Last revised: September 11, 2020
These General Terms govern and apply to the entire contractual relationship between the User and SME Climate Hub and are incorporated in the Agreement between the User and SME Climate HubThese General Terms will in all respects replace and supersede any previously agreed general terms and conditions between the User and SME Climate Hub with effect also for any previously agreed Order Forms and for any otherwise previously ordered products or services, and any such previously agreed Order Forms or other products or services will thus in all respects be governed by these General Terms.
“Agreement” means the agreement between the User and SME Climate Hub regarding the Services.
“SME Climate Hub” means the legal entity Meta Mind AB (556967-7361).
“User” means the legal entity who starts the subscription of Services provided by SME Climate Hub and who has assumed payment responsibility for the Services.
“Initial Period” means the initial contract period during which the User subscribes to the Services.
“Renewal Term(s)” means successive renewal periods during which the User prolongs its subscriptions to the Services.
“Services” means the web based software service SME Climate Hub, versions thereof, and associated services related thereto, including but not limited to Training, Consultancy, Customized Development, Professional Services, Support Services, provided to the User by SME Climate Hub in accordance with this Agreement and with the content and features as described on www.smeclimatehub.org or any local versions thereof.
“Users” means those individuals who are authorized by the User, and who are the User’s employees, agents or contractors, to access and use the Services on behalf of the User.
3. Services and right to use
3.1 Subject to the terms and conditions of this Agreement, the User is given a non-transferable, non-exclusive, non-sublicensable, limited term, world-wide right to permit Users to access and use the Services subject to the terms of this Agreement.
3.2 The Services will be made available to the User during the term of the Agreement and only after entering the Agreement. The User is aware that SME Climate Hub may at any time implement new versions and upgrades of the Services.
3.3 SME Climate Hub will use commercially reasonable efforts to make the Services available over the Internet 24 hours a day, 7 days a week but cannot guarantee that the Services will be uninterrupted or error free. Measures that may affect the aforementioned accessibility are inter alia scheduled maintenance, which SME Climate Hub will schedule to the extent practicable during the weekend or outside normal business hours (Sweden (CET)) unscheduled emergency maintenance and any other cause beyond SME Climate Hub’s reasonable control, including but not limited to the User’s access to the Internet.
4. User support
4.1 SME Climate Hub will, as part of the Services and at no additional cost to the User, provide the User with SME Climate Hub’s standard User support service. The User support service will be provided during normal business hours (Sweden (CET)) on days when commercial banks are open to the general public in Sweden.
5. The customer’s obligations
5.1 The User may only and represents and warrants that it will only, use the Services in accordance with (a) this Agreement; (b) any of SME Climate Hub’s use policies (as applicable and amended by SME Climate Hub from time to time).
5.2 The User is responsible for Users’ compliance with this Agreement and the Users’ use of the Services. The User shall furthermore always comply with SME Climate Hub’s security, administrative and ethic codes, policies and regulations as notified by email, as made available within the Services or in any other manner.
5.3 The User shall not use, or permit the use of, the Services in any way that could damage, overburden, disable, impair or otherwise hinder or interfere with SME Climate Hub’s provision of the Services. It is the responsibility of the User to ensure the security of the User’s passwords and equipment used to access the Services.
5.4 The User may not provide access to the Services to any third party except for a third party that is acting as a consultant providing services to and on behalf of the User. The User is responsible for its consultants’ acts and omissions if and when such consultant is provided access to the Services.
6. Intellectual property rights
6.1 SME Climate Hub shall hold title to any and all intellectual property rights and technical solutions in or relating to the Services. Such intellectual property rights and technical solutions may only be used by the User in the manner stated in this Agreement. Under no circumstances shall the User or a third party acquire any intellectual property rights to the Services or to the software or technical solutions used in the Services, or to any trademark or any other business mark belonging to or used by SME Climate Hub. Access to the Services is only granted as explicitly set out herein and the User thus only receives the limited right to use the Services for the duration of this Agreement and in accordance with the terms of this Agreement. Any rights not expressly granted herein are reserved by SME Climate Hub.
6.2 SME Climate Hub shall own all suggestions, requests, recommendations, improvement or enhancement request or other input or feedback provided by the User or any other party relating to the Services, and the User hereby makes and/or undertakes to make all assignments and take all reasonable acts necessary to accomplish the foregoing assignment to and ownership by SME Climate Hub.
6.3 The User shall not, directly or indirectly, (i) modify, decompile, disassemble or reverse engineer the Services or attempt to discover the code and/or underlying structure, ideas or algorithms of the Services or any software, data or documentation related to or provided with the Services; (ii) modify, translate or create derivative works based on the Services; (iii) access or use the Services to build (or support or assist a third party in building) any product or service competing with the Services; or, (iv) in any way transfer or encumber rights to the Services. The User shall use the Services explicitly for its internal business operations and not for the operations of a third party, e.g. as a service bureau or timesharing service.
7.1 SME Climate Hub owns the right to disclose the fact that the User is a User of SME Climate Hub and the User agrees that SME Climate Hub may use the User’s name and logo to identify the User as a User of SME Climate Hub on www.smeclimatehub.org and in other promotional and marketing material.
