1. General
These terms apply to services provided by MultiNet Interactive AB (556272-2594), hereinafter referred to as MN, to a legal person, hereinafter referred to as "The Customer".
The subscription period is stated in the Customer's service-specific agreement.
The agreement will be renewed automatically, with an equal subscription period as originally agreed, in case the agreement is not terminated in writing, by mail, or e-mail, no later than three months before the agreement expires.
Payment must be fulfilled no later than 30 days after the invoice date. In case of late payment, interest on late payment is debited by 2% per month.
MN has the right to suspend the Customer's access to the Services 14 days after the invoice expires until full payment has been made.
1.1 Service Description
The service is a so-called web service (SaaS – Software as a Service). The ongoing fee includes server operation, maintenance of servers (hardware, software, and licenses), product enhancements updates, and automated backup. To connect to the service, a computer (PC / MAC / Linux) with an internet connection and a modern web browser is required.
The Service includes access for The Customer Users to the web-based service, its functionality, and the options specified in the service-specific agreement.
1.2 Prices and fees
Price is based on the current price list applicable by each renewal. All prices are excluding VAT. Prices can be increased as much as a percentage corresponding to the current Swedish KPI (Customer Price Index). If MN's costs for operation and maintenance of the service increase significantly due to for example increased fees to 3rd party, MN reserves the right to raise the price by more than the KPI, up to a maximum of 20% of the total cost of the agreement for the period.
2. Proprietary rights
MN offers the Customer access to its services over the Internet, according to the Customer's Service-Specific Agreement ("The Service"). All intellectual property rights attributable to the services belong to MN exclusively.
The services may only be used by the legal person referred to by the Customer, as well as by the Customer's Users unless otherwise agreed in writing.
For any adjustments made to MN's services at the customer's request, MN may issue a consultancy fee to prioritize development. These customizations belong to MN and are then included in the service that the Customer leases. In addition to such adjustments, the system will be delivered in the existing version, including scheduled updates.
3. The Customer’s liability
The customer is responsible for the local hardware and software required to use the service. The Customer is responsible for complying with copyright, applicable privacy laws, and other laws and regulations. The Customer is responsible for any infringement of copyright or intellectual property rights of third parties in relation to the Customer's hardware and software, as well as the Customer's data.
3.1 Safe usage
The customer is responsible for the safekeeping of passwords. The customer is responsible for any unauthorized use of the service. The Customer's liability for any unauthorized use of the Service only relates to such use as a result of the Customer's negligence. MN is not responsible for any unauthorized use or damage caused by an individual given access to The Service, by The Customer. The customer may request that MN temporarily restrict access to the service or that the Customer will receive a new password.
3.2 Correct configuration
The customer is responsible for that any third-party applications such as browsers, PDF-readers, toolbars, antivirus programs, and firewalls are properly installed and allow traffic to the service's website.
3.3 Integration with third-party applications
In the event that the Customer uses an Integration or plug-in to third-party applications, such as ERP, CMS, or CRM, the Customer is responsible for maintaining these applications. MN is not responsible for any damage caused by upgrading or reinstalling such applications.
3.4 Script on Customer's Servers
If The Service requires a script or program code to be installed on the Customer's website or server, it is the Customer's responsibility to ensure that this is done in connection with a signed agreement and to remove it immediately if and when the agreement terminates. If a script or program code remains after the termination of the agreement, MN has the right to charge a continued fee until the script or program code has been deleted due to continued traffic to MN's servers.
4. MN’s liability
MN is responsible for providing the Service to the Customer 24 hours a day, except for planned downtime, with the limitations of the following service levels.
| Service hours | Response time | Availability | Error report | Support |
|---|---|---|---|---|
| Swedish Work days 08:00-17:00 | 12 hours during service | 99,8% | All days 00:00 – 24:00 |
Opening hours are listed on MN's website. |
MN shall keep the availability of the Service at 99.8% or higher. If the availability during the contract period is below 99.8% during Service hours, the Customer may request a reduction of the current contract period's fee, according to the penalties listed below.
