1.1. These Terms apply between Refined and the Customer and form a part of the Agreement between the parties (as defined below). The Agreement consists of these Terms and the following appendices:
1.2. The Terms describes the legal terms and conditions that apply to the Customer’s installation and use of the Product in relation to the data center version of the Product.
1.3. When the Customer purchases the Product and agrees to the Agreement at the Third Party Platform, the Customer automatically enters into the Agreement with Refined without any additional agreement document being signed. This gives the Customer the right to install and use the Product in accordance with these Terms. The individual representing the Customer warrants that he or she has the authority to enter into the Agreement with Refined.
1.4. The Agreement shall also apply to any additional features, products or services provided by Refined, unless other terms apply for such features, products or services.
1.5. The primary means of communication between the Parties concerning the Product shall be through the support page at Refined’s website, by the Customer submitting a support ticket. Notwithstanding the foregoing, Refined may contact the Customer via the e-mail address that the Customer has provided at the Third Party Platform.
1.6. Concepts starting with capital letters are defined at the end of these Terms, in the appendix “Definitions”, and in the DPA.
2. General Information About the Product
2.1. The Product is providing content formatting tools for customizing pages in Confluence. The Product includes the functions that Refined provides from time to time as described on the Refined website and/or at the Third Party Platform at the time when the Customer purchase the Product at the Third Party Platform.
2.2. Refined provides the Product to the Customer to install and use. The Product is provided in accordance with the Agreement, including these Terms.
2.3. In order to use the Product, the Customer is required to have access to the Third Party Platform and to separately have purchased the required underlying third party product at the Third Party Platform. Refined always state which underlying third party products that the Product is compatible with. Each version of the Product is intended to work on one or more versions of such specific underlying third party product.
2.4. Refined is not in any way responsible for, or give the Customer a right to use the Third Party Platform or underlying third party products which the Product is used together with, or actions thereof. The Customer acknowledge that additional terms may apply to the Customer’s use of such Third Party Platform and underlying third party products which the Product is used together with. These Terms apply only to the Customer’s use of the Product.
2.5. The Customer is given a right to use the Product for the number of Users and during the Subscription Term that the Customer chooses when entering into the Agreement at the Third Party Platform. The Customer can change the number of Users at the Third Party Platform at any time.
2.6. The Customer’s right to install and use the Product is time-limited, non-transferable and applies to the Customer´s own business and for the business purposes of the Customer, unless otherwise explicitly agreed between the Parties. The right applies provided that the Customer fulfils its payment obligations and other obligations under the Agreement.
2.7. Refined is always trying to improve the Product and may occasionally make improvements, amendments and changes to the Product as an update or a new version of the Product, as well as changes to the Documentation in relation to how the Product shall be used. The Customer is solely responsible to install any updates of the Product as described in section 4.2, 4.3 and/or new versions of the Product.
3. Refined’s Obligations
3.1. Refined shall provide the Product in a qualified, technically competent and professional manner and in accordance with the Agreement.
3.2. The Product is provided electronically to the Customer at the Third Party Platform. The Customer installs it in the underlying product provided by the Third Party Platform, for example Atlassian Confluence Data Center). The Product shall be considered to have been made available when Refined has made it accessible for download and/or installation to the Customer through the internet, e.g. by making it accessible for implementation. For the avoidance of doubt, Refined is not responsible to provide assistance with the installation.
3.3. The Product is provided “as is” and integrated with the Third Party Platform, but does not include integrations to or compatibility with other systems or applications that the Customer may want to use the Product together with, unless the Parties have not agreed otherwise or if integrations are explicitly promised by Refined. The Product is merely providing content formatting tools for customizing pages, without any express or implicit promises or guarantees, e.g. with regards to the quality of such customized page or increases in sale as a result from using the Product to customizing pages.
4. Availability and Support
4.1. Refined provides support as described in the SLA and in this section 4.
4.2. Refined is only required to provide support if (i) the Customer has installed and is using a version of the Product that is compatible with its specific version of the underlying third party product, and (ii) the third party provider of the underlying third party product still publicly supports the version of such underlying third party product used by the Customer.
