Terms and Conditions
1. Background
1.1. RISE Research Institutes of Sweden AB, Swedish company registration no. 556464-6874, (hereinafter “RISE”) provides services containing from time to time different applications and web services in the research data center ICE (hereinafter referred to individually as a “Service” or jointly referred to as the “Services”). The ICE facilities are dedicated to activities linked to research and development performed by companies, universities, research institutes, and public organizations. Thus, the Services are also dedicated to such activities. The Customer is not allowed to use the Services for activities of continuous operation and commercial use. The Services are further described on the website https://ice.ri.se (hereinafter the “Website”).
1.2. The Services consist of (i) RISE leasing space and capacity in the ICE data center following the provisions of the Agreement (defined in Section 1.3), (ii) RISE ensuring that the server has access to the Internet, and (iii) RISE ensuring that the server has access to uninterruptible power and climate control systems.
1.3. By providing the requested customer information (hereinafter the “Customer Information”) and approving this ICE Terms and Conditions (hereinafter the “Conditions”), RISE and the Customer (hereinafter referred to individually as “Party” and jointly as the “Parties”) enter into a binding agreement the detailed contents of which are derived from the information provided by the Customer in conjunction with registration and these Conditions (hereinafter jointly referred to as the “Agreement”). In this Agreement, “Customer” means the legal person outlined in the Customer Information. The Personnel of the Customer who uses the Services are referred to herein as the “Users”. In this Agreement, “Personnel” means employees, consultants, and persons holding comparable positions. The Agreement is a condition for the Customer and the Users to be able to receive and have access to the Services. The Customer shall be responsible for the acts and omissions of the Users to the exclusion of all liability on the part of RISE.
1.4. By approving these Conditions, the natural person providing the Customer Information warrants that he or she is entitled to represent the Customer and possesses the authority to enter into the Agreement on behalf of the Customer.
2. Customer account
2.1. When providing the Customer Information, it is incumbent upon the Customer to use correct and complete information. When the Customer has provided the Customer Information and approved these Conditions a Customer account (hereinafter a “Customer Account”) is automatically created.
2.2. The Customer can log into the Services via the Website. When logging into the Services via the Website the Customer’s e-mail address is used as the username for the Customer Account. The username and a password, chosen by the Customer, (hereinafter a “Password”) are used when the Customer logs into the Services via the Website.
2.3. RISE cannot verify that it is the Customer who is using the Services, only that the proper username and Password have been given. Accordingly, the Customer undertakes to ensure (i) that the Customer does not disclose or in any other manner make available the Password to any unauthorized person, and (ii) that unauthorized persons do not obtain access to the Password in any other manner. If the Password is nonetheless used by someone other than the Customer, or where there is a failure to comply with the rules outlined in Section 2.4, RISE may block the Customer from using the Services. However, in such event, the Customer shall be notified by e-mail of such block.
2.4. The Customer undertakes to:
(a) choose a Password that is difficult for unauthorized persons to determine;
(b) securely store any record of the Password;
(c) not disclose the Password to any unauthorized person; and
(d) immediately change the Password in the event of any suspicion that an unauthorized person has obtained the Password.
2.5. Where there is reason to assume that the username and Password are being misused or have been misused by an unauthorized person, the Customer shall immediately notify RISE. Such notification shall contain information regarding the Customer’s name, username, password, and information regarding the period the Customer suspected that the username and Password were misused by unauthorized persons. The Customer shall be liable for any loss incurred by RISE as a consequence of the misuse of the username by unauthorized persons. Such liability shall apply until the Customer, by notifying RISE, has blocked the Customer’s username and Password.
3. The services
3.1. The Parties agree that title to all copyright, as well as patent rights and other intellectual property rights relating to the Services and/or the Website, is vested with RISE or the property of third parties with whom RISE cooperates and, accordingly, the Customer is not entitled to use the Services and/or Website in any manner other than as expressly stated in this Agreement.
3.2. Provided that the Customer fulfills its undertakings following the Agreement, RISE grants to the Customer the non-exclusive right to use the Services for the Customer’s purposes and following that which is permitted by the functions of the Service and as specified in this Agreement. The Customer shall not be entitled to assign, transfer or sublicense its rights according to this Agreement without RISE’s prior written consent.