| Reduction Level | Availability (%) | Penalty |
|---|---|---|
| 1 | Below 99.8% but over 99.0% | 10% of the fee |
| 2 | Below 99,0 % but over 98,5 % | 20 % of the fee |
| 3 | Below 98,5 % but over 98,0 % | 30 % of the fee |
| 4 | Below 98,0 % but over 97,5 % | 40 % of the fee |
| 5 | Below 97,5 % but over 96,0 % | 50 % of the fee |
| 6 | Below 96,0 % but over 95,0 % | 75 % of the fee |
| 7 | Below 95,0 % | 100 % of the fee |
Loss of availability exceeding a total of five (5) Business days in one quarter (equivalent to Availability below 94.4%) is considered to be a severe breach of The Agreement and entitles the Customer to terminate the Agreement with immediate effect and receive damages in accordance with Section 16 of the Agreement.
4.1 Service hours
Service hours refer to the time window during which MN guarantees to commence and remedy operational disruptions. Inbound bug reports are grouped into four different priority groups; Critical, High, Medium, and Low.
• Critical: Very serious impact on Customer's business. Total outage of The Service.
• High: Serious impact on Customer's business. Reduced functionality in the Service. Serious error that has a high impact on the Customer.
• Medium: Impact on Customer's business. The customer can use The Service but with reduced efficiency/functionality.
• Low: Small impact on the Customer. The customer can use The Service unimpeded.
4.2 Resolution time
Resolution time refers to the maximum amount of time in which a service disruption must be resolved. The Resolution time calculation starts when the Customer registers an error in MN's error management system. In case the error is registered outside of Service hours the Resolution time starts at 08:00 the following business day. The Resolution time calculation ends when MN reports back to the customer that The service is fully operational.
| Priority | Start of problem analysis | Resolution goal | Resolution time |
|---|---|---|---|
| Critical | Immediately | Within 4 hours | Solved within 3 days |
| High | Immediately | Within 8 hours | Solved within 3 days |
| Medium | Within 8 hours | Within 4 days | Solved within 7 days |
| Low | No guarantee | Within 12 days | Solved within 30 days |
If the Resolution time is exceeded at more than four (4) occasions in one quarter, it is considered to be a severe breach of The agreement and entitles The Customer to terminate the Agreement with immediate effect and to receive damages under Section 16 of the Agreement.
4.3 Availability
Availability of the service is measured according to the following formula:
T = (P-F) * 100 / P
T = Availability in percent
P = Contract time measured in number of minutes
F = Lost time within period P measured in the number of minutes defined as an Outage.
Outage refers to severe errors which lead to the service being unavailable to the Customer. Outages shall be reported to MN.
4.4 Error reporting
Error reporting can be done 24 hours a day, every day of the year, via https://support.multinet.com/
4.5 User support
User support is provided for service-specific questions. Questions regarding regulations relating to applications, technical issues, and corrections due to improper use of The services are not considered user support. User support is provided mainly via https://support.multinet.com, during the hours listed on MN's website.
5. Measurement of availability levels
MN pays and implements systems that can measure the agreed availability levels. The Availability Measurement Point is the outbound connection (router) to WAN at MN’s data center. As the service is dependent on the Internet connection functioning normally, The Customer is aware that interruptions, delays, bugs, and similar problems related to the Internet connection are not considered to be a malfunction in the service.
6. Price deduction if agreed availability level is not achieved
If MN does not comply with the promised functionality and availability under Section 4, the Customer is entitled to a reduction of the fee according to the tables under Section 4 in this contract.
MN is responsible for non-compliance with agreed availability levels solely under the terms of this Section. The customer is not entitled to any other compensation due to deviation from the availability level unless intentional or gross negligence exists.
7. Disclaimer for MN even if the agreed availability level is not reached
MN is not responsible for non-compliance with the agreed availability level, if MN can show that this has been caused by any of the following circumstances and provided that such circumstance is not directly attributable to MN:
• Errors in the Customer's equipment or software.
• Virus or other attacks on the safety of the Customer.
• Condition outside of MN's area of responsibility for the Service such as lack of communication or other third-party products or services that MN has not explicitly taken responsibility for.
