Terms of Service
1. Definitions and Interpretations
“Account” means, in these Terms, a personal password-protected account used to identify specific Users during use of the Service.
“Content” means, in these Terms, all documents and all other information provided by a User to the Platform.
“Platform” means, in these Terms, the contract automation platform provided by us at app.precisely.se, or when applicable, at your designated domain.
“Site” means, in these Terms, the website precisely.se.
“Service” means, in these Terms, access to and use of the Platform and/or the Site.
”Precisely”, “we”, “us” or “our” refers to, in these Terms, Precisely AB, company registration no 556963-5286, a company registered under the laws of Sweden, with its registered office at Slussplatsen 1, 411 06 Göteborg, Sweden.
“User” means, in these Terms, your users of the Service.
“You” or “your” means, in these Terms, the legal entity executing these Terms.
“Third Party Applications” means, in these Terms, online, web-based applications and offline software products or services that are (a) provided by third parties, (b) interoperate with us, and (c) may be either separate or conjoined with us and whether or not such are indicated by us as being third-party applications.
The definitions above shall apply in these terms regardless if they are capitalized or not.
2. The Platform
2.1 The Platform is a contract automation platform to manage the complete contract lifecycle, allowing Users to, inter alia,
i. author contracts and set up contract workflows to be shared and used by your entire organization
ii. collaborate with internal and external parties in relation to contracts, and to review, edit and comment on contracts
iii. sign contracts electronically
iv. upload and store contracts in a digital archive, and
v. analyze and monitor contracts and metadata.
3.1 The fees applicable for the using the Platform (“Fees”) are stated in the Proposal. The price stated for the Service excludes all taxes and VAT charges, unless stated otherwise.
3.2 Payment shall always be made in advance for the entire term of Service, i.e. monthly or yearly, unless specifically agreed otherwise. You will pay the Fees in the currency we have quoted in the Proposal
3.3 We are entitled to adjust the prices for the Service from time to time according to the Harmonised Index of Consumer Prices (HICP) Adjusted prices shall take effect upon any subsequent term of Service. Payment shall be made by bank transfer to our bank account or via online payment at the Platform as stipulated in the invoice, as noted on the Platform or as otherwise instructed by us from time to time.
3.4 If you cancel, your Service ends at the end of your current Service period or, if we bill your account on a period basis, at the end of the period in which you canceled. If you fail to cancel as required, we will automatically renew the Service in accordance with the Proposal.
3.5 Unless we notify you otherwise, if you’re participating in any trial period offer, you must cancel the Service by the end of the trial period to avoid incurring new charges. If you do not cancel your Service and we have told you the Service will convert to a paid subscription at the end of the trial period, you authorize us to charge your payment method for the Service.
3.6 Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges after the invoice is overdue. The late charge will be the lesser of 8 percent of the unpaid amount each year or the maximum rate permitted by law. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your Service if you fail to pay in full on time.
4. Changes to the Platform
4.1 We strive to deliver improvements to the Platform to you as soon as possible and do deployments every week. Therefore we reserve the right to modify the Platform at any time including, but not limited to, (i) functionality, (ii) features, and (iii) services, Notice of at least 60 days will be given for major changes that my negatively affect workflow or functionality. The main meta data of the managed contracts and all necessary data on the content of a contract will be preserved.
All new functionality, features or services introduced to the Platform will be subject to what is stipulated in these Terms.
We will take best efforts to keep the Platform operational and fully functional during changes described above.
5. Code of Conduct
5.1 You may use the Platform for lawful purposes only. You agree that when using the Platform or communicating via the Platform you may not use the Platform to post, transmit or otherwise distribute illegal material.
You further agree to the following:
- You shall not defame, abuse, harass, threaten or otherwise violate the legal rights of others or of any third party, including us,
- You shall not in any manner publish, post or – in any other way express – any material or information that is, defamatory, infringing, obscene, pornographic, racist, terrorist, indecent or unlawful,
- You shall not contribute to destructive activities such as dissemination of viruses, spam or any other activity that might harm the Platform, its Users or us in any way,
- You shall not monitor the Service’s availability, performance or functionality for any competitive purpose, meaning, inter alia, that you agree not to access the Service for the purpose of developing or operating a competitive product or service or copying the Service’s features or user interface.
