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General Terms & Conditions

2018-05-14

General terms & conditions | These general terms and conditions apply whenever Altitude 365 AB (”Altiude 365”) provides, supplies, implements or performs its Services, or offer its products (”the Services”).

By engaging Altitude 365, using its products or services, you, the Client, agree to and accept to abide by these terms and conditions.

In addition to these general terms and conditions, the applicable service specific agreement shall apply and together with these terms and condition form the Agreement. These service specific agreements consist of:

– Managed service agreement
– Collaboration agreement
– Project agreement
– Appearance agreement
– CSP Agreement

Altitude 365 and the Client are the Parties to the Agreement.

Changes to the Agreement or the Services

Altitude 365 may modify these general terms and conditions from time to time. The most recent version of the general terms and conditions is available on Altitude 365’s website, www.altitude365.com/terms.

Changes or additions to the Agreement are binding only in writing, duly signed by authorized representatives of both parties. If any party believes there is a need to change the scope of the Service, that party shall promptly notify the other party thereof by written notice.

Limitation of liability

The Client is solely responsible for securing and backing up its data, and Altitude 365 shall not be responsible or liable for the deletion of, or failure to store, any of the Client’s data. Altitude 365 does not warrant that the operation of the Services will be error-free or uninterrupted. Altitude 365 shall not be liable for indirect or consequential damages. Such damages includes, but are not limited to, damages such as lost profits, lost revenues, lost data, costs of recreating lost data, cost of procuring or transitioning to substitute services.

Altitude 365’s cumulative liability for all claims of damages arising out of or related to the Agreement, including contractual penalties, is in all instances limited to fifteen (15) per cent of the contract amount, unless there is gross negligence or wilful misconduct on Altitude 365’s part.

Altitude 365 is only liable for property damages caused by negligence on behalf of Altitude 365 or its employees. Altitude 365’s liability for such damages are limited to compensation for direct losses and shall not exceed an amount of twenty five (25) times the Price Basic Amount (prisbasbelopp) in the Swedish Social Insurance Code, as stipulated at the time of the event giving rise to such claim of damages.

Altitude 365 shall not be liable for any damages or losses that may occur due to the Client’s implementation of a script/code provided or delivered by Altitude 365.

Provision of the Services

Unless otherwise agreed between the parties, the following terms and conditions apply to Altitude 365’s implementation or performance of the Services.

Consultation
The parties shall together lead and plan the implementation and performance of the Services in sufficient detail.

Altitude 365
Altitude 365 shall implement and perform the Services with personnel that Altitude 365 finds suitably qualified and competent for the Services. Altitude 365 may engage a subcontractor to implement or perform the Services under the Agreement. Altitude 365 is liable for a contractor’s work as if it had been performed by Altitude 365 itself. Unless otherwise agreed between the parties, the Services will be provided on weekdays between 08.00 and 17.00.

Managed Services
For Services with an agreed SLA (Service Level Agreement) Altitude 365 shall have sufficient resources, such as qualified and competent personnel, available in order to meet agreed SLAs. For Services without an agreed SLA, Altitude 365 shall have resources such as qualified and competent personnel available to an extent that can be expected given the scope of the Services.

The Client
The Client shall be responsible and warrant the internal mandate for the Services and its implementation or performance, and for communicating the content and limitation of the Services within the Client’s organisation.

The Client shall give Altitude 365 access to the facilities, information and material needed for the implementation or performance of the Services, and otherwise undertake agreed measures. When Altitude 365 performs or carries out work at the Client’s location, the Client shall at its own expense provide Altitude 365 with the necessary workspace, sufficiently adapted for the task.

Backup
The Client shall in all instances be responsible for the necessary backup of the Client’s data. It is the responsibility of the Client to conduct necessary data backup before Altitude 365 commences its work or the implementation or performance of the Services.

Authorised Contact
Altitude 365 and the Client shall each appoint an Authorised Contact person. The Authorised Contact shall be a representative authorised by the Client to make binding decisions on behalf of the Client, within the scope of the Services. If the Authorised Contact needs to consult other persons within its organisation, any such consultations must be conducted within two (2) days from the event giving rise to the need for consultation. This does not give the Authorised Contact person’s the right to changethe scope of the Services.

The Client shall further appoint one or more contact persons by name, or alternatively, a department or unit of the Client’s business, that shall have the competence necessary in order to facilitate Altitude 365’s implementation or performance of the Services, by whenever needed giving Altitude 365 additional information, performing tests etc.