8. Delivery refusal
8.1 In addition to what is otherwise agreed under this Agreement, SME Climate Hub reserves the right to immediately suspend the delivery of the Services or to immediately close all the User’s accounts and terminate the Agreement if the User uses or has declared its intent to use the Services in violation of the Agreement, any laws or regulations.
8.2 Any suspension of the Services by SME Climate Hub will not relieve the User of its payment obligations under this Agreement.
9.1 Each party agrees that it will, during the term of the Agreement and thereafter, not use or divulge, disclose or communicate to anyone, without the express written prior authorization of the other party, any information designated proprietary, internal or confidential in nature or otherwise not generally known, relating or pertaining to the other party’s business, organization or operations that a party may have acquired, directly or indirectly, during the term of the Agreement. Nothing contained herein will in any way restrict or impair either party’s right to use, disclose, or otherwise deal with any proprietary information and/or confidential information which at the time of its receipt is generally available in the public domain, or thereafter becomes available to the public through no act of the receiving party.
9.2 The provisions under this section 9 shall survive any expiration, termination or cancellation of this Agreement.
10. Limited warranty
10.1 SME Climate Hub warrants that the Services will under normal use and circumstances perform substantially and materially in accordance with how the Services are presented on www.smeclimatehub.org.
10.2 Except for the express warranties set forth in section 10.1 above the Services are provided on an “AS IS” basis and with all faults. To the furthest extent permitted under applicable law, SME Climate Hub expressly disclaims and excludes from the Agreement all other conditions, terms and/or warranties of any kind with respect to the Services, whether express or implied, including without limitation any conditions, terms and/or warranties for merchantability of the Services and/or for the fitness of the Services for a particular purpose and/or the correspondence of the Services to any description and/or that the Services will be uninterrupted and/or error free and/or completely secure. The User acknowledges that there are risks inherent in Internet connectivity that could result in the loss of privacy, confidential information and property.
11. Limitation of liability
11.1 SME Climate Hub shall not be liable for loss of profits, business, contracts, revenue or anticipated savings or any other indirect or consequential costs, losses or damages. Such limitation shall however not apply to the extent that such costs, losses or damages are shown to have been caused by SME Climate Hub with intent or gross negligence.
11.2 In the event of major defects that seriously impede the User’s use of the Services and that are attributable to SME Climate Hub, SME Climate Hub undertakes to use its best endeavours to rectify such defect without unreasonable delay. In the absence of intent or gross negligence by SME Climate Hub, SME Climate Hub otherwise assumes no responsibility for defects, interruptions or deficiencies in the Services. The User shall not be entitled to a reduction in payment (or repayment of fees paid), or to damages or other sanctions in the event of operational disruption or errors that impede data traffic or otherwise the use of the Services, unless caused by SME Climate Hub with intent or gross negligence.
11.3 SME Climate Hub’s liability under this Agreement shall under all circumstances be limited to an amount that, together with amounts associated with all other claims from the User, corresponds to the lesser of the agreed fees paid by the User for the Services during the period of six (6) months immediately prior to the breach of contract that entitles the User to damages.
12.1 Either party may terminate this Agreement by giving to the other party a 7 days written notice of termination.
12.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
13.1 SME Climate Hub reserves the right to amend these General Terms and such amended General Terms will thereafter govern and apply to the entire Agreement and in all respects replace and supersede any previously agreed general terms and conditions between the User and SME Climate Hub. The User shall be informed of such amendments by email and the User shall be deemed to have received such notice within two (2) weeks of the notice being sent by email. Where the User does not accept the amendment, the User shall be entitled, within thirty (30) calendar days from the date the email was sent, provided that the changes have a material adverse effect on the User, to terminate the Agreement with immediate effect. Where the Agreement is not terminated by the User within the aforementioned time, the User shall be deemed to have accepted the new terms and conditions of the Agreement.
14.1 Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding the above, SME Climate Hub shall be entitled, in whole or in part, to assign its rights and obligations under the Agreement without the User’s prior consent (i) to a company within the same group of companies as SME Climate Hub; or, (ii) in connection with a sale of all, or substantially all, of the assets of SME Climate Hub to a third party.
15.1 This Agreement shall be governed by the laws of The Kingdom of Sweden without reference to its principles on conflict of laws.
15.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof shall be settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce, the “SCC Institute”. However, the parties may elect to initiate court proceedings concerning non-payment. Where the amount in dispute does not exceed EUR 100,000 the SCC Institute’s Rules for Expedited Arbitrations shall apply. Where the amount in dispute exceeds EUR 100,000 the rules of the SCC Institute shall apply. Where the amount in dispute exceeds EUR 100,000 but not EUR 500,000 the arbitral tribunal shall be composed of a sole arbitrator. Where the amount in dispute exceeds EUR 500,000 the arbitral tribunal shall be composed of three (3) arbitrators. The amount in dispute includes the claimant’s claims in the request for arbitration and any counterclaims in the respondent’s reply to the request for arbitration.
15.3 The place of arbitration shall be Stockholm, Sweden. The arbitration proceedings shall, if not otherwise agreed, be conducted in the Swedish language if the User is Swedish and otherwise in the English language.
16. Processing of personal data
16.2 Where SME Climate Hub acts as a data processor, such processing shall be regulated in a data processing agreement.