Master Service Agreement

Effective date: 22/10/2019

Download MSA

This Master Services Agreement (the “Agreement”) shall apply when Eurostep AB, org. no. 556482‑3457, (“Eurostep”) provides the Services to Customer (the “Customer”).

 

If you click the “I accept” button:

  • you accept this Agreement and agree that Customer will be legally bound by its terms; and
  • you represent and warrant that you have the right, power and authority to enter into this Agreement on behalf of Customer.

 

1 Definitions

Unless the context or circumstances clearly require otherwise, the following words and phrases shall have the meanings specified below:

Access Point – The point or points where Eurostep connects the Services to the internet unless the parties have agreed otherwise.

Agreement – This Master Services Agreement, including appendices, entered into between the parties.

Customer’s Data – Data or other information, including personal data, that Customer or User, or another party on Customer’s or a User’s behalf, uploads in the Service or in any other way put at Eurostep’s disposal, as well as the result of Eurostep’s data processing.

Customer’s Software – The software owned by Customer or which Customer is entitled to use in accordance with an agreement with a third party, and which is used in the Services.

Services – The products and services that are ordered by Customer and provided by Eurostep, as specified on shareaspace.com.

User – Customer’s personnel, consultants or other parties or individuals who are authorised by Customer to use the Services.

1 Agreement documents

The Agreement consists of the documents listed below. All appendices accompanying this main document shall be integrated parts of the Agreement and shall be governed by the terms and conditions set forth herein.

a)  This main document

b)  Appendix 1 – Data Processing Agreement (“DPA”)

2 Eurostep’s undertakings

2.1  Eurostep shall provide the Services at the Access Point in accordance with the terms and conditions of the Agreement.

2.2  Eurostep shall carry out its undertakings in a professional manner.

2.3   Eurostep may engage sub-contractors for the performance of the Services and other obligations under the Agreement. Eurostep has the same responsibility for work performed by subcontractors as for its own work.

2.4   Unless otherwise follows from this Agreement, Eurostep may, while observing the provisions on personal data in clause 11 (Personal data), provide the Services, in whole or in part, from another country, provided that Eurostep otherwise fulfils the terms and conditions of the Agreement.

3 Customer’s undertakings

In order for Eurostep to be able to perform its obligations under the Agreement, Customer is responsible for the following:

a)   Customer is responsible for the communication between Customer and the Access Point. Customer is also responsible for ensuring that it has the equipment and software that is required for the use of the Services.

b)   Customer is responsible for faults and defects in Customer’s Software and the subsequent non-availability of the Services.

c)   Customer is responsible for Customer’s Data, including backup of Customer’s Data, unless otherwise follows from the Agreement.

d)   Customer shall ensure that (i) Customer’s Data is free of viruses, trojans, worms or other harmful software or code; (ii) Customer’s Data are in the agreed format; and (iii) that Customer’s Data cannot, in any other way, damage or interfere with Eurostep’s system or the Services.

e)   Customer shall ensure that log-in information, security methods and other information provided by Eurostep for access to the Services are handled confidentially in accordance with clause 12 (Confidentiality). Customer shall notify Eurostep immediately in the event of unauthorised access to information in accordance with this clause.

f)   Customer shall notify Eurostep immediately upon discovery of any infringements or attempted infringements that might affect the Services.

g)   Customer shall, and shall ensure that all Users also will, follow all applicable laws, guidelines and recommendations for the Services.

4 Customer’s use of the services

4.1   Subject to Customers fulfilment of the terms of the Agreement, Eurostep grants Customer a non-exclusive, non-transferable and in time-limited license to use the Services in its own business.

4.2   Customer may not copy software that is included in the Services or let anyone other than the Users nominated in accordance with clause 4.3 use the Services.

4.3   Customer shall specify the Users that are authorised to use the Services by inviting them to the Service. If a person is no longer authorised to use the Services, Customer shall immediately remove their access. Customer is responsible for all Users use of the Services.

4.4   Customer is required to follow any written instructions from time to time provided by Eurostep for use of the Services. Eurostep may, after the conclusion of the Agreement, change instructions provided in accordance with clause 19 (Changes to this Agreement and the Services).

4.5   Customer is responsible for ensuring control over Customer’s data handled in the Services and for ensuring that Customer can prevent the data from spreading in accordance with the requirements in the applicable legislation.