3.3. The Customer shall be solely and fully responsible for the following concerning RISE:
(a) that the Customer is entitled to use the software installed on the server;
(b) all information stored, conveyed, published, or rendered accessible via the Service;
(c) that the Customer has all authorizations, permissions, or similar to disseminate, receive or store information; and
(d) measures that are taken by the Users.
3.4. The Services are IP-based. This means that the Services are reached by connection to the Internet. For such connection and communication, it is necessary to maintain, for example, certain data and/or other communications equipment, software, and internet connection services (hereinafter the “Equipment”). RISE shall bear no responsibility for such Equipment. The technical requirements from time to time relating to the Customer’s Equipment are available on the Website. RISE shall bear no liability for losses incurred by the Customer as a consequence of faults or deficiencies in the Customer’s Equipment. The Customer acknowledges and is aware that upgrades and/or modifications of a Service may entail changes to the technical requirements relating to the Customer’s Equipment. The aforementioned is necessary for the Customer to be able to use the improvements entailed in updates and/or modifications.
3.5. The Customer undertakes to and undertakes to ensure that Users:
(a) in using the Services, comply with (i) the provisions of this Agreement, (ii) applicable laws, ordinances, and decisions by governmental authorities, and (iii) RISE’s instructions for the use of the Services issued from time to time (see the Website);
(b) in conjunction with the use of the Services, refrain from uploading any material to the Website and/or Services that may contain viruses, trojans, or any other code (so-called “malware”) which may damage, deactivate, overload, or impair the Website and/or the Services or encroach on the use by any Other Customer of the Website and/or Services. In this Agreement, the term “Other Customer” means another customer who utilizes the Services by an agreement with RISE in a manner comparable to that of the Customer;
(c) refrain from any actions the purposes of which are to circumvent RISE’s security systems – e.g. by utilizing another user’s username and password, or disclosing usernames and Passwords to another person – or attempting to test the security of the Website and/or the Services without obtaining RISE’s prior written approval;
(d) refrain from decompiling (reverse-engineer) the Website and/or the Services;
(e) refrain from taking measures the purpose of which is to afford Customers/Users unauthorized access to any computer system or network covered by the Website and/or the Services; and
(f) refrain from procuring or attempting to procure material or information that was not intentionally made available or provided by the Website and/or the Services.
3.6. Violations or attempted violations of one, several, or all of the provisions in Section 3.3 or 3.5 may constitute a criminal act and RISE may therefore, where necessary, involve relevant authorities to address criminal acts.
4. Operation
4.1. RISE will use commercially reasonable efforts to provide the Services 24 hours a day, seven days a week, 365 days per year. Among other things, this means that RISE does not guarantee that the Services and the Website will be free of faults or outages during the aforementioned times.
4.2. Since the Services are IP-based, the Customer is aware and acknowledges that temporary outages and Internet delays do not constitute a fault or outage in the Services. RISE has no duty to remedy faults or outages beyond RISE’s control which could not be reasonably expected by RISE and the consequences of which RISE could not have reasonably avoided or overcome such as, for example, but not limited to, faults or outages relating to the Customer’s Internet connection, the Equipment and the presence of such circumstances as outlined in Section 11.3.
4.3. To ensure good quality and security of the Services, RISE regularly maintains the equipment used to provide the Services. Such maintenance, service, and updating (hereinafter jointly referred to as “Measures”) are largely carried out in such a manner so as not to affect the provision of the Services by RISE. However, from time to time, the provisioning of a Service may be suspended for Measures. RISE reserves the right to suspend the provision of a Service to take such Measures. To the extent possible, such outages shall be planned for times when the use of that Service is normally low.
4.4. RISE shall be entitled, at any time whatsoever and without advanced notice, to close the Website and/or access to the Services to protect the Website and/or the Services from unauthorized attack or comparable.
