These Terms and Conditions (TC) regulate your use of agreed software and fully or partially integrated Additional Services, collectively referred to as the Services. The Services are provided by vloxq AB (vloxq). You purchase access to these services directly from vloxq. These TCs apply between vloxq and you and regulate vloxq’s obligations towards you as a Customer and your obligations as a Customer and User of the Services. In TV there are concepts with initial letters. In case where the terms are not defines directly in the text, the definitions can be found below in paragraph 18.
The Customer received access to the Services when these TCs have been accepted, which takes place when signing the agreement.
TC applies regardless of whether the software has been provided free of charge or against payment.
Messages and information about the Services are provided via the Service or as a message in the Services’ interface. Notice can also be given on the relevant website.
The message is to be considered delivered when it has been published.Examples of messages are information about malfunctions, new versions, other information about the software, support or change in terms. vloxq may also, at its option, send a message via e-mail or post. In that case, the message is to be considered as delivered when sent from vloxq.
Message applies immediately, unless otherwise states in the message.
Notice from the Customer to vloxq regarding TC is primarily sent via e-mail to the address specified on vloxq’s website. You can also reach us on weekends Monday to Friday 08:00 – 17:00 on the phone numbers listed on vloxq’s contact page.
The Services are provided as “Software as a Service” (SaaS), where the Customer purchases a subscription to the Service. When purchasing subscriptions, the Customer is given the right to access the Service and the righ to use them in the manner set out in the TC. All parts of the Services are regulated by TC, including parts that are added, purchased or used at a later time.
The Customer receives a limited, terminable, non-exclusive and non-transferable license to use the Services in accordance with TC for the Customer’s internal business operations against payment of fees in accordance with the price list in force at any given time or in accordance with agreements. Payment of fees according to agreement and fulfillment of TC is a necessary condition of the right to use the Services.
The Services are provided as is. The right to use the Services is not conditional on or dependent on any particular version of the Services or function at any particular time, but provides access to and the right to use the Services as they are provided at any given time. The provision of the Services is not conditional on the delivery of future versions or functionalities, nor is it dependent on publications, materials or comments relating to the same made by or for vloxq.
vloxq reserves the right, as its sole discretion, to make improvements, additions and changes, or to remove functionalities, or correct errors or deficiencies in the Service.
vloxq disclaims liability arising from such measures. If such a change would occur and puts functions out of play or removes such a function that forms an essential part of the Services permanently, the Customer has the right to terminate the subscription immediately. The Customer is then entitled to a proportionate refund of fees paid in advance in respect of the part of parts of the Services that have been affected.
vloxq reserves the right to change the terms of the TC and other terms for delivery of the Services with 60 days’ notice. If Customer does not accept such a change, the subscription of the Services may be terminated in accordance with clause 9 of these TC. The Customer is entitled to a proportional refund of fees paid in advance, which thus could not be used by the Customer.
In the event of cancellation of an order after a signed agreement, vloxq reserves the righ to invoice actual costs and 25% of the start-up fee as well as subscription fee for the first three months.
Under no circumstances does the Customer have the right to transfer or assign, in whole or in part, any license for the Services to third parties, (including but not exclusively in mergers and demergers, bankruptcy, change of ownership or control or to related companies) without written approval obtained from vloxq before that.
When the Customer has purchased a subscription of the Services and accepted the TC, the Customer is entