Last updated: 2025-01-28
These Terms of service, together with the Order Form (as defined below) and all other documents referred to herein, (collectively the “Agreement”) constitutes the entire agreement between, NAB Solutions AB (“NAB”)” and you, the company identified as Customer in the Order Form and/or SOW (“Customer”, “you” or “your”), governing your access to and use of the Services (as defined herein).
NAB and the Customer may herein also jointly be referred to as the ”Parties” and individually as a “Party”.
This Agreement governs your access to and use of the Services to the extent set forth in any relevant Order Form.
Confidential Information shall have the meaning set out in section11.1below.
“Consultancy Services” means project management, workshops, augmented staffing Services and other Consultancy Services provided by NAB to the Customer from time to time.
“Customer Data” means any data and information submitted by the Customer, including but not limited to any data submitted by its Users, its customers and personal data.
“Customer System” means the Customer’s system(s) which the Services will be integrated with, as named in the Order Form.
“Fees” means the fees charged for Customer’s use of the Services and that are payable to NAB.
“Malicious Code” means code, files, agents, programs or similar that are intended to do harm including by way of e.g. viruses and trojan horses.
“Order Form” means the form entered into between NAB and the Customer regarding the licenses, fees, add-ons, Consultancy Services, and/or other services.
“Services” means any and all services with the functionality and add-ons ordered by the Customer as set out in the Order Form or otherwise ordered by the Customer and/or provided by NAB to the Customer from time to time.
“Statement of Work” (SOW) referred to as “Leveransavtal” in Swedish, meansdocument used in project management to outline the scope, deliverables, timelines, and responsibilities of a project.
“Third-Party Products” means products not owned by NAB but that are a part of the Services delivered to the Customer or that are specifically labelled as third-party products.
“Users” means an individual who is authorized by the Customer to use the Services and to whom the Customer has supplied a user id and a password and/or made sure they have access to the Services. Users may include for example employees of the Customer.
NAB will provide the Services in accordance with the terms of the Agreement from the agreed Order Form and/or SOW.
Notwithstanding what is set out in section2.1. above, NAB reserves the right, at NAB’s sole discretion, to amend the Services at any time, always provided that the functionality offered via the Services that have been ordered by the Customer is not materially decreased or that such change is not otherwise reasonably to the detriment of the Customer.
The Customer may only access and/or use the Services in its ordinary course of business and only for the intended purposes of the Services during the term of the Agreement.
NAB’s obligation to provide the Services and the Customers right to use the Services is at all times conditional upon the Customer’s fulfilment of its obligations under the Agreement.
Substituting consultants where it has been agreed that a specific person will perform an assignment requires the Customer’s prior written consent. Notwithstanding the foregoing, NAB will, without prior consent, be entitled to substitute such consultant in the event that the consultant’s employment with NAB is terminated, the consultant falls ill, goes on long-term or parental leave or similar circumstances outside NAB’s control. NAB shall, without undue delay, substitute such consultant with another consultant who is equally qualified to perform the Consultancy Services.
The Customer shall:
In the event that the provision of the Services causes damages, or in NAB’s reasonable opinion, risks causing damage to NAB, NAB’s subcontractors, affiliates or other customers e.g. in the event of a denial of Services attack or introduction of Malicious Code, NAB will be free to (without any obligation to compensate the Customer) restrict the Customer’s access to the Services and/or to remove, disable access to or modify any content or resources that violates the Agreement. NAB will notify the Customer’s contact person promptly of any such restrictions and will only undertake the measures as justified by the circumstances in each case.
Unless specific availability requirements have been agreed, NAB will make commercially reasonable efforts to keep the Services available and operational, however, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions.
NAB reserves the right to stop providing the Services to Users that are using or have used the Services in ways that are not in accordance with the Agreement. If NAB exercises this right, NAB will inform the Customer thereof without undue delay.
NAB may be dependent on Third-Party Products in order to be able to provide the Services. The Customer may only use the Third-Party Products in accordance with the third-party provider’s terms. NAB’s liability for defects and intellectual property infringement regarding such Third-Party Products is limited to immediately reporting the defect/infringement to the third-party supplier. NAB will install solutions provided by the third-party supplier, if any, provided that this can be done without negatively affecting the Services. NAB will take commercially reasonable measures to ensure that the third-party supplier complies with its obligations under its agreement with NAB. Except what is stated in this section 6, NAB has no other liability in relation to defects and IP-infringements caused by Third-Party Products. If it is finally concluded that there is an IP-infringement or if NAB in its reasonable opinion considers it to be likely that there is an IP-infringement and the third-party supplier does not take reasonably required measures, NAB may terminate the Agreement by three (3) months’ written notice.