4.5. RISE shall be entitled, with immediate effect and until further notice, to block the Customer from using the Services (i) where payment of the Usage Cost (defined in Section 7.1) has not been received by RISE by the due date, or (ii) where the Customer fails to fulfill its undertakings according to the Agreement or where RISE has reasonable grounds to assume that such is the case. The Customer shall not be released from its payment obligation in respect of the Services for the period during which the Services are blocked. Where there are no grounds for termination of the Agreement (see Section 8.2), RISE shall re-open the Services as soon as the activity in violation of the Agreement has ceased. The Customer shall be notified of such block.
5. Faults in the service
5.1. The following shall apply where there is a fault or outage in a Service for which RISE is responsible. Subject to the exceptions outlined in Sections 5.4 and 5.5, faults or outages in the Service for which RISE, is responsible according to the Agreement shall be rectified within a reasonable period without cost to the Customer. In this Agreement, “faults or outages in the Service” means that a Service does not function in the intended manner or is not available to the agreed extent. However, the following is noted for the sake of clarity. RISE’s undertaking covers the rectification of defects in the hardware used to provide a Service, e.g. hardware defects that require repair or the replacement of a defective component, but it does not include restoring information on the server.
5.2. Troubleshooting is provided foremost via the help section on the Website and, in the alternative, by e-mail to the e-mail address set forth on the Website. RISE shall provide manual troubleshooting only during office hours (hereinafter “Office Hours”), i.e. between 08.00 and 17.00 (Swedish time), Monday to Friday, except for Swedish Holidays on which no troubleshooting will take place and days before Swedish Holidays on which troubleshooting will take place only between 08.00 and 12.00 (Swedish time). In this Agreement, the term “Swedish Holidays” means so-called bank holidays and Easter Eve, Midsummer Eve, Christmas Eve, and New Year’s Eve.
5.3. In conjunction with fault notices, the Customer shall describe how the fault is manifested. In addition, the Customer shall, where the personnel working with troubleshooting so request, demonstrate how the fault manifests.
5.4. RISE shall have no duty to rectify faults where outages in a Service are due to the improper use of such Service or which were caused by faults or outages in the Equipment.
5.5. Where, following fault notification from the Customer, RISE determines that there is no fault for which RISE is responsible, according to the Agreement, it shall be incumbent on the Customer to pay reasonable compensation to RISE for the costs incurred by RISE as a consequence of the Customer’s fault notification.
6. Support
6.1. RISE provides Support in respect of the Services to the following extent. The term “Support” shall mean support to the Customer to be able to use the Services in an intended manner. Support is provided foremost via the help section on the Website and, in the alternative, by e-mail to the e-mail address set forth on the Website. RISE shall provide manual troubleshooting only during Office Hours, Monday to Friday, except for Swedish Holidays on which no troubleshooting will take place, and days before Swedish Holidays on which troubleshooting will take place only between 08.00 and 12.00 (Swedish time).
6.2. In conjunction with Support, the Customer must clearly describe the problem via forms on the Website or by e-mail. In addition, the Customer shall demonstrate the problem upon request by personnel working with the support matter.
6.2.1. For the sake of clarity, it is noted that RISE does not provide support in respect of equipment for which the Customer is responsible, for example, but not limited to, the Equipment.
7. Price and payment terms and conditions
7.1. General
7.1.1. For the use of the Services by the Customer and support (Section 6) the Customer shall, unless otherwise agreed by the Parties, pay for the usage cost charged/invoiced (depending on payment method) once every calendar month according to the price list set forth on the Website (hereinafter the “Usage Cost”). The Usage Cost is based on the Customer’s use of the Services (hours of use per calendar month). This means that if (during a calendar month) the Customer does not use the Service, no Usage Cost will be charged. The Usage Cost is subject to change under Section 12.4.1.
7.1.2. At the end of each calendar month a statement of the Customer’s use of the Services (during that calendar month) is automatically rendered and sent to the Customer via e-mail (hereinafter a “Statement ”). If the Customer disputes such a Statement, the Customer shall notify RISE in writing within eight (8) days of receiving the Statement, specifying in reasonable detail the Customer’s objections to said Statement. If no notice is given within such time, the Statement shall be deemed to be accepted by the Customer.
7.1.3. Following the expiry of each calendar month (during the term of the Agreement), RISE shall be entitled to charge/invoice (depending on payment method) the Customer for the use of the Services during the immediately preceding calendar month.