5.2 If we find that you are violating these Terms or any other provisions set up by us or our affiliates, we reserve the right to suspend or revoke your access to the Platform if you were not able to rectify the violation within 60 days.
6.1 The Platform includes functions for uploading, posting, linking and communicating and otherwise making Content available to others. You are at all times responsible for all distribution or other actions under your designated Account(s).
6.2 By uploading Content to the Platform you warrant that you are either the owner of the uploaded Content or that you hold a valid license to such Content from the appropriate rights holder and that the Content or your use of the Content is in no way a violation of any national or international legislation. We will not supervise whether any Content is lawfully uploaded or distributed through the Platform. If you have any complaints or other questions related to any Content, please contact email@example.com.
6.3 By posting Content to the Platform you are aware that, depending on the settings of your Account(s) and as a function of sharing contracts and documents with third parties such Content might be shared with others.
6.4 If Content should be lost and not recoverable within 14 days and it is mainly at fault of Precisely, Precisely will pay as liquidated damage EURO 200,– per document up to 15% of the annual license fee per annum.
6.5 Precisely will provide best practice backup for the database and the files according to current state-of the art.
6.6 We do not take any responsibility with regards to the validity of Content provided by you or any other user.
7. Registration and Accounts
7.1 By registering an Account on behalf of a legal entity the user warrant that such user has the legal capacity to enter into these Terms on the behalf of you and use the Platform as an Admin. For the sake of clarity, since each Account is personal, you are also obliged to ensure that only one physical person may use each individual Account.
7.2 When you register yourself on the Platform you shall provide current, true and complete information requested in the registration form. You are responsible for keeping such information updated and complete.
7.3 You agree that you will be entirely responsible for any and all access or your use of the Platform under your Account(s) and that you are liable for all actions and activities conducted under your designated Account.
7.4 You are responsible for your users’ personal passwords and warrant to treat them as sensitive and confidential information. We further advice you to use personal passwords with sufficient password strength and to change the personal passwords at regular intervals to prevent unauthorized access.
7.5 We reserve the right to terminate any Account(s) if activities occur which constitutes or may constitute a violation of these Terms or of any applicable local or international laws, rules or regulations if you are not able to rectify the violation within 60 days.
8. Intellectual Property
8.1 The Platform and its original content, features, functionality, and design elements are and will remain the exclusive property of Precisely and it’s licensors. Our intellectual property may not be used in connection with any product or platform without the prior written consent of Precisely.
8.2 The User generated meta data belongs solely to the User.
9. Limitation of Liability
9.1 We are, with the limitations set out below, liable towards you for damages caused by our negligence, regardless of what legal ground you use for such claim.
9.2 Unless set out in the Agreement, we are not liable for damage caused by modifications or changes to the Service made according to your instructions or performed by anyone other than us (including but not limited to changes made by you or on your behalf).
9.3 We are not, under any circumstances and with the exemption of Sec. 7 above, liable for your loss of profit, revenue, savings, or goodwill, loss due to operational, power or network interruptions, loss of data, your potential liability towards a third party or indirect or consequential damages of any kind.
9.4 Except for breaches referred to in Appendix 1, the mutual total and aggregate liability under these Terms is, for each calendar year and regardless of the number of damages, limited to the fees paid by you during the 12 months period prior to the time when the damage(s) occurred.
9.5 We are not liable for damages unless you notify us in writing thereof no later than 120 days after you noticed or should have noticed, the actual damage or loss, however no later than one (1) year from when the damage occurred.
9.6 For the avoidance of doubt, you acknowledge and agree that any and all agreements between you and any other party is made on your own risk and that we are not responsible for any of your loss or damage in relation to such agreements. Neither the templates provided by us, nor any Content, are intended as legal advice and we recommend third party supervision before using the documents for any purpose. We undertake no responsibility with concern to the legal outcome when using the Platform or Content.
