Precisely Terms of Service

These Terms of Services (the ”Terms”) are entered into between Precisely AB, reg. no. 556963-5286, Nellickevägen 26, 412 63 Gothenburg, Sweden (“Precisely”) and the entity purchasing the Services (as defined below) from Precisely (“Customer”).

Please read these Terms carefully. In case of any questions related to these Terms, please contact legal@precisely.se, and if you do not agree with these Terms, please do not use the Services.

Precisely and Customer are hereinafter collectively referred to as the “Parties” and separately as a “Party”.

1. Definitions

1.1 Capitalised terms used in these Terms shall have the meaning ascribed to them below:

“Account” means a personal password-protected account used to identify the Customer’s specific Users.

“Confidential Information” has the meaning set forth in section 10.1 below.

“Consultancy Services” means any implementation services, training, or other services ordered by the Customer from time to time under these Terms.

“Customer’s Content” means all documents and all other information uploaded by a User to the Precisely Platform.

“Fee” has the meaning set forth in section 9.1 below.

“Intellectual Property Rights” means any and all inventions, patents, copyrights, related rights, database rights, trademarks and trade names, moral rights, know-how and trade secrets (and any licenses in connection with any of them) throughout the world, whether or not registered or capable of registration.

“Material Change” means major changes to the Services that materially and negatively affect the main functionality of the Services.

“Precisely Platform” means the contract automation platform provided by Precisely at https://app.precisely.se/

“Proposal” has the meaning set forth in section 9.1 below.

“Services” means Precisely’s provision of the Precisely Platform, the features provided therein, as well as any other features, functions or services provided by Precisely to the Customer, including Consultancy Services.

“Service Term” has the meaning set out in section 9.2 below.

“Third-Party Claim” has the meaning set forth in section 12.1 below.

“Trial Period” has the meaning set forth in section 3.1 below.

“User” means the Customer’s users of the Service, that are provided access to the Services.

2. Agreement Documents

2.1 The following appendices are hereby incorporated by reference into these Terms:

• Appendix 1 – Data Processing Agreement.

2.2 Appendix 1 is available on Precisely’s website accessible via the following link https://preciselycontracts.com/dpa. Precisely’s right to make amendments to the Terms, including the appendices, and the Customer’s right to object to such amendments is described in section 17.2 below. Any adjustments, additions or similar to these Terms requested by the Customer must be agreed in writing and duly signed by both Parties’ authorised representatives in order to be valid.

2.3 In the event of any discrepancy between these Terms and the appendices, these Terms shall prevail, except that (i) in relation to the processing of personal data, Appendix 1 (Data Processing Agreement) shall prevail and (ii) any agreed adjustments, additions or similar requested by the Customer that meet the requirements in section 2.2 shall prevail.

3. Free Trial Period

3.1 Precisely may offer the Customer a limited, free trial or evaluation period up to fourteen (14) days (“Trial Period“). During such limited Trial Period, Precisely offers the Customer to use the Precisely Platform, or part thereof, at no cost, as instructed by Precisely. The purpose of the Trial Period is to allow the Customer to evaluate its use of the Precisely Platform.

3.2 The Customer may choose to convert its Trial Period to a paid subscription. In such case, Precisely will charge the Customer for the Services in accordance with section 9 (Payment) below. If the Trial Period is not converted to a paid subscription, the Customer’s access to and right to use the Precisely Platform ceases in connection with the expiry of the Trial Period.

3.3 During the Trial Period, and notwithstanding anything to the contrary in these Terms, the Customer acknowledges and agrees that:

• the Trial Period is provided solely for evaluation purposes and may not include all functions, features and services available for paying customers;
• Precisely may, at its sole discretion, terminate the Trial Period at any time, without prior notice to the Customer;
• the Services are provided on an “as-is” basis, without any warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or availability;
• Precisely shall not be held liable for any damages at all, whether direct nor indirect, losses, nor claims arising from or related to the Customer’s use of the Services, including but not limited to loss of data, service interruptions, or third-party claims. If the Customer is not content with the Services, it may, as its sole remedy, terminate the Trial Period; and
• The Services are provided without any support and service level commitment.