7.1.4. In the event of the failure to pay, RISE may charge a penalty interest for nonpayments, corresponding to the effective reference rate with the addition of 8 percentage points. In addition, hereto, RISE shall be entitled to charge the Customer statutory reminder fees from time to time, collection fees, and fees comparable therewith.
7.1.5. RISE shall be entitled to assign its right to payment under the Agreement to a third party.
7.1.6. In the event the Customer thinks that an invoice or a charge to the Customer’s payment card is incorrect, the Customer shall notify RISE within a reasonable time. Except where special cause exists, reasonable time shall be deemed to be within eight (8) days from the date on which the invoice was received by the Customer or the charge to the Customer’s payment card was made. In the event notice of the error is not received by RISE within the prescribed time, the Customer’s right to object shall be forfeited.
7.1.7. The Customer shall only be entitled to a set-off of any counterclaims against RISE where such are based upon a final judgment of a court of law or accepted by RISE.
7.2. Card payment
7.2.1. If the Customer chooses to pay by payment card the following shall apply. The Usage Cost will be charged directly to the Customer's payment card in Swedish Currency. The Customer agrees that RISE may charge to the Customer’s payment card all amounts due and owing for the Services. By authorizing RISE to charge its payment card for the Services, the Customer further authorizes RISE to continue to charge the Customer’s payment card (or a replacement card) for all fees and compensation associated with the Services.
7.3. Payment against an invoice
7.3.1. If the Customer Chooses to pay against an invoice the following shall apply. Payment against an invoice shall be made in Swedish currency and deposited in the bank account outlined in the respective invoice. Payment must be received by RISE no later than the due date set in the invoice.
8. Agreement term and termination
8.1. Agreement term
8.1.1. This Agreement shall remain in force until further notice unless it is prematurely terminated following Section 8.2 below.
8.1.2. It may be terminated at any time by the Customer as per the end of the calendar month during which notice of termination was received by RISE.
8.1.3. It may be terminated by RISE as per the end of the calendar month after the calendar month during which notice of termination was received by the Customer.
8.2. Premature termination
8.2.1. In addition to the provisions thereon in other parts of the Agreement, each Party shall be entitled to terminate the Agreement with immediate effect:
(a) where the other Party materially breaches this Agreement and does not affect full rectification within fourteen (14) days following a written demand therefor received by the breaching Party. For the sake of clarity, it is noted that breaches of the provisions under Sections 3.3 and 3.5 shall at all times constitute a material breach of this Agreement; or
(b) where the other Party suspends payments, decides to enter into voluntary or involuntary liquidation (Sw: likvidation), applies for corporate reorganization (Sw: företagsrekonstruktion) or bankruptcy (Sw: konkurs) (or where a third party petitions to place such Party into bankruptcy) or where a Party, in another manner, is deemed to be insolvent.
8.2.2. In addition, RISE shall be entitled to terminate the Agreement with immediate effect in the event payment according to the Agreement is not received by RISE within fourteen (14) days following the due date.
8.2.3. Notice of termination shall be given in writing and without unreasonable delay after the circumstance upon which it is based becomes known or should have become known to the affected Party.
8.2.4. Irrespective of whether the Agreement is terminated, a Party shall be compensated for any loss incurred as a consequence of a breach of contract.
8.3. Consequences of the termination of the Agreement
8.3.1. In conjunction with the termination of the Agreement, the Customer shall ensure that all Users immediately cease all use of the Services.
8.3.2. It shall be incumbent upon the Customer, before termination of the Agreement, to transfer the Information (defined in Section 9.3) to another location. Where, however, the Agreement is terminated under Section 8.2.1, RISE shall afford the Customer the possibility, during not less than thirty (30) days following termination of the Agreement, to transfer Information to another location.
8.3.3. Notwithstanding the reason for the termination of the Agreement, the provisions of Sections 3.1, 7 (Price and Payment Terms and Conditions), 8.2.4, 8.3, 9 (Intellectual Property Rights), 11 (Damages, etc.), 12 (Miscellaneous) and 13 (Disputes) shall continue to apply between the Parties.