5 Limitation of access to the services

5.1   In addition to what is set out in clause 7.3.2, Eurostep has an unrestricted right to temporarily or permanently restrict continued access to the Services by Customer or a User, or give the notice to terminate the Agreement, with immediate effect if Customer or a User:

a)   within the Services processes information in a way that entails an infringement of another party’s copyright or other rights that conflict with applicable legislation or otherwise is found to be illegal, unethical or immoral, or

b)   without authorisation attempts to destroy, distort, or obtain access to the information within the Services.

If Eurostep exercises this right, it shall notify Customer unless prohibited by law, court order or administrative decision by a competent authority.

Furthermore, Eurostep has a right to compensation for loss or damage, including compensation for loss of goodwill, caused by Customer’s or User’s action according to points a)-b).

5.2    Eurostep may carry out measures that affect the availability of the Services if required for technical, maintenance, operational or safety reasons. Eurostep shall perform such measures promptly and in a manner that limits the disruption. Eurostep undertakes to notify Customer within a reasonable time before such measures and, if possible, carry out such measures outside of normal office hours.

6 Contact of persons

Customer shall designate a contact person who shall be responsible for the cooperation in regard to the Agreement. Customer shall notify Eurostep of the designated contact person. If Customer does not notify Eurostep, the person entering into this Agreement on behalf of the Customer will be considered the contact person. The contact person is entitled to represent the principal in matters concerning the implementation of the Services and any additional services.

7 Compensation, fees and terms of payment

7.1   Fees

7.1.1  Customer shall pay compensation for the Services provided by Eurostep in accordance with Eurostep’s from time to time applicable price list.

7.1.2   The fees are exclusive of VAT, other taxes and duties, and charges.

7.2 Payment and invoicing

7.2.1   Customer will provide Eurostep with valid and updated credit card information. Customer authorises Eurostep to charge such credit card for all purchased Services. Such charges shall be made in advance, either monthly or in accordance with any different billing frequency as applicable.

7.2.2   If payment will be by a method other than a credit card, Eurostep will invoice Customer in advance. Payments shall be made within thirty (30) days from the date of invoice.

7.2.3   Customer is responsible for providing complete and accurate billing and contact information to Eurostep and notifying Eurostep of any changes to such information.

7.3 Overdue Charges and suspension of Services

7.3.1   In the event of a delay in payment, default interest and other compensation shall be paid in accordance with the law.

7.3.2   If any charge owing by Customer under this Agreement is ten (10) or more days overdue, or thirty (30) days or more overdue in the case of payment by invoice, Eurostep may withhold further provision of the Services until Customer has paid all amounts due and outstanding, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, Eurostep has given Customer at least ten (10) days’ prior notice.

8 Intellectual property rights

8.1   Eurostep and/or Eurostep’s licensors hold all rights, including intellectual property rights, to the Services and the software it includes. Unless otherwise set forth in this Agreement, nothing in the Agreement or other documentation between the parties shall be considered to constitute a transfer of intellectual property rights between the parties.

8.2   Eurostep obtains, through Customer’s use of the Services, no intellectual property or other rights to drawings, descriptions or other documentation that Customer or any User stores within the Services.

8.3 Eurostep’s responsibility

8.3.1   Eurostep shall ensure that Customer’s use of the Services does not infringe any copyright, patent or other intellectual property rights. Eurostep undertakes, at its own expense, to defend Customer against any claims or actions regarding infringement of a third party’s rights due to Customer’s use of the Services. Eurostep shall also indemnify Customer for any costs or damages that Customer may become liable to pay as a result of a final judgment or settlement.

8.3.2   The obligation by Eurostep under 8.3.1 only applies if Customer has notified Eurostep in writing of a claim or action within a reasonable time and Eurostep has sole control over the defence against such action and the sole right to negotiate any agreement or settlement.

8.3.3   If a third-party claims that Customer’s use of the Services infringes a third party’s rights, Eurostep is responsible for ensuring that the necessary rights are obtained or that another software is acquired without additional cost, with as little disturbance as possible to Customer.

8.3.4   Unless otherwise stated in this clause 8.3, Eurostep has no liability to Customer for infringements of a third party’s intellectual property rights.