4.3. The Customer shall contact Refined to report any errors or problems regarding the Product as soon as possible. Refined shall thereafter work towards launching an update of the Product which remedies the errors or problems within reasonable time. Refined is only obligated to provide an update of the Product if the launch of an update of the Product would cause inconvenience and costs to Refined that are unreasonably large in relation to the significance of the errors or problems for the Customer.
5. The Customer’s Obligations
5.1. The Customer undertakes to comply with the Agreement and with such other terms and conditions, instructions and provisions governing the installation and use of the Product as Refined may specify at any given time in the Product, at Refined’s website, at the Third Party Platform or Documentation.
5.2. Unless otherwise agreed, the Customer is responsible for the following:
a) to download and install the Product;
b) to use a version of the Product that is intended for the specific version of the underlying third party product that the Customer is using. Information about such compatibility is located at the point of purchase and download for each version;
c) any act of its Users and employees, consultants or other persons appointed and/or allowed by the Customer to install and use the Product;
d) to maintain any software and/or hardware required to use the Product, maintain the security of its IT-environment and to always use the Product in accordance with Refined’s Documentation;
e) notify Refined about errors and problems with the Product as stated in section 4;
f) to use the Product in accordance with all applicable laws, regulations and guidelines issued by a competent authority, in particular to ensure that the Customers use of the Product, or result thereof, comply with existing data protection laws, including GDPR, regulations and guidelines in relation to the usage of cookies, including to gather necessary consents related thereto; and
g) to immediately notify Refined if the Customer is affected by sector specific laws or regulations that may affect the use of the Product, such as but not limited to the laws and regulation regarding health care. Refined has the right to terminate the Agreement with immediate effect after receiving such notification.
5.3. The Customer shall not use, copy, modify, decompile, reverse engineer or give access to the Product to a greater extent than has been agreed or is considered within the intended use of the Product. The Customer shall especially not decompile, dissemble or in other ways reverse engineer the Product, except as necessary in order to make the Product work with other software used by the Customer.
5.4. Notwithstanding the foregoing in section 5.3, according to Swedish legislation the Customer is allowed to make copies of the Product when it is necessary in order to use the Product as intended, without additional compensation, however only to a reasonable extent. This mainly refers to copies for backup and security purposes. Any copies are subject to terms set out in the Agreement.
5.5. Refined is not responsible for changes in the Product that occur because of the Customer’s actions.
5.6. If the Customer does not comply with the terms of the Agreement and does not rectify within ten (10) days of Refined notifying the Customer of the non-compliance, Refined is entitled to suspend/require the Customer to shut down the Product until rectification is made. The Customer shall indemnify Refined for any costs or claims by a third party based on the Customer’s use of the Product in violation of the terms of the Agreement.
6. Prices and Payment for the Product
6.1. To use the Product the Customer shall pay the fee of the current tier applied for the number of Users that the Customer has at the start of the Subscription Term according to this section 6. The prices are stated at the Third Party Platform when the Customer enters into the Agreement, if the Parties have not explicitly agreed otherwise.
6.2. If the Customer adds more Users during the Subscription Term, the Customer shall pay an additional fee if the number of Users exceeds the current tier during the remaining time of the Subscription Term, according to Refined’s at the time applicable prices stated at the Third Party Platform. During any subsequent Subscription Terms, the Customer shall pay the fee that, at the time, applies for the current tier according to the number of Users that the Customer uses. If the Customer choose to decrease the number of Users during the Subscription Term, making a lower tier applicable, such adjustment shall have effect on the payment of the next Subscription Term.
6.3. Refined has the right to adjust prices at any time by giving the Customer a thirty (30) days’ prior written notice. Such adjustments will take effect on the coming Subscription Term and/or when the Customer adds more Users.
6.4. All fees for the use of the Product shall be paid and handled by the Third Party Platform and in accordance with the Third Party Platform’s payment terms, unless otherwise agreed in writing.
6.5. If payment is late or incomplete, Refined is entitled to interest on overdue payment in accordance with the payment terms from the provider of the Third Party Platform, or applicable Interest Act and a late payment charge and/or a debt collection fee according to applicable laws.