Customer will pay the agreed fees set out in the Order Form and the SOW in accordance with the Agreement.
The Customer’s failure to pay any fees due under the Agreement in a timely manner is considered as a material breach of the Agreement.
In the event of late payment, any unpaid amount shall bear interest in accordance with the Swedish Interest Act (Swe:Räntelagen (SFS 1975:635)). NAB shall furthermore be entitled to compensation for any costs of collection and be entitled to suspend any further provision of the Services until payment in full has been made. Client will reimburse NAB for all costs (including reasonable attorneys’ fees) associated with collecting any amounts due under this Agreement.
Suspension of Services. In the event charges due pursuant to NAB’s invoice are not paid by the due date, NAB will have the right to suspend all or any portion of the Services to Client, after giving Client ten (10) business days prior notice, until such time as Client has paid in full all charges then due to NAB, including late fees. Following such payment, NAB will reinstate Services to Client only when Client provides NAB with satisfactory assurance of Client’s ability to pay for Services (e.g., deposit when it applies, letter of credit acceptable to NAB, etc.). If Client makes no contact within (1) calendar week from the date of suspension NAB Solutions will initiate a hard disconnect which includes physical removal of connected ports, circuits, and licenses. For a client to reconnect after hard disconnect, Client must go through the same processes and pay the same fees as if starting as a new client on top of paying all outstanding balances.
Taxes. Client will be solely responsible for all taxes, assessments, and other fees arising as a result of this Agreement or the licenses or services provided hereunder, except for taxes imposed on NAB’s income and payroll.
Price Changes. NAB may change charges for ongoing Services and Consultancy Services upon thirty (30) days’ written notice. Prepaid Services, if any, will not be subject to increases during the prepaid period. Pricing is protected for the duration of one year from contract activation date for the prepaid Services.
NAB may, itself or through an appointed independent auditor, within reasonable time and not more than fourteen (14) days after the Customer has received a written notice from NAB, conduct an audit to determine the Customer’s compliance with these Terms and Conditions. Such an audit can, at NAB’s sole discretion, be carried out either on site at the Customer’s premises or through a request for documentation to be provided by the Customer. Any audits performed on site shall be performed during the Customer’s normal working hours.
The Customer shall cooperate with NAB or its independent auditor during such audit and, when requested, grant access to the Customer’s premises. The audit shall be performed in such manner and duration as to achieve its purpose and not unnecessarily disrupt the Customer’s operations. Customer shall be liable to promptly remedy any breaches of the Agreement, including but not limited to underpayment of the Service Fee.
Nothing in this section 8 shall be understood as limiting NAB’s right to audit or otherwise inspect the Customer’s compliance with these terms and conditions without notice if NAB suspects any breach of this Agreement on the part of the Customer.
The Customer is hereby granted a non-exclusive, perpetual license to use all intellectual property rights and other rights, including title, to systems, software, documentation and the like which have been specifically developed through the provision of Services under this Agreement provided that payment for such Services has been made in full.
All intellectual property rights and other rights, including title, to methods, systems, software, documentation and the like which belonged to a Party or its licensors prior to entering into this Agreement, remain solely with that Party or its licensors (“Background Rights”).
With the exception of any Customer Data and such deliverables as are developed specifically for the Customer, as set out in the Order form, NAB or its licensors own all rights, including intellectual property rights, in and to the Services, and all parts thereof as well as in any results arising out of NAB’s provision of the Services.
10.4 The Parties shall be entitled to, freely and independently, use the know-how and general knowledge acquired through or in connection with the provision of the Services under this Agreement.
The Parties acknowledge that Customer Data may include personal data that is processed through the Customer’s use of the Services and that the Customer is the controller with respect to such personal data. NAB will maintain organizational and technical safeguards for the purpose of maintaining the protection, security, confidentiality and integrity of such personal data and will process said data on behalf of the Customer.
Notwithstanding the above, NAB will be processing data in conjunction with providing the Services that may include personal data for its own purposes and will accordingly be the controller with respect to such data. The processing that NAB carries out in its role as controller is outlined in NAB’s privacy policy Villkor & policys – NAB SVERIGE which shall be shared with relevant data subjects by the Customer.
Each party agrees to keep and procure to be kept secret and strictly confidential all information in any form or medium whether disclosed orally or in writing before or after the execution of this Agreement designated as confidential in writing by either party together with all other information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel, consultants, sub-contractors, customers and suppliers of either party, including the terms of this Agreement, or information which otherwise may reasonably be regarded as confidential information of the disclosing party (“Confidential Information”). For the avoidance of doubt confidential information shall not be used by either party for any purpose other than fulfilling its obligations and complying with the terms and conditions of this Agreement.