9. Intellectual property rights
9.1. All intellectual property rights and technical solutions regarding the Website and/or the Services shall remain the property of RISE or the property of third parties with whom RISE cooperates. The Customer undertakes not to use, and to ensure that Users do not use, intellectual property rights or technical solutions regarding the Website and/or the Services other than is necessary to use the Services under the Agreement.
9.2. The Customer undertakes and ensures that Users refrain from modifying, publishing, forwarding, distributing, presenting, or participating in the transfer or sale, creation of secondary works or in some other manner the commercialization (e.g. in printed form or another website or networked computer or mobile unit), either in whole or in part, of any part of the content of/on the Website and/or the Services without obtaining RISE’s prior written consent.
9.3. In the relationship between the Parties, the Customer enjoys all rights to the information which the Customer conveys via the Services (hereinafter the “Information”).
9.4. RISE shall only be entitled to dispose of the Information to the extent necessary for RISE to be able to perform its undertakings under the Agreement.
9.5. The Customer warrants that:
(a) the Information does not (i) contain copyright-protected material which is the property of third parties or material which is the subject of third-party ownership or to which a third party in some other manner holds rights, or (ii) in some other manner violates applicable laws; and
(b) the Customer – in the event the Information contains copyright-protected material which is the property of a third party, material which is the subject of third-party ownership, or to which a third party holds the rights – (i) is entitled to use the Information, or (ii) in some other manner enjoys a legal right to upload the Information.
9.6. In conjunction with a suspicion of (i) a deficiency in any of the warranties provided in Sections 9.5 (a) or (b), or (ii) that the Information in any respect violates this Agreement, RISE shall be entitled to unilaterally determine whether Information fulfills the requirements imposed in this Agreement. RISE shall thus be entitled, without prior notice to the Customer, to remove Information uploaded via the Services. In such cases, however, the Customer shall be informed of such removal.
10. Personal data and information security
10.1. RISE is the personal data controller concerning personal data processed by RISE to create and withhold the Customer Account.
10.2. The Customer is the personal data controller for the processing of all personal data that may occur using the Services.
10.3. As regards personal data processed by RISE in the context of the Services, RISE shall be deemed, where appropriate, to carry out any such processing as a personal data processor, on behalf of the Customer. Such processing is further described in Appendix A (Data Processing Agreement).
10.4. As regards information other than personal data, RISE shall develop, implement and maintain the technical, physical, administrative, and organizational security measures as described in Appendix B (Information Security specification), unless otherwise agreed in writing by the Parties.
11. Damages etc
11.1. In the event a Party, or another person for whom the Party is responsible, breaches this Agreement, such breaching Party shall, irrespective of whether negligence, gross negligence, or intent may be demonstrated, pay compensation to the other Party for direct losses caused by the breach of the Agreement. RISE’s liability for damages per year shall be limited to an amount equal to the sum of the last twelve (12) Usage Costs paid by the Customer. In this Agreement, the term “Direct losses” means reasonable and verifiable additional costs incurred by the non-breaching Party. Damages arising as a consequence of a breach of contract shall not be payable for indirect losses such as - for example, but not limited to, loss of production, loss of profit in the operations of the non-breaching Party or a third party, impediments to the fulfillment of obligations to third parties and the loss of the benefit of the Agreement. However, these limitations shall not apply in conjunction with (i) a breach of the provisions of Sections 3.3, 3.5, or 9.5 or (ii) where the breaching Party has acted with intent or gross negligence.
11.2. In addition to what follows from Section 11.1, the Customer shall be obligated to hold RISE harmless for all losses incurred by RISE as a consequence of a User’s breach of the Agreement. The aforementioned shall also include holding RISE harmless in respect of claims brought against RISE by third parties due to the use by Users of the Services in violation of the Agreement.
11.3. A Party shall be released from the consequences of the failure to perform a certain obligation under this Agreement where such failure is based upon circumstances beyond such Party’s control and which such Party could not reasonably foresee or avoid such as, for example, but not limited to, armed conflict or similar circumstances, uprisings, measures by governmental authorities, new or amended legislation, conflicts on the labor market, trade or currency restrictions, blockades, fires, lightning strikes, explosions, floods, and extreme weather conditions. As soon as the impediment has ceased, the obligation shall be performed in the agreed manner. It shall be incumbent upon the Party who desires to invoke a release from liability under this provision to immediately notify the other Party in respect of the presence – as well as the cessation – thereof. Upon the failure to do so, a Party shall not be released from the consequences of its failure to perform its contractual obligations.