10. Personal Data
10.1 You acknowledge that you are the data controller for any personal data processed by us on behalf of you in relation to the Service and that we are considered to be your data processor. We and you have therefore agreed to enter into the Data Processing Agreement (Appendix 1), which shall remain effective independently of the Terms otherwise for as long as we process personal data on behalf of you.
The requirements of the processing of personal data outside of the European Union based on the CJEU 16.07.2020 C-311/18 decision will be met by the parties.
11.1 Precisely shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriate the intellectual property rights of a third party (a “Claim Against You”), and shall indemnify You for any damages, attorneys’ fees and other costs finally awarded against You as a result of, and for amounts paid by You under a court approved settlement of, a Claim Against You; provided that You:
- promptly give Precisely written notice of the Claim Against You;
- give Precisely sole control of the defense or settlement of the Claim Against You( provided that You may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and
- provide to Precisely reasonable assistance, at Precisely’s expense. If Precisely receives information regarding an infringement, misappropriation, or other claim, Precisely may at Precisely’s discretion, and at no cost to You:
i) modify the Services, so that they no longer infringe, misappropriate, or give rise to any other claim;
ii) obtain a license for Your continued use of the subject Services in accordance with these Terms ; or
iii) terminate Your Subscription for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated Subscription.
11.2 Precisely shall have no obligation to indemnify You to the extent any Claim Against You arises from Your breach of these Terms.
11.3 You shall defend Precisely against any claim, demand, suit or proceeding made or brought against Precisely by a third party alleging that the User Data, or the use of the Services by You are in breach of these Terms, infringe or misappropriate the property rights of a third party or violates Applicable Law, and shall indemnify Precisely for any damages, attorneys’ fees and other costs finally awarded against Precisely as a result of, or for any amounts paid by Precisely under a court-approved settlement of a claim against Precisely, provided that Precisely:
- promptly gives You written notice of the claim against Precisely;
- give You sole control of the defense or settlement of the claim against Precisely (provided that You may not settle any claim against Precisely unless the settlement unconditionally releases Precisely of all liability); and
- provides You with all reasonable assistance, at Your expense.
12.1 “Confidential Information” means (a) any technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure; (b) any product information of Precisely’s Services as well as data transferred via the Services; (c) in addition to the above, Confidential Information shall also include, and the Parties shall have a duty to protect other confidential and/or sensitive information which is (I) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (II) disclosed in any other manner and identified as confidential at the time of disclosure and which is summarized and designated as confidential in a written memorandum delivered within 30 days after the disclosure; and (d) excludes any information that is (I) is in possession of a Party prior to its receipt from the other Party; (II) is or becomes publicly known without a breach of this section 12.; (III) is developed independently by the other Party; or (IV) is received from another source who can disclose it lawfully and without an obligation to keep it confidential.
12.2 The Parties shall only use the Confidential Information for the Purpose and shall not disclose the Confidential Information to third parties. Either Party may disclose the other Party’s Confidential Information if required by law as long as the other Party will be informed promptly by written notice (to the extent permitted by law) of the requirement prior to the disclosure and assistance will be provided to the other Party in obtaining an order protecting the information from public disclosure. Neither Party shall reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Confidential Information.
12.3 The Parties acknowledge that the Confidential Information is a valuable, special, and unique asset for each Party which shall be protected with the highest standard of care. Therefore, the Parties agree that they shall not disclose, utilize, employ, exploit or in any other manner use the Confidential Information disclosed by the other Party for any other reason than the Purpose. The Parties shall limit disclosure of Confidential Information within their own organization to those directors, officers, partners, contractors and/or employees having a need to know and shall not disclose Confidential Information to any third party without prior written consent of the other Party. Before disclosure, each Party must ensure that the recipients are required to protect the Confidential Information on terms as protective as this section 12. and accept responsibility for each recipient’s use of Confidential Information. Upon request, the Parties shall provide each other with a complete and updated list of all such recipients. The Parties shall take reasonable measures to protect the secrecy of and avoid disclosure and/or unauthorized use of the Confidential Information. A Party shall promptly notify the other Party of any actual or suspected unauthorized use or disclosure of the Confidential Information.