4. Registration and Accounts

4.1 The person accepting these Terms on behalf of the Customer warrants that it has the legal authority to bind the Customer to these Terms.

4.2 Upon registration of an Account, the User shall provide current, true and complete information as requested in the registration form. The Customer is responsible for keeping such information correct, updated and complete. Each Account is personal. The Customer must, therefore,  ensure that only one physical person may use each individual Account.

4.3 The Customer is responsible for all access and use of the Services through its Accounts and is at all times liable for all actions and activities conducted through the Accounts and by the Users.

4.4 The Customer warrants to treat the Users’ personal passwords as sensitive and confidential information. All Users shall use personal passwords with sufficient password strength and to change the personal passwords at regular intervals to prevent unauthorized access.

4.5 Precisely reserves the right to suspend or terminate any Accounts and/or these Terms in case of activities which constitute or may constitute a violation of these Terms, any applicable laws, rules or regulations, otherwise is inappropriate, or if there is a risk that such activities may harm Precisely, its other customers or third parties.

5. Customer’s Content

5.1 The Precisely Platform includes functions for uploading, posting, linking and communicating and otherwise making the Customer’s Content available to others. The Customer is at all times responsible for all distribution or other actions performed by the Users relating to the Customer’s Content.

5.2 Precisely will not supervise whether any of the Customer’s Content is lawfully uploaded or distributed through the Precisely Platform. By uploading the Customer’s Content to the Precisely Platform, the Customer warrants that the Customer and/or the Users are either the owner of the Customer’s Content or holds a valid license to the Customer’s Content from the appropriate rights holder. The Customer also warrants that the Customer’s Content and the use of the Customer’s Content does not in any way violate any applicable laws, rules or regulations.

5.3 By posting the Customer’s Content to the Precisely Platform, the Customer is aware that, depending on the settings of the Users’ Account(s) and as a function of sharing contracts and documents with third parties, the Customer’s Content might be shared with others.

5.4 Precisely will ensure that backups of the Customer’s Content are performed regularly and retained for a reasonable period, in accordance with its internal data retention policies.

5.5 The Customer’s Content provided in the Precisely Platform belongs solely to the Customer.

6. Use of the Services, Code of Conduct

6.1 The Precisely Platform is a contract automation platform to manage the complete contract lifecycle.

6.2 The Services are provided “as-is”. The Customer may use the Precisely Platform for lawful purposes only. The Customer further agrees not to:

• defame, abuse, harass, threaten or otherwise violate the legal rights of Precisely or of any third party;
• in any manner publish, post or – in any other way express – any material or information that is, defamatory, infringing, obscene, pornographic, racist, indecent or unlawful;
• contribute to destructive activities such as dissemination of viruses, spam or any other activity that might harm Precisely, its customers or third parties in any way; nor
• monitor the availability, performance or functionality of the Services for any competitive purpose, meaning, inter alia, that the Customer agrees not to access the Services for the purpose of developing or operating a competitive product or service or copying the features or user interface of the Services.

6.3 If Precisely finds that the Customer is violating these Terms, Precisely may, at its sole discretion, suspend or revoke the Customer’s access to the Services with immediate effect. Suspension or revoked access shall not result in harm to the material, until all circumstances and legal rights have been assessed.

7. Changes to the Services

7.1 Precisely strives, but is not obliged, to deliver improvements to the Services. Therefore, Precisely may modify and implement changes to the Services from time to time, including but not limited to adding or removing functionality and features of the Services. Precisely will strive, but is not obliged, to implement additional functionality or features described in roadmaps or any other documents. Some changes to the Services may be perceived as having a negative impact on the functionality of the Services, e.g. due to improved security measures undertaken.