8.4 Customer’s responsibility

8.4.1   It is the Customer’s responsibility to obtain the necessary rights to use Customer’s Software and Customer’s Data within the scope of the Services. The customer undertakes to defend, at its own expense, Eurostep against any claims or actions regarding infringement of a third party’s copyright, patent or other intellectual property rights due to use of Customer’s Software and Customer’s Data within the scope of the Services. Customer furthermore undertakes to indemnify Eurostep against any costs or damages that Eurostep may become liable to pay as a result of a judgment or settlement.

8.4.2   The obligation by Customer only applies if Eurostep has notified Customer in writing of a claim or action within a reasonable time and Customer has sole control over the defence against such action and the sole right to negotiate any agreement or settlement.

8.4.3   Where a third party alleges that the use of Customer’s Software infringes upon the third party’s rights, Customer is responsible for obtaining any necessary rights.

8.4.4   Unless otherwise stated in this clause 8.4, Customer is not liable towards Eurostep for infringements of a third party’s intellectual property rights.

9 Customer’s data

9.1   In the relationship between Customer and Eurostep, Customer is the holder of all rights pertaining to Customer’s Data. Unless otherwise agreed in writing, work in connection with transferring Customer’s Data to Customer during the term of the Agreement is an additional service.

9.2   Eurostep does not assume any liability for Customer’s Data.

9.3   Customer is solely responsible for Customer’s Data. Customer is liable for ensuring that Customer’s Data complies with all applicable laws, guidelines, and recommendations for the Service. Customer is liable for, and shall indemnify and hold Eurostep harmless from and against, all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against, incurred or paid by Eurostep as a result of or in connection with any breach by Customer of its undertakings under this clause 9.

9.4   Eurostep has the right to delete Customer’s Data:

a)   In accordance with clause 16.2.1 at the termination of the Agreement.

b)   After 30 days of giving notice thereof, in the event that Eurostep finds, or have reason to believe, that Customer has handled information in a way that entails a breach of copyright, intellectual property right or which is otherwise to be considered as being unserious or unethical.

c)   After 30 days of giving notice thereof, if Customer in any other way than as described in b) above does not comply with applicable Swedish and/or international legislation with regard to the information which is processed in any way within the Services.

Eurostep has the right to, for technical reasons, access and transfer information in the Services to another data medium. Recovery of backed-up information may take place at Customer’s request for a fee according to the current price list or to what has otherwise been agreed between the parties.

10 Logs

Eurostep keeps a log over the use of the Services. Data from the log may be used by Eurostep for performing and developing the Services, for statistical, administrational and other similar purposes, to clarify misuse or analyse infringements, as well as to provide information to public authorities or for statistical, administrational and other similar purposes.

11 Personal data

11.1   Eurostep is the data controller for login details, any personal data in the log over the use of the Services, and other personal data necessary for Eurostep to provide the Services and perform its undertakings under the Agreement.

11.2   When processing any other personal data within the scope of the Services, Customer is the data controller and Eurostep is the data processor, as further specified in and governed by the Data Processing Agreement contained in Appendix 1 to the Agreement. As data controller, Customer is responsible for ensuring that the processing of personal data is carried out in accordance with applicable legislation. The customer undertakes not to process sensitive personal data within the Services.

11.3   Upon the expiry of the Agreement, the provisions of clause 17 (Winding up the Services) shall apply in regard to personal data.

12 Confidentiality

12.1   Each party (“Receiving Party“) undertakes, without limitation in time, not to disclose confidential information that has been obtained from the other party (“Disclosing Party“), to a third party.

12.2   Eurostep undertakes to only use confidential information for the purpose of maintaining the Services. Eurostep further undertakes to ensure that personnel and sub-contractors have access to confidential information only to the extent necessary for Eurostep to be able to perform its obligations in accordance with the Agreement and applicable legislation.

12.3   Confidential information means every item of information, including Customer’s Data, technical, commercial or of other kind, with the exception of:

a)   Information which was independently developed by Eurostep without reference to Customer’s Data.

b)   Information which is publicly known, or which becomes public knowledge in another way than through a breach by the Receiving Party of this confidentiality undertaking;

c)   Information which the Receiving Party can show has come to its knowledge in any other way than via the Services;

d)   Information which the Receiving Party received or may receive from a third party without being bound by a duty of confidentiality in relation to the third party;

e)   Information which the Receiving Party is obliged under mandatory law, court or government order or binding stock exchange regulations to reveal to public authorities.