6.6. If full payment is not received within ten (10) days from the date on which a written payment reminder was sent by Refined and/or the Third Party Platform, and the Customer has not on reasonable grounds disputed the claim of payment, Refined has the right to (i) immediately suspend/require the Customer to stop the use of the Product, and/or (ii) terminate the Agreement in accordance with section 8.4.
7. Trial Period, Evaluations, Beta Versions and Other Special Terms
7.1. The Customer is entitled to a trial period free of charge as stated in the Third Party Platform. Refined may from time to time offer the Customer early access to beta versions of the Product or versions of the Product to evaluate. These Terms shall apply, in applicable parts, during the trial period, evaluations and use of beta versions.
7.2. Sections that by their nature do not apply during the trial period, evaluations and use of beta versions shall be inapplicable during such period, including but not limited to section 6 (Prices and payment), and 8 (Term and termination). Additional terms may apply to evaluations and use of beta versions.
7.3. During the trial period, evaluations and use of a beta version of the Product, Refined’s obligation is limited to providing the Customer with a possibility to install and use the Product. Thus, Refined has no responsibility for the Product functioning in a certain way, or responsibility for providing the Customer with support or remedying any defects. However, Refined usually provide some user support. Refined is also not liable for any damages, neither direct nor indirect due to the Customer’s use of the Product. For the avoidance of doubt, the Customer should be aware that the evaluation versions and beta versions of the Product are under development and may include errors, as well as that Refined may choose not to develop the evaluation versions/beta versions further or enable it as a regular offer.
7.4. The Customer can only use the number of free trial periods which are stated when the Customer sign up to use the Product, if the Parties have not explicitly agreed otherwise.
7.5. When the term of the trial period has expired, the Customer choose whether to continue using the Product. If the Customer choose to continue using the Product, the Subscription Term that the Customer has in relation to the Third Party Platform shall apply and the Customer shall pay for the continued use of the Product in accordance with what is stated in these Terms.
7.6. The Customer may at any time choose to end the trial period and shall then uninstall and no longer use the Product. Refined has the right to terminate the Agreement with immediate effect during the Customer’s trial period if the Customer violates the provisions of these Terms.
7.7. Refined or the Customer may at any time choose to restrict or end the use of the evaluation or the beta version of the Product in favour of the standard version of the Product.
8. Term and Termination
8.1. The Agreement becomes effective when the Customer purchases the right to install and use the Product at the Third Party Platform and applies for the Subscription Term. Thereafter, the Agreement shall be renewed automatically for an additional Subscription Term, until terminated by any of the Parties. Such termination shall be made by the Customer uninstalling the Product. After such notification, the Agreement shall be terminated when the Subscription Term ends.
8.2. The Customer has the right to terminate the Agreement with immediate effect, and without any particular reason, during the first thirty (30) days of use that the Customer pays for. Refined shall in such case refund the Customer for the fees paid for the use of the Product. After the first thirty (30) days of use, the Customer has a right to terminate the Agreement with effect thirty (30) days thereafter if the SLA is changed according to section 15.2 in a way which negatively affects the Customer.
8.3. Each Party has the right to terminate the Agreement with immediate effect if:
a) the other Party has committed a material breach of the Agreement and does not take full correction of such breach within thirty (30) days of the other Party giving written notice thereof; or
b) the other Party is declared bankrupt, enters into liquidation, is the subject of corporate reorganisation, cancels its payments or can otherwise reasonably be assumed to have become insolvent.
8.4. Refined has the right to terminate the Agreement according to section 5.2.g). Furthermore, Refined also has the right to terminate the Agreement with thirty (30) days’ notice if:
a) a third party supplier or subcontractor that is necessary for providing the Product, such as the provider of the Third Party Platform, terminates its agreement with Refined and there is no other corresponding supplier on the market, and it is therefore not possible for Refined to continue to provide the Product in accordance with the Agreement; or
b) in the event of the Customer’s breach of any of its obligations pursuant to section 6.6 or 5, or Refined cannot meet Customer’s change request of the documented instructions regarding processing of personal data.