Disclosure of Confidential Information shall be made only to those affiliates, employees, representatives (including for the avoidance of doubt, auditors and legal advisers) and sub-contractors who have a need to know the relevant information in order to further the purposes of this Agreement. The disclosing party shall ensure that such receivers are bound by confidentiality no less strict than set forth in this Agreement.
The provisions of this clause11shall not apply to any Confidential Information which the receiving party can demonstrate:
The provisions of this clause shall survive the termination of this Agreement and for a period of 5 (five) years thereafter.
Upon request by the disclosing Party or upon termination of this Agreement, the receiving Party undertakes to return and/or destroy, as requested, any materials containing Confidential Information, as well as any copies of such information. If such Confidential Information and/or copies thereof cannot be returned, the receiving Party undertakes to destroy it. Notwithstanding the foregoing, the receiving Party shall not be required to use more than commercially reasonable efforts to expunge any Confidential Information of the disclosing Party stored electronically on back-up servers that are routinely kept by the receiving Party in the ordinary course of business pursuant to record retention policies or other legal requirements. For the avoidance of doubt, all Confidential Information retained by or under the control of the receiving Party (whether in violation of this Agreement or otherwise) will continue to be subject to the terms of this Agreement as long as such Confidential Information is retained by or under control of the receiving Party.
Notwithstanding the above, NAB will be entitled to use the Customer’s trademarks and information related to the subject matter of the Agreement for marketing purposes. Such marketing will always be subject to the Customer’s reasonable instructions as well as the Customer’s prior written approval (e-mail is sufficient). Such approval will not be unreasonably withheld or delayed. NAB will without prior approval be entitled to use the Customer as a reference in relation to other potential customers unless otherwise agreed in writing.
NAB warrants that during the term of the Agreement the Services will be or perform materially in accordance with the SOW. Furthermore, NAB warrants that it will perform any Consultancy Services ordered by the Customer in a professional and workmanlike manner.
Except as expressly provided herein, NAB makes no warranty of any kind whether express, implied statutory or otherwise and the Customer hereby, to the maximum extent permitted by applicable law, disclaims all implied warranties such as implied warranties for fitness for a particular purpose, merchantability, non-infringement, and the Services being free from errors and bugs.
NAB agrees to indemnify the Customer from any claims by a third party that the Customer’s use of the Service is infringing any such third party’s intellectual property rights. NAB’s obligation to indemnify under this section13is subject to the Customer’s compliance with the Agreement.
NAB shall have no obligation to indemnify the Customer against third party claims of infringement based upon (i) the use, operation or combination of the applicable Service with hardware, software, data, documentation or other equipment not approved by NAB if such infringement would have been avoided but for such use, operation or combination; or (ii) the Service or related software having been altered or used in a way deviating from its construction or its intended purpose or (iii) the Service not being used in accordance with the Agreement.
NAB’s obligation to indemnify under this section 13 only applies provided that the Customer (i) without undue delay notifies NAB in writing of the claims brought against the Customer; (ii) allows NAB to fully control the defense and all related settlement negotiations and to solely decide thereon; and (iii) acts in accordance with NAB’s instructions and, at the Customer’s own expense, cooperates with and assists NAB to the extent reasonably requested by NAB.
Subject to the conditions under section13.1–13.3, NAB shall indemnify the Customer for any damages, liabilities, costs or expenses awarded in a final judgment or a settlement which has been approved in writing by NAB.
If an infringement due to the Customer’s use of the Service is claimed by a third party or is finally established, NAB shall, at its own discretion, (i) procure for the Customer the right to continue using the affected Service; (ii) modify the affected Service so that it does not infringe; (iii) cease provisions of the Service. NAB shall not be required to repay any fees or renumeration received under this Agreement.
This section 13 constitutes the entire liability of NAB with respect to infringement of third-party intellectual property rights.
If and to the extent that a Party’s performance of any of its obligations pursuant to the Agreement is prevented, hindered or delayed due to circumstances beyond the reasonable control of such Party such as, lightning, labor disputes, fire, acts of war, requisition, seizure, currency restriction, riots and civil disorders, shortage of means of transportation, shortage of goods, amendments to regulations issued by governmental authorities, intervention of authorities or defects, epidemics, pandemics and/or delays in delivery of a Party’s sub-suppliers due to the circumstances here stipulated (each, a “Force Majeure Event”), then the non-performing Party will be excused from any performance of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event will immediately notify the other Party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature thereof. The non-performing Party is, however, always obligated to mitigate the effects of the Force Majeure Events.
Should an event of Force Majeure continue for more than three (3) months, each Party will have the right to terminate the Agreement or part thereof.