12.4   In cases as referred to in 12.3 d) above, the Receiving Party does not have the right, however, to disclose to third parties that the same information has also been received from the Disclosing Party. Unless prohibited by law, the Receiving Party shall notify the Disclosing Party of any legally binding requests for disclosure confidential information held by the Receiving Party.

12.5   The Receiving Party shall ensure that confidentiality, as set forth above, is observed and maintained by entering into confidentiality agreements with employees or taking other appropriate measures. The Receiving Party is also responsible for ensuring that engaged sub-contractors and sub-contractors’ employees that participate in the performance of the Services, or who are otherwise affected by the Services, sign confidentiality obligations on equivalent terms in favour of the Disclosing Party.

13 Liability for the services

13.1   In the event of a fault in the Services for which Eurostep is responsible, Eurostep shall, if possible, remedy the fault with such promptness as the circumstances require.

13.2   If Customer has not been able to use the Services to a significant extent due to a fault in the Services which has been caused by Eurostep, Customer is also entitled to receive, for the period from the notification of the fault and during the time the fault persists, a reasonable reduction in the fee for the Services.

13.3   Eurostep is only liable for faults pursuant to sub-clause 13.1 and 13.2 if Customer has notified Eurostep within a reasonable time after discovering the fault, and has stated and, if necessary, demonstrated, how the fault presents itself.

13.4   If the fault that Eurostep is responsible for under clause 13.1 has not been rectified with such promptness as the circumstances require and Eurostep has been negligent, Eurostep is liable for damages, with the limitations set out in clause 15 (Limitation of liability). Except as stated in clause 13.2, Customer is not entitled to any other compensation than correction of a fault, if possible.

13.5   Unless otherwise follows from the Agreement, Eurostep’s liability for faults or non-performance of service levels does not include faults or defects caused by the circumstances set out below:

a)   Circumstances for which Customer is responsible under the Agreement;

b)   Circumstances beyond Eurostep’s area of responsibility for the Services;

c)   A virus or other security interference provided that Eurostep has implemented security measures in accordance with any agreed requirements or, in the absence of such requirements, in accordance with professional standards.

13.6   If the parties have entered into an agreement regarding agreed service levels, Eurostep is only liable, in the event of non-compliance with the agreed service levels, for a price reduction or liquidated damages in accordance with the terms and conditions of the agreed service levels. Where the parties have not specifically agreed such price reduction or liquidated damages, Customer shall instead be entitled to a reasonable reduction of the fees in accordance clause 13.2. Other than as just stated, Customer is not entitled to any damages or other compensation due to non-compliance of agreed service levels, other than in the event of intent or gross negligence.

13.7   Customer may only invoke remedies under this clause 13, if Customer has notified Eurostep in writing to this effect no later than ninety (90) days after Customer became aware, or should have become aware, of the grounds for the claim.

14 Force majeure

If a party is prevented from fulfilling its obligations under the Agreement due to circumstances beyond the party’s control, including but not limited to lightning strike, labour disputes, fire, natural disaster, changes in regulations, governmental actions, and/or faults or delays in services provided by a sub-contractor due to such circumstances as are stated above, such circumstances shall constitute grounds for release resulting in an extension of the deadline for performance and release from liability to pay damages and other remedies. If the performance of the Services in substantial respects is prevented for a period exceeding two (2) months due to a circumstance stated herein, either party shall have the right to terminate the Agreement in writing, without incurring any liability for compensation. When terminating the Agreement in accordance with this clause, clause 17 (Winding up the Services) shall apply.

15 Limitation of liability

15.1   Should a liability to pay damages arise, a party’s liability for damages is limited, per calendar year, to a total sum equal to fifteen percent (15 %) of the annual fee for the Services in question. A party is not in any event liable for loss of profit or other indirect damage or loss. Furthermore, a party is not liable for the other party’s liability towards a third party, other than as stated in clause 8 (Intellectual Property Rights) or, as regards Customer’s liability, under clause 9.3.

15.2   Eurostep shall not be liable for any loss of data, except to the extent the loss of data is caused by Eurostep’s negligence in performing its agreed commitments regarding backup copying.