8.5. When the Agreement has expired or been terminated, the Customer shall immediately uninstall and cease to use the Product and both Parties shall delete such information that is covered by confidentiality in accordance with section 10, including Documentation.
9. Personal Data
Refined will not process personal data, unless the Customer during a support matter gives Refined access to information which contains personal data. Within the scope of fulfilling the obligations to provide support under the Agreement, Refined will only process personal data if the Customer has chosen to provide the personal data to Refined and Refined will in such case process personal data on behalf of the Customer. Within the scope of such processing, the Customer is the controller for personal data and Refined is the processor. For this purpose, the Parties have entered into a DPA.
10.1. Both Parties hereby agree not to, without the other Party’s prior written approval, publish or otherwise disclose to third parties any information relating to the other Party’s business which is or can be reasonably presumed to be confidential, with the exemption for:
a) information that is or becomes publicly known, except through a breach of this Agreement by the receiving Party;
b) information that is public to the receiving Party from a third party without obligation of confidentiality;
c) information that was known to the receiving Party prior to receipt from the disclosing Party, without obligation of confidentiality; or
d) the disclosure or use of information is required by law, regulations or any other regulatory body. In the event of such disclosure, the disclosing Party shall, if possible, notify the other Party before such disclosure takes place.
10.2. Refined shall ensure that only employees who need access to Customer Data to fulfil Refined’s obligations under the Agreement are given access to Customer Data.
10.3. Information that a Party has stated as confidential shall always be regarded as confidential information.
10.4. Each Party is responsible for compliance with this confidentiality undertaking by its respective subcontractors, consultants and employees. The confidentiality undertaking under this section 10 applies during the term of the Agreement and for a period of three years after the Agreement has expired. The confidentiality undertaking for the Customer Data applies for an indefinite period of time.
11. Publicity and Marketing
Refined may publicly state that the Customer is a customer of Refined. The Customer grants Refined the right to include the Customer’s name, trademark, logo or similar identifying material in a listing of customers on Refined’s website and/or promotional material in relation to the Product. The Customer may at any time ask Refined to not include information about the Customer in any publicly available material and Refined shall in such case stop doing so within thirty (30) days and as far as possible delete any already published information about the Customer. Such request shall be done via the contact ways stated in these Terms.
12. Intellectual Property Rights
12.1. Refined or its licensors hold all rights, including intellectual property rights, to the Product and the Documentation (including, without limitation to, such development or improvements specifically performed on behalf of the Customer) including software and source code. Nothing in the Agreement shall be construed as a transfer of such rights, or any part thereof, to the Customer.
12.2. The Customer has all rights, including intellectual property rights, to the Customer Data. During the term of the Agreement, Refined may use the Customer Data (personal data excluded) in order to provide the Product to the Customer successfully.
12.3. Refined shall, subject to the limitation of liability, compensate the Customer for damage suffered by the Customer as a result from claims from third parties regarding infringement of such third party’s intellectual property rights.
12.4. Refined’s obligation to indemnify the Customer pursuant to this section 12 applies only provided that the Customer:
a) without undue delay notifies Refined in writing of claims made against the Customer;
b) allows Refined to control the defence and make decisions alone in all related settlement negotiations; and
c) acts in accordance with Refined’s Documentation and cooperates with and assists Refined to the extent that Refined reasonably request.
12.5. If it comes to Refined’s knowledge or is finally settled that there is an infringement of a third party’s intellectual property rights, Refined may choose to either:
a) ensure the Customer a continued right to use the Product;
b) change the Product so that infringement no longer exists;
c) replace the Product, or any part thereof, with any other non-infringing equivalent product or service; or
d) terminate or temporarily cease to provide the Product and, after deducting the Customer’s reasonable benefit, repay the Customer’s fee paid for the Product, without interest.
12.6. Refined has the right to freely use the know-how, professional knowledge, experience and skills that Refined acquires through or in connection with providing the Product.