Collaboration agreement (title needs to correspond to the name of specific contract)

Only the Authorised Contact appointed by the Client shall have the right to place further orders with Altitude 365.

Remuneration and invoicing

Remuneration
Unless otherwise agreed between the parties, the Client agrees to pay the agreed fees for the Services, as well as charges directly related to the Services. Reimbursements and other costs associated with the Services may also be charged. Altitude 365 shall have the right to one time per year change the hourly fee, in order for the fee to correspond with Altitude 365’s generally applied standards. Any change of the hourly fee shall not exceed the SNI 92, 29-35 index as supplied by Statistic Sweden (Statistiska Centralbyrån – Arbetskraftskostnader inklusive arbetskratsskatter). Altitude 365 is registered for corporation taxation (possesses an F-tax card).

Invoicing
Unless otherwise agreed between the parties, Altitude 365 will issue monthly invoices in arrears. Reimbursements and other costs will be billed when they occur. The payment terms and conditions for Altitude 365’s invoices are 30 days. Altitude 365 charges penalty interest on arrears pursuant to the Swedish Interest Act in the event of late payment. Altitude 365 is also entitled to reimbursements
for written claims and collection costs.

If an outstanding invoice has not been settle in thirty (30) days or more after Altitude 365 has notified the Client of the outstanding payment, Altitude 365 is entitled to terminate the Agreement. Altitude365 shall not be liable for the loss of data or any damages, direct or consequential, which may arise of the termination of the Agreement due to the Client’s outstanding payment. The Client shall not be entitled to withhold outstanding payments pending the remedy of claimed defects or deficiencies in the Service.

Ownership and use rights

The Client is given a non-exclusive use right, which is not limited in time, for the Client’s own use of any material, data or results derived from the implementation or performance of the Service (“the Results”). The Client shall have the right, for the Client’s own use, to modify and duplicate the Results.

Security and confidentiality

Security
Altitude 365 will make the necessary arrangements needed in order to oblige to the Client’s written security rules or provisions.

Confidentiality
The Parties undertake to keep confidential and not to disclose to any third party, without the other party’s approval thereof, any information or data disclosed between the Parties in connection with the Agreement or attributable thereto (the “Confidential Information”), unless and only to the extent necessary for the implementation or performance of the Service. It is the responsibility of the Client to ensure that employees and others who come in contact with the Confidential Information undertake the same confidentiality obligation as the Client.

The obligation does not include Confidential Information that a party can demonstrate have become a matter of common knowledge without the obligation to observe confidentiality having been infringed, or have been elaborated by the Party independently. The Parties undertake to observe the obligation of confidentiality even after the termination of the Agreement.

Force majeure

Each party is exempt from liability for the failure of fulfilling obligations under the Agreement, if the failure is the result of certain circumstances explained below and if the circumstances prevent or significantly obstructs the duly fulfilment of the obligation.

Circumstances which may exempt a party from liability includes government actions or failure to act, new or modified legislation, currency restrictions, staff shortages, sickness or impairment of the working ability, deaths, labour disputes, fires, flooding, mobilisation or unforeseen military action, loss or corruption of data to a greater extent or loss or destruction of significant importance or other major accidents.

If a circumstance which may exempt a party from liability lasts more than three (3) months, any party has the right to terminate the Agreement. In cases of new or modified legislation, any party has the right to immediately terminate the Agreement. It is the obligation of any part relying on a circumstance as explained above to notify the other party thereof in writing, without delay.

Notices

All notices and requests required or permitted under this Agreement shall be in writing. Any notice or request provided for by this Agreement shall be given either by personal delivery; facsmile transmission; certified mail, return receipt requested; or recognized overnight express courier service. Notice or request shall be deemed to be effective.

Term and termination

Unless otherwise agreed between the parties, the Agreement will remain in effect until one year after the signature date. If not terminated three (3) months before anniversary day by either parties Agreement will reinstate automatically for another one year period. Each Party has the right to terminate the Agreement with immediate effect in case of the other party’s default or insolvency, or if the other party has declared bankruptcy or entered into liquidation or other similar proceedings.

Assignment

The Agreement may not be assigned or transferred without the other party’s approval. Altitude 365 reserves the right to assign or transfer the right to accept payment under the Agreement without the Client’s approval.

Governing law

This Agreement shall be governed by and construed in accordance with the laws of Sweden, without giving effect to any choice of law or conflict of law provisions. The parties consent to the exclusive jurisdiction and venue in Swedish courts for all disputes connected to the Agreement.