• DDoS attacks, which MN has taken measures to protect against.
• Force majeure which means that MN is not obliged to pay compensation for loss or damage that the Customer may suffer as a result of the fulfillment of MN's commitments being obstructed or substantially obstructed by circumstances that MN could not reasonably have or predicted, including but not limited to for labor disputes, war, insurgency or riots, mobilization or unforeseen military invasions, requisitions, seizures, currency restrictions, export or import restrictions, earthquake, lightning, fire, flooding or water damage, general shortages of goods or shortages in terms of means of transport, legislation and government restrictions.
8. The customer's data
The Customer holds all rights to the Customer's data and MN or its suppliers do not hold any rights to the Customer's data, or part thereof, under the agreement. Upon termination of the agreement, MN deletes The Customer's data from the Service after The Customer's written consent.
The customer is responsible for exporting all data that the Customer may need for future use in connection with termination. In the event that the service does not offer this feature, MN shall, upon the Customer's request, provide the Customer's data in a machine-readable format within a reasonable time.
If the agreement has been terminated due to lack of payment, the Customer's data is stored for a maximum of 30 days, after which MN is entitled to delete The Customer's remaining data from MN's servers.
All the data (including Personal Data) MN processes for the Customer is processed in Sweden (EU).
9. MN's maintenance work
MN is entitled to perform actions for technical, maintenance, or operational reasons that may affect the use of the service. MN shall ensure that the disruption is limited. Short disruptions of The Service for these reasons do not entitle the customer to a reduction of the fee.
10. Change of agreement
MN reserves the right to change the terms and conditions. Such changes will come into effect on the next renewal of the agreement or at the earliest 90 days after the customer has received written notification of the changes. If The Customer does not accept the changes, The Customer is entitled to terminate the agreement by the date when the changes come into effect. If the Customer makes use of the service after changes have come into effect, it is considered an acceptance of the changes.
11. Termination of The agreement
Each party is entitled to terminate the agreement effective immediately if the other party:
• Commits a severe breach of contract and does not take action within a reasonable time from written notice.
• Bankruptcy, being subject to company reconstruction or any other form of insolvency.
12. Data security
Data that the Customer registers or supplies to MN is treated strictly confidentially by MN and its suppliers and shall not be disclosed to anyone.
MN is responsible for the regulation, control, and authorization of all MN's staff who have access to servers, systems, or applications related to service delivery.
12.1 Authentication and Encryption
All data communication is encrypted with Secure Sockets Layer (SSL). Access to the Service requires a username and password.
• Encrypted communications: MN uses 256-bit SSL encryption and 2048-bit public keys from RSA. All data communications to and from the user's computers are encrypted with SSL, the most widely used Internet standard for encrypted communication.
• Password protection: The login process is fully encrypted, which means that no information is sent as unencrypted text. The user password is stored in a one-way encrypted format.
• Automatic Logout: To avoid unauthorized access to information, the system automatically logs the user out after 30 minutes.
• The user is always at risk of unauthorized use of the Service as a result of the User leaving a logged-in computer unattended.
• Continuous Verification of Users: Each request to MN's servers is verified against the logged-in User's permissions.
12.2 Operation and Data Center
MN's services are hosted on servers in a Swedish data center that is monitored around the clock and there is always staff available. This means that all data that MN processes for the Customer is stored in Sweden (EU) unless otherwise agreed.
• Fire protection and climate system: The data center has automatic smoke detection systems and the hall is divided into separate fire zones.
• A climate control system ensures that the temperature is always low and that the humidity is optimal.
• Secondary power supply: The data center is equipped with a secondary power supply system and a diesel generator that ensures power to the servers.
• Internet connection: Dual high-capacity connections ensure customer access to the Service.
• Admission to the data center is granted to authorized personnel only.
12.3 System architecture and backups
• Redundancy at several levels. MN's services are based on a modern server platform.
• Firewalls: MN's server environment and network are protected by primary and secondary firewalls with protection against DDoS attacks.
• In addition, MN is proactive through monitoring and analysis of firewalls and system logs.
• Database Security and Backups: MN has comprehensive backup routines that ensure continuity in the Service.