7.2 Precisely will provide at least sixty (60) days’ notice in writing for Material Changes to the Services. If the Customer does not accept the Material Changes, the Customer has the right to terminate these Terms, by providing written notice thereof to Precisely within thirty (30) days from Precisely’s notice of the planned Material Changes. After receiving the Customer’s termination, Precisely may decide to continue to provide the Services without the planned Material Changes or to implement the Material Changes in another manner. In such case, the Customer’s termination notice and right to terminate these Terms in accordance with this section 7.2 is null and void.

7.3 Precisely will use best efforts to keep the Precisely Platform operational and fully functional during any modifications or improvements to the Services as described in this section 7.

7.4 All new functionality or features introduced to the Services will be subject to what is stipulated in these Terms.

8. Consultancy Services

8.1 Precisely may provide Consultancy Services to the Customer, as needed, to assist with various aspects of their contract workflows, including but not limited to optimization and automation. Any such Consultancy Services shall be subject to prior agreement between the Parties.

9. Payment

9.1 The fees applicable for Precisely’s provision of the Services (“Fees”) are stated in the proposal provided by Precisely upon request (the “Proposal”). The price stated in the Proposal is exclusive of all taxes, potential tariffs and VAT, unless explicitly stated otherwise in the Proposal. Some or new features offered by Precisely may be subject to payment of additional fees, as instructed by Precisely from time to time.

9.2 The Customer’s payment shall always be made in advance and for the entire term, i.e. yearly, unless specifically agreed otherwise in the Proposal (“Service Term”). The Customer shall pay the Fees in the currency quoted in the Proposal.

9.3 A Trial Period that has been converted into a paid subscription in accordance with section 3.2 above shall, unless explicitly agreed otherwise, be converted to a yearly Service Term.

9.4 Precisely is entitled to adjust the Fees on a yearly basis according to the Harmonised Index of Consumer Prices (HICP). Adjusted Fees shall take effect upon the extension of the Service Terms, as set out in the Proposal or as stipulated in section 15.2 below. Payment shall be made as stipulated in the invoice, as set out in the Proposal, noted on the Precisely Platform or otherwise as instructed by Precisely from time to time.

9.5 In the event of late payment, interest on the overdue amount shall accrue in accordance with the Swedish Interest Act (Sw. räntelagen (1975:635)). Interest will begin to accrue from the day following the due date until full payment has been received. Furthermore, failure to pay on time may result in suspension of the Accounts. Such suspension, or the suspension of the Customer’s Accounts in accordance with any other section set out in these Terms, shall not relieve the Customer of its obligation to pay any outstanding amounts, including applicable interest and fees. The Customer must also pay all reasonable costs Precisely incurs to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs.

10. Confidentiality

10.1 “Confidential Information” means

1. any technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as confidential information at the time of its disclosure;
2. any product information of the Services as well as data transferred via the Services;
3. in addition to the above, confidential information shall also include information (i) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure, and/or (ii) disclosed in any other manner and identified as confidential at the time of disclosure and which is summarized and designated as confidential in a written memorandum delivered within thirty (30) days after the disclosure; and
4. excludes any information that: (i) is in possession of a Party prior to its receipt from the other Party; (ii) is or becomes publicly known without a breach of this section 10;
   (iii) is developed independently by the other Party; or (iv) is received from another source who can disclose it lawfully and without an obligation to keep it confidential.

10.2 The Parties shall not disclose any Confidential Information to third parties. Either Party may disclose the other Party’s Confidential Information if required by law as long as the other Party will be informed promptly by written notice (to the extent permitted by law) of the requirement prior to the disclosure and assistance will be provided to the other Party in obtaining an order protecting the information from public disclosure. Neither Party shall reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Confidential Information.

