disease (be it of a pandemic nature or not), government act, failure or diminishment of power or telecommunications or data networks or services.
13.3 Assignment and subcontractors. You may not assign or transfer the agreement or the Terms without our prior written consent. We may assign our rights and obligations under the Terms (in whole or in part) without your consent, e.g. to an affiliate or in case of a merger or sale of business.
14. Governing law and dispute resolution
14.1 Our agreement, including these Terms, is governed by the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with the agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (the "SCC"). The seat of arbitration shall be Stockholm, Sweden and the language to be used in the proceedings shall be English.
15. Contact information
If you have any questions regarding these Terms you can contact us through the details below:
Email: legal@shoplab.se
Telephone: +46 10-200 77 62