• Complete backups are made daily and incremental every hour. Backups are transferred to two physically separate places in Sweden.
• The encryption of customers' passwords remains at the backups.
• Backup restoration tests are performed on a regular basis.
12.4 Knowledge and Information Protection
• Only a few selected staff know how the security system is built.
• All staff at MN are bound by a non-disclosure agreement.
• The confidentiality obligation does not apply:
1. Information commonly known.
2. Information as a party by law is obliged to disclose.
12.5 Security on MN's premises
MN undertakes to keep data processing for the Customer separate from any other assignment or other activities in which MN is involved.
MN shall report any incidents such as burglary attempts, fire, and other incidents that may be of importance to the Customer.
MN shall, upon request, provide the customer with the opportunity to conduct an inspection.
12.6 Security incidents
Both parties undertake to immediately inform each other's security officer about security incidents or other events that affect or could affect the parties' respective activities.
13. Compensation for breaches due to data security deficiencies
If the Customer suffers damage due to data security failures, negligence, or severe deviations from contractual obligations. MN will compensate the Customer. Only direct damage is compensated, thus not loss of profits or expected savings.
14. Responsibility for intellectual property rights
MN warrants and is responsible for ensuring that intellectual property and / or other material / other software provided does not infringe on anyone else's rights.
1. Notwithstanding anything to comply with this agreement, MN shall indemnify the Customer and / or its company group harmlessly from all damages, losses, costs, claims, and expenses (including legal and other legal costs) charged to the Customer and / or its company group as a result of infringement / infringement of or alleged infringement / violation of any third party holding intellectual property rights arising from the use, possession, provision, copying, sublicensing, sale, etc. of relevant services. MN's obligation to indemnify the Customer in accordance with this paragraph applies regardless of any other agreed liability limitations in the agreement.
2. The Customer agrees to:
- notify MN in writing of any infringement / infringement or alleged infringement / infringement of intellectual property rights without undue delay; and
- not assume responsibility in such respect without MNs approval.
- In the event that the court or arbitration tribunal finds that there is an infringement or if Customer considers that there is an obvious risk of such an infringement, MN shall at its own expense immediately: (a) ensure that the Customer is still entitled to use the applicable intellectual property right, or (b) Replace or adjust the item that infringes so that the service in question no longer infringes on anyone else's right.
- If MN does not fulfill its obligation under the above provisions within a reasonable period, the Customer shall, in addition to any other sanctions that may have been brought into effect, be entitled to MN compensation for its loss and the right to terminate the agreement.
15. Personal data processing
- MN stores and processes certain personal data of the Customer in order to deliver the service, offer support, implement updates, send offers to the Customer, and best fulfill its obligations to the Customer in accordance with the Agreement. For this personal data, MN is the data controller.
- MN saves the data for the duration of The Agreement, after which it is deleted, provided that longer storage is not required by law or if MN has another legal right to keep the data.
- The processing done by MN to fulfill The Agreement is governed by the legal basis, "Agreement".
Furthermore, marketing is based on "legitimate interest ". - The personal data that MN processes for the Customer in its role as a Data Processor is governed separately in the Data Processing Agreement.
16. Limitation of Liability
Compensation to the Customer is not warranted in any case other than those stipulated in these terms.
MN's responsibility is, in any case, limited to a maximum of a Swedish Price base amount according to the Social Insurance Code (2010:110) except for Section 12 and Section 13, where compensation is limited to a maximum of 10 Swedish Price base amounts. In order for compensation to be paid, claims must be made within two months of the discovery.
17. Transfer of Contract
MN is entitled to transfer this agreement to another Party within the same company group, provided that it does not impact the Customer negatively. Such transfers need to be notified to the Customer in writing. The Customer is entitled to transfer this Agreement to another Party after written approval on a submitted Transfer Form, obtained from MN.
18. Applicable law and dispute resolution
The parties' rights and obligations in the interpretation and application of the agreement shall be determined in accordance with Swedish law.
Disputes arising from the agreement shall be settled in general court in Stockholm, Sweden, and in the Swedish language.