10.3 The Parties acknowledge that the Confidential Information is a valuable, special, and unique asset for each Party which shall be protected with the highest standard of care. The Parties shall limit disclosure of Confidential Information within their own organization to those directors, officers, partners, contractors and/or employees having a need to know and shall not disclose Confidential Information to any third party without prior written consent of the other Party. Before disclosure, each Party must ensure that the recipients are required to protect the Confidential Information on terms as protective as this section 10 and accept responsibility for each recipient’s use of Confidential Information. Upon request, the Parties shall provide each other with a complete and updated list of all such recipients. The Parties shall take reasonable measures to protect the secrecy of and avoid disclosure and/or unauthorized use of the Confidential Information. A Party shall promptly notify the other Party of any actual or suspected unauthorized use or disclosure of the Confidential Information.

10.4 In the event that a Party discloses Confidential Information in violation of this section 10, the Party in breach shall notify the other Party in writing of such disclosure immediately upon discovery of the violation and no later than five (5) business days after such disclosure.

10.5 Neither Party shall be obliged to disclose or provide any Confidential Information to the other Party.

10.6 All documents and other tangible objects containing or representing Confidential Information and all copies of them shall be and remain the property of the disclosing Party and shall be promptly returned to this Party or destroyed (with proof of such destruction), each within fourteen (14) days of the written request upon the termination of these Terms. Precisely has the right to charge the Customer for Precisely’s provision of Confidential Information in accordance with section 15.4 below.

10.7 Nothing in this section 10 is intended to grant any rights in or to the Confidential Information, including without limitation, any Intellectual Property Rights the other Party.

10.8 Each Party acknowledges that any violation or threatened violation of this section 10 may cause irreparable injury to the other Party, entitling the other Party to seek injunctive relief in addition to all legal remedies.

11. Intellectual Property Rights

11.1 The Precisely Platform and its original content, features, functionality, and design elements are and will remain the exclusive property of Precisely and its licensors. Furthermore, Precisely is and remains the owner of all Intellectual Property Rights in and to the Services.

11.2 Subject to the Customer’s compliance with these Terms, Precisely grants the Customer a limited, non-exclusive, non-transferrable right to use the Services during the Service Term, provided that full payment has been made. The Customer is not granted any other rights in or to the Services and nothing in these Terms shall be interpreted as a transfer of Precisely’s Intellectual Property Rights to the Customer. Precisely’s Intellectual Property Rights may not be used in connection with any product or platform other than the Precisely Platform, without Precisely’s prior written consent.

11.3 The Customer grants to Precisely a non-exclusive, royalty-free license to access, use, reproduce, modify, perform, display and distribute the Customer’s Content as necessary for Precisely to perform the Services in accordance with these Terms and as necessary for Precisely’s own purposes, such as service improvement, research and development.

12. Indemnification

12.1 Precisely shall defend the Customer against any claim, demand, suit, or proceeding made or brought against the Customer by a third party alleging that the Customer’s use of the Services as permitted hereunder infringes or misappropriate the intellectual property rights of a third party (a “Third-Party Claim”), and shall indemnify the Customer for any damages, attorneys’ fees and other costs finally awarded against the Customer as a result of, and for amounts paid by the Customer under a court approved settlement as a result of a Third-Party Claim, provided that the Customer:

1. promptly gives Precisely written notice of the Third-Party Claim;
2. gives Precisely sole control of the defence or settlement of the Third-Party Claim (provided that the Customer may not settle any Third-Party Claim unless the settlement unconditionally releases the Customer of all liability); and
3. provides to Precisely reasonable assistance, at Precisely’s expense. If Precisely receives information regarding an infringement, misappropriation, or other claim, Precisely may at Precisely’s discretion, and at no cost:
   1. modify the Services, so that they no longer infringe, misappropriate, or give rise to any other claim;
   2. obtain a license for the continued use of the subject Services in accordance with these Terms; or
   3. terminate the Customer’s registered Account(s) upon thirty (30) days’ written notice and refund any prepaid Fees covering the remainder of the Service Term of the terminated Account(s).