15.3   The limitation of liability in this clause 15 does not apply in the event of personal injury, liability in accordance with clause 8 (Intellectual Property Rights) and 9 (Customer’s Data) or in the event of intent or gross negligence.

15.4   Any claims for damages shall be submitted no later than six (6) months from the time the damage occurred, however never later than three (3) months from the expiration or termination of the Agreement.

16 Term and termination

16.1 Term of Agreement

The Services shall be provided as long as there is a valid and running agreement between Eurostep and Customer.

16.2 Termination

16.2.1   Unless the parties agree otherwise, either party may terminate the Agreement no later than thirty (30) days before the expiry of the current agreement term. Otherwise, the agreement is extended each time for a period equal to the current Agreement term.

16.2.2   The confidentiality provisions of this Agreement in clause 12 (Confidentiality) shall continue in effect between the parties regardless of whether the Services is terminated.

16.2.3   Unless otherwise stated in the Agreement, termination shall only be valid if Customer terminates the Services in the subscription portal on shareaspace.com.

16.3 Refunds upon Termination

If Customer terminates the Agreement in accordance with clause 19.2 due to change in the Services, Eurostep will refund Customer any prepaid fees covering the remainder of the term of the terminated Agreement.

17  Winding up the services

17.1   Upon termination of the Agreement, Customer is responsible for collecting Customer’s Data and, when applicable, Customer’s Software at the latest sixty (60) days from the termination of the Agreement.

17.2   As an additional service and to a reasonable extent, Eurostep shall assist Customer with the transfer of Customer Data. Such request shall be made within the 60-day period referred to in the previous paragraph.

17.3   After the expiry of such 60-day period referred to in this clause 17, and unless otherwise is required by law, Eurostep shall delete or anonymise Customer’s Data and destroy Customer’s Software at Eurostep’s premises, or in a different manner making it inaccessible to Customer, within a reasonable time but no later than twelve (12) months from the expiry of the Agreement.

17.4   After expiry of the Agreement, Eurostep shall not process personal data contained in Customer’s Data for any purpose other than to delete or anonymise Customer’s Data.

17.5   Eurostep shall be entitled to reasonable compensation for work under this clause 17 or any required investment in accordance with Eurostep’s current price list. Customer’s obligation to pay for an investment only arises if Customer requests such an investment.

18 Notices

Notices or other communications shall be sent by courier, registered post, or email to the party’s contact person at the addresses specified by such party. Notices are deemed to have been received by the other party:

a)   at the time of delivery, if sent by a courier;

b)   five (5) days after dispatch, if sent by registered post;

c)   at the time the electronic message arrived at the recipient’s email address, if sent by email.

19 Changes to this agreement and the services

19.1   Eurostep reserves the right to change this Agreement and the Services. Eurostep may, without prior notification to Customer, make changes to the Services or the method of providing it, provided that it does not cause customers, in general, more than minor insignificance.

19.2   Other material changes shall be notified within a reasonable period of time to Customer via Eurostep’s website or in another way which is clear to Customer. The changes enter into force thirty (30) days after notification. In the event Customer does not accept changes under this clause 19.2, Customer shall terminate the Agreement in writing no less than seven (7) days before the changes enter into force.

20 Transfer of servicess

20.1   The rights and obligations under the Agreement may not be transferred without prior written consent of the other party.

20.2   However, Eurostep may assign the right to receive payment under the Agreement without Customer’s consent.

21 Governing law and disputes

21.1   This Agreement shall be governed by and construed in accordance with Swedish law, without application of its conflict of laws principles.

21.2   Any dispute, controversy or claim 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.

21.3   The Rules for Expedited Arbitrations shall apply where the amount in dispute does not exceed EUR 100,000. Where the amount in dispute exceeds SEK 100,000 the Arbitration Rules shall apply. The Arbitral Tribunal shall be composed of a sole arbitrator where the amount in dispute exceeds EUR 100,000 but not EUR 1,000,000. Where the amount in dispute exceeds EUR 1,000,000, the Arbitral Tribunal shall be composed of three arbitrators. The amount in dispute includes the claims made in the request for Arbitration and any counterclaims made in the answer to the request for Arbitration.

21.4    The language to be used in the arbitration proceedings and all related documentation and correspondence shall be English and the seat of arbitration shall be Stockholm, Sweden.