11.4. Any compensation claims must be asserted within three (3) months of the date upon which the loss was discovered. The failure of a Party to assert a claim for compensation against the other Party within the prescribed time shall constitute a forfeiture of the Party’s right to assert the claim.
12. Miscellaneous
12.1. Generally
12.1.1. This Agreement constitutes the Parties’ complete agreement in respect of the issues addressed by the Agreement. Any written or oral undertakings and representations previously provided are thus hereby replaced and superseded by this Agreement.
12.1.2. In the event any provision of this Agreement becomes unlawful, invalid or for some other reason inoperative, such provision shall be deemed separate from the Agreement’s other provisions and such separation shall not affect the validity and enforcement of the remaining provisions. In such case, the invalid provision shall be replaced by a valid provision agreed upon by the Parties to achieve the same result, both economically and in all relevant respects.
12.1.3. A Party shall not be entitled, in whole or in part, to assign or pledge its rights and/or obligations under this Agreement without the other Party’s written consent. Notwithstanding this provision, RISE shall be entitled to freely assign its rights and obligations under the Agreement to another party in conjunction with the restructuring of the RISE corporate group, or conjunction with an assignment of all or part of the operations conducted by RISE.
12.2. Notices
12.3. Premature termination and other notices under this Agreement (hereinafter “Notices”) must be in writing and sent by e-mail. Notices to RISE shall be sent to the e-mail address set forth on the Website. Notices to the Customer shall be sent to the e-mail address provided in the Customer Information. Notices shall be deemed to have been received by a Party within five (5) days after the Notice was sent (where the Notice was not de facto received earlier).
12.4. Amendments
12.4.1. RISE shall at all times be entitled to adjust the Usage Cost. Such adjustment shall take effect at the beginning of the calendar month which begins thirty (30) days (or more) after Notice regarding the adjustment was received by the Customer. This means that if the Notice was received on 10 September 2020, the adjustment take effect on 1 November 2020. If the Customer uses the Services after the effective date (1 November in the example above), the Customer shall be deemed to have accepted the adjustment of the Usage Cost.
12.4.2. Furthermore, RISE shall at all times be entitled to effect amendments and supplements to the Agreement, which are immaterial to the Customer (hereinafter jointly “Minor Amendments”). Minor Amendments shall take effect immediately, and RISE shall not be obliged to notify the Customer in respect of such changes for them to apply vis-à-vis the Customer.
12.4.3. Moreover, RISE shall be entitled to implement amendments and supplements to the Agreement that are more extensive and are not immaterial to the Customer (hereinafter jointly “Extensive Amendments”), if compelled by (i) amended laws or other legislation, (ii) decisions by courts of law, (iii) decisions by governmental authorities, (iv) where RISE has been purchased by, acquires, or merges with another company, or (v) decisions by RISE management or other circumstances affecting the Services. Such Amendments shall enter into force three (3) months after the Notice regarding the change has been received by the Customer. Such Amendments shall take effect at the beginning of the calendar month which begins thirty (30) days (or more) after Notice regarding the adjustment was received by the Customer (as further described in Section 12.4.1). If the Customer uses the Services after the effective date, the Customer shall be deemed to have accepted the Amendments.
12.4.4. To be valid, amendments or supplements to this Agreement (other than such as are outlined in Sections 12.4.1 – 12.4.3) must be in writing and approved by the Parties.
13. Disputes
13.1. Swedish law shall apply to this Agreement.
13.2. Disputes arising from or in connection with this Agreement shall be finally settled by arbitration, administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitration shall apply, unless the SCC determines, taking into account the complexity of the case, the amount in dispute, and/or other circumstances, that the Arbitration Rules shall apply. In case the Arbitration Rules apply, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
13.3. The arbitral proceedings shall take place in Gothenburg unless otherwise agreed between the Parties.
13.4. The arbitral proceedings, the existence thereof, and any award or verdict arising from there shall be kept confidential.