Neither Party shall be liable for any indirect or consequential damages including but not limited to loss of profits, loss of goodwill or missed opportunities. Either Party’s liability under this Agreement shall per year be limited to twenty five (25) percent of the aggregate amount for Services delivered but not yet invoiced to the Purchaser by the Supplier, during the previous consecutive twelve (12) months of this Agreement.
The limitation of liability set forth in this section15shall not apply in the event of (i) gross negligence or willful misconduct; (ii) infringement of any third party’s Intellectual Property Rights; or (iii) breach of confidentiality undertakings.
This Agreement shall enter into force on the effective date and shall continue in force unless and until terminated by one Party giving the other not less than 6 (six) months´ prior written notice.
Notwithstanding the above, each Party may, upon written notice to the other Party, terminate the Agreement with immediate effect if: (i) the other Party has committed a material breach of the Agreement, and has not rectified the same within thirty (30) days after receipt of a written notice thereof; or (ii) the other Party becomes subject to an insolvency proceeding, goes into liquidation, suspends its payments or can otherwise be deemed to have become insolvent.
The Supplier undertakes, in connection with this Agreement and the performance thereof, to comply with all applicable laws, regulations, rules and requirements relating to trade sanctions foreign trade controls, export and re-export controls, non-proliferation anti-terrorism and similar laws, including without limitation those The European Union and its Member States, as well as, when applicable, the U.S. Export Administration Regulations (EAR) and the U.S. International Traffic in Arms Regulations (ITAR) and regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) (together “Export and Sanctions Law”).
Notwithstanding any other provision of this Agreement, the Customer hereby represents and warrants that the Services it requests NAB to provide will not violate Export and Sanctions Law and that the Customer shall not use the Services performed by NAB in violation of Export and Sanctions Law, including, without limitation, for any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.
If, during the term of this Agreement, changes to Export and Sanctions Laws result in the performance of the Services (or part of them) being prohibited, NAB shall be entitled to remove, suspend or modify (totally or partially) such performance without any liability to the Customer or its affiliates or beneficiaries notwithstanding any other term of this Agreement.
Any notice required or permitted to be given by either Party under the Agreement, will be in writing and may be delivered by hand or courier, sent by registered airmail letter or e-mail to the Parties contact persons at the addresses stated herein or as otherwise agreed between the Parties. Such notice will be deemed to be given: (a) if sent by hand or courier, on the day of delivery to the receiving Party, (b) if sent by registered airmail letter, five (5) days after the day of dispatch, or (c) if sent by e-mail, on the day after sending, provided that the sending Party does not receive any error message and that the sending email account indicates that the email was sent to the correct address.
At the time of entering into the Agreement, the Parties respective contact details are set out in the Order Form. The Parties may change their respective contact details by sending a notice in accordance herewith.
Neither Party may assign or transfer the rights or obligations under the Agreement to a third-party without the prior written consent of the other Party. Such consent will nevertheless not be unreasonably withheld.
NAB may use subcontractors in the provision of the Services. Appointment of sub-contractors shall not relieve the Party from any obligation or liability under this Agreement and the Party shall be responsible for any act and failure to act by a sub-contractor as for its own.
NAB may amend the Agreement or make changes to the Services that do not fall within Section2.2, with thirty (30) days prior written notice to the Customer, save that to the extent that any such amendments or changes are required under any applicable laws or regulations, such notification period may be shorter to the extent required in order to ensure compliance. If any such amendments or changes prescribed by NAB may have a material detrimental effect on the Customer, the Customer may terminate the Agreement prior to the amendment or change entering into effect. In case of such termination, the Customer’s sole remedy will be requesting a refund of any fees NAB has received from the Customer relating to the period affected by the termination.
This Agreement sets out the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof. This Agreement together with any documents referred to in this Agreement supersedes and replaces, without limitation, all earlier discussions, communications, understandings and arrangements of any kind between the Parties hereto relating to such subject matter.
Any provision in the Agreement that to its nature is intended to survive the termination of the Agreement, will survive such termination and remain in force without limitation in time.
This Agreement and any non-contractual obligations arising out of or in connection therewith shall be governed and constructed in accordance with the substantive laws of Sweden.
Any dispute controversy or claim, contractual or non-contractual, arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC). The Rules for Expedited Arbitrations of the SCC shall apply, unless the SCC, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its own discretion, that the Arbitration Rules of the SCC shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall be composed by one or three arbitrators.
The venue for the proceedings shall be Stockholm, Sweden. The proceedings shall be held in the English language.
The Parties undertake and agree that all arbitral proceedings conducted under this arbitration clause shall be kept confidential, and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceedings shall be used solely for the purpose of those proceedings.