12.4 In the event that a Party discloses Confidential Information in violation of this section 12., the Party in breach shall notify the other Party in writing of such disclosure immediately upon discovery of the violation and no later than 5 business days after such disclosure.
12.5 Neither Party shall be obliged to disclose or provide any Confidential Information to the other Party. Nothing in this section 12. shall obligate the Parties to purchase any service, goods, or intangibles from the other Party or to proceed with any transaction between them or contemplated by this section 12.
12.6 ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” THE PARTIES MAKE NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ITS CONFIDENTIAL INFORMATION. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT TO DISCLOSE ALL CONFIDENTIAL INFORMATION PROVIDED TO THE OTHER PARTY. THE PARTIES SHALL INDEMNIFY AND DEFEND EACH OTHER FROM ALL THIRD-PARTY CLAIMS RESULTING FROM THE NEGLIGENT OR WRONGFUL DISCLOSURE OF THIRD PARTY’S CONFIDENTIAL INFORMATION.
12.7 All documents and other tangible objects containing or representing Confidential Information and all copies of them shall be and remain the property of the disclosing Party and shall be promptly returned to this Party or destroyed (with proof of such destruction), each within 14 days of the written request or upon the termination of the Parties’ business relationship.
12.8 Nothing in this section 12. is intended to grant any rights in or to the Confidential Information, including without limitation, under any patent, copyright, or other intellectual property right of the other Party.
12.9 Each Party acknowledges that any violation or threatened violation of this section 12. may cause irreparable injury to the other Party, entitling the other Party to seek injunctive relief in addition to all legal remedies.
13. Duration And Termination
13.1 These Terms are considered to be in effect from the day you accept them, i.e. when you first access or use the Platform and cease to be in effect when you terminate your Account(s). Upon termination, your right to use the Platform will immediately cease. Upon termination you have the right to export all your data, in which we will assist you if needed.
14.1 If any provision of these Terms between us and you is held to be invalid or unenforceable, such provision shall be limited, modified or severed to the minimum extent necessary to eliminate its invalidation or unenforceability so that these Terms otherwise remain in full force, effect and enforceable.
15. Dispute resolution
15.1 Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce for expedited arbitration procedure.
The seat of arbitration shall be Stockholm, Sweden.
The language to be used in the arbitral proceedings shall be English.
This contract shall be governed by the substantive law of Sweden.
Effective date: September 21st 2021
Sub-Appendix A – Instructions on Processing Personal Data
In addition to what is set forth in the DPA and the Main Agreement, the Controller instructs us to process Personal Data in accordance with the instructions below:
|Purposes of the processing||Precisely provides a contract automation platform to manage the complete contract lifecycle, allowing Users to, inter alia, i) author contracts and set up automated contract templates to be shared and used by your entire organization ii) collaborate with internal and external parties in relation to contracts, and to review, edit and comment on contracts iii) sign contracts electronically iv) upload and store contracts in a digital archive, and v) analyze and monitor contracts.|
Personal Data relates to Users, your contract counterparties and/or advisers, and is processed in order to a) manage, simplify and streamline their contract process, b) to maintain your relationship with us, c) to manage your subscription to the Platform and/or other services provided to you by us and to d) ensure that your Users have proper instructions on how to use the Platform.
|Types of personal data||Name, title, work place, email address, phone number, and personal identity number relating to your Users and your contract counterparties.|
As to contracts stored in the Platform, Personal Data included therein (and thereby processed by us) may vary depending on which type of document you upload.
|Categories of data subjects||Your employees, advisors and consultants, your counterparties and their representatives that are mentioned in relation to your contracts, and other persons you mention in your contracts, which are processed through the Platform.|
|Duration of the processing.||Personal Data that we process on your behalf will be processed until deleted through the Platform, or as per your instructions.|
Effective date: May 25th 2018
" By empowering all our departments with self-service automated contract templates, we’ve drastically increased our efficiency and at the same time improved risk management."Christoffer Lötebo, CEO at Precis Digital
" Having all our contracts in one place means a lot when we are approaching investors. It has a direct effect on our valuation and indirectly in growing our business even further."Edvin Brobeck, CEO at Mapiful