12.2 Precisely shall have no obligation to indemnify the Customer to the extent any Third-Party Claim (i) arises from the Customer’s breach of these Terms or applicable law or (ii) is caused by modifications or changes to the Services made according to the Customer’s instructions or performed by anyone other than Precisely (including but not limited to changes made by the Customer, the Users or on the Customer’s behalf).

12.3 The Customer shall defend Precisely against any claim, demand, suit or proceeding made or brought against Precisely by a third party alleging that the Customer’s Content, or the use of the Services by the Customer in breach of these Terms, infringe or misappropriate the proprietary rights of a third party or violates applicable law, and shall indemnify Precisely for any damages, attorneys’ fees and other costs incurred by Precisely, provided that Precisely:

1. promptly gives the Customer written notice of the claim against Precisely;
2. give the Customer sole control of the defence or settlement of the claim against Precisely (provided that the Customer may not settle any claim against Precisely unless the settlement unconditionally releases Precisely of all liability); and
3. provides the Customer with all reasonable assistance, at the Customer’s expense.

13. Personal Data

13.1 The Customer is the data controller for any personal data processed by Precisely on behalf of the Customer in relation to provision of the Services and Precisely shall process such personal data as a data processor. The Parties have therefore entered into the data processing agreement set out in Appendix 1 (Data Processing Agreement), which shall remain effective independently of the Service Terms and for as long as Precisely process personal data on behalf of the Customer.

13.2 When providing the Services in accordance with these Terms, Precisely may also process certain personal data as a data controller, such as for improving the Services to the Customer or other customers. More information about Precisely’s processing of personal data as a data controller is available in Precisely’s privacy policy on Precisely’s website.

14. Limitation of Liability

14.1 Precisely is, with the limitations set out below, liable towards the Customer for damages caused by Precisely’s negligence. The following limitation shall apply for Precisely’s liability towards the Customer:

1. Unless as otherwise set out in these Terms, Precisely is not liable for damages caused by (i) modifications or changes to the Services made according to the Customer’s instructions or performed by anyone other than Precisely (including, but not limited to, changes made by the Customer, the Users or made on the Customer’s behalf) or (ii) the Customer’s failure to comply with these Terms.
2. Precisely has and will implement back-up measures. In case of loss of data, Precisely will do its utmost to recover the lost data from the latest backup available. Precisely is not, under any circumstances, except for recovery of data from the latest back-up, liable for the Customer’s loss of data nor the Customer’s potential liability towards a third party (with the sole exception of Precisely’s obligation to indemnify the Customer in accordance with section 12 above).
3. Precisely is not liable and the Customer loses its right to claim any remedies unless the Customer notifies Precisely in writing thereof no later than hundred twenty (120) days after the Customer noticed or should have noticed the actual damage or loss, however no later than one (1) year from when the damage occurred.

14.2 Neither Party is liable for loss of profit, revenue, savings, or goodwill, loss due to operational, power or network interruptions, or any other indirect or consequential damages of any kind.

14.3 Except for the Customer’s payment obligations, each Party’s total and aggregate liability under these Terms is, for each calendar year and regardless of the number of damages, limited to the higher of the Fees paid by the Customer during twelve (12) months prior to the time when the damage(s) occurred.

14.4 The limitations of liability set out in this section 14 shall not apply in the event of gross negligence or wilful misconduct.

14.5 For the avoidance of doubt, the Customer acknowledge and agree that any and all agreements between the Customer and any other party is made on the Customer’s risk and that Precisely is not responsible for any loss or damage in relation to such agreements. Nothing in the Services is intended or shall be interpreted as legal advice and Precisely recommends third party supervision before using documents, material or information derived from the Services for any purpose. Precisely undertakes no responsibility with concern to the legal outcome when using the Services.