12.7. Refined’s obligations under this section 12 are conditional upon the Customer’s use of the Product exclusively in accordance with the terms of the Agreement.
12.8. This section 12 constitutes Refined’s total liability towards the Customer for infringement of third parties’ intellectual property rights.
13. Limitation of Liability
13.1. Refined is – with the limitations set out below – liable towards the Customer for damages caused due to Refined’s negligence according to the Agreement. To avoid any misunderstanding, Refined takes no responsibility for the Customer’s use of the Third Party Platform or any fault, damage or unavailability of the Product which is due to such Third Party Platform, regardless of whether such third party takes responsibility.
13.2. Refined shall under no circumstance be liable for indirect damages (Sw. indirekt skada), including damages caused by loss of profit, revenue, anticipated savings or goodwill, loss of information or Customer Data, loss due to operational, business, power or network interruptions, loss due to modifications of the Product made in accordance with Customer’s instructions or performed by anyone other than Refined, as well as any claims due to the Customer’s possible liability to third parties; without prejudice to section 12.3.
13.3. Refined’s total and aggregate liability under the Agreement regardless of the number of incidents, is limited to the amount paid or payable by the Customer during the twelve (12) months prior to the time the damage occurred.
13.4. The Customer shall, in order to not lose its right, submit a claim for compensation in writing no later than ninety (90) days after the Customer noticed or should have noticed the actual damage or loss, however no later than six (6) months from when the loss arose.
14. Force Majeure
14.1. Each Party shall be relieved from liability for damages for a failure to perform any obligation under the Agreement to the extent that the due performance is prevented by reason of any circumstance beyond the control of such Party, such as internet limitation or slow connection, power outages, network intrusion, lawsuits, pandemics, labour disputes, loss of communications, mobilisation or large-scale military recruits, ordinances, rationing of fuel, goods or energy, and defects and delays in deliveries from subcontractors caused by any Party outside such Party’s control provided that the other Party is notified immediately.
14.2. The Parties have the right to terminate the Agreement immediately if force majeure continues or will obviously continue for more than sixty (60) days.
15.1. Refined is entitled to assign subcontractors to accomplish its obligations under the Agreement. Refined is liable for the work of the subcontractors as well as its own.
15.2. Refined may change these Terms at any time by giving the Customer a forty-five (45) days’ prior written notice. However, Refined can change the SLA at any time with immediate effect and will notify the Customer when doing so. The applicable SLA is at all times available at the Refined website.
15.3. The Agreement, the prices, any Documentation and any appendices constitutes the Parties’ complete settlement of all matters related to the Agreement. All written or oral commitments and commitments that preceded the Agreement will be replaced by the content of the Agreement.
15.4. The documents described in the definition of the Agreement shall have mutual priority in the following order: (i) these Terms, (ii) the DPA, (iii) the SLA, and (iv) any other appendices. Notwithstanding the foregoing, the DPA shall prevail in relation to processing of personal data.
15.5. The Agreement may not be transferred to a third party without the other Party’s prior written consent. However, in a situation of transferring Refined’s operation or a part thereof, Refined may transfer the Agreement to a third party. Refined is also admissible to transfer the Agreement to companies within the same corporate group as Refined.
15.6. The failure of a Party to exercise any right under the Agreement or the failure to point out any particular condition attributable to the Agreement shall not constitute a waiver by a Party of such right.
15.7. Sections which by their nature apply after the Agreement ceases to apply and the following sections apply even after the termination of the Agreement: 8 (Term and termination), 10 (Confidentiality), 12 (Intellectual Property Rights), 13 (Limitation of Liability) and 16 (Governing Law and Disputes).
16. Governing Law and Disputes
16.1. The Agreement shall be governed by and construed in accordance with the laws of Sweden.
16.2. Any dispute arising out of or in connection with the Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”).
16.3. The Rules for Expedited Arbitrations shall apply, unless the SCC Institute, considering the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.
16.4. The place of arbitration shall be Malmö. The language of the proceedings shall be English. Regardless of what is stated in this section 16 , Refined shall always have the right to apply for an injunction to payment and/or bring an action regarding non-payment in a general court.