15. Term and Termination

15.1 These Terms are considered to be in effect upon (i) the Customer’s access or use of the Services or a Trial Period, (ii) a User registering an Account or, (iii) upon signing an agreement with Precisely, whichever occurs first.

15.2 Unless these Terms are terminated by the Customer by providing written notice to Precisely in accordance with the below, and unless otherwise agreed, Precisely will automatically extend these Terms for consecutive Service Terms of one (1) year at a time. The Customer shall, at the latest, provide termination notice ninety (90) days prior to the end of the applicable Service Term.

15.3 A Party may terminate these Terms with immediate effect, by providing written notice to the other Party, if:

1. the other Party has committed a material breach of these Terms and has not remedied such breach, provided that such breach can be remedied, within thirty (30) days of receiving written notification from the Party invoking the material breach; or
2. the other Party is declared bankrupt, enters into liquidation, commences composition negotiations or otherwise is likely to be insolvent.

15.4 In order to be valid, the Customer’s termination notice shall be provided to info@precisely.se. Upon termination of these Terms, the Customer’s Accounts and right to use the Services will immediately cease. Furthermore, the Customer has the right to export all the Customer’s Content, in which Precisely will assist if needed. Precisely reserves the right to charge the Customer for reasonable, actual costs incurred by Precisely during the provision of such assistance.

16. Force Majeure

16.1 Neither Party shall be liable for breach of these Terms to the extent that the breach is caused by an event which hinders the performance of the non-performing Party’s obligations, is beyond the reasonable control of the non-performing Party, could reasonably not have been foreseen and could not have been prevented by commercially reasonable precautions. Such force majeure events shall include, but not be limited to natural disaster, riots, war, terrorist acts, strikes and lockouts, network issues, cyber-attacks, epidemics and pandemics. In such an event, the non-performing Party’s obligations may be postponed until the impediment no longer exists or can reasonably be overcome.

16.2 The Party suffering from a force majeure event shall without undue delay notify the other Party of such circumstances and provide a reasonable estimate of the expected duration of such non-performance.

17. Miscellaneous

17.1 If any provision of these Terms is held to be invalid or unenforceable, such provision shall be limited, modified or severed to the minimum extent necessary to eliminate its invalidation or unenforceability so that these Terms otherwise remain in full force, effect and enforceable.

17.2 Precisely may update and change any part or all of these Terms from time to time, including the prices associated with the use of the Services (however, applicable Fees will apply to the next Service Term, except as set out in section 9 (Payment) above). If Precisely updates or changes these Terms, the updated Terms will be posted at http://www.precisely.se/terms and Precisely will notify the Customer thirty (30) days prior to the change taking effect, via email or other notification. If the Customer does not accept the changes, the Customer has the right to terminate these Terms, by providing written notice thereof to Precisely within fifteen (15) days from Precisely’s notice of the intended changes. After receiving the Customer’s termination, Precisely may decide to not implement the planned changes. In such case, the Customer’s termination notice and its right to terminate these Terms in accordance with this section 17.2 is null and void.

17.3 The Customer may not assign any of its rights or obligations hereunder without the prior written consent from Precisely. Precisely may, by written notice to the Customer, assign its rights to an affiliate or third party in case of a merger, demerger, reconstruction or any similar event.

17.4 The provisions of these Terms that by their nature are intended to survive termination or expiration shall remain in full force and effect following such termination or expiration. This includes, but is not limited to, section 9 (Payment), section 10 (Confidentiality), section 11 (Intellectual Property Rights), section 12 (Indemnification), section 14 (Limitation of Liability) and section 18 (Dispute Resolution).

17.5 The remedies and sanctions set out in these Terms are the sole and exclusive remedies available to the Customer.

18. Dispute Resolution

18.1 Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the SCC Arbitration Institute.

18.2 The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. These Terms shall be governed by the substantive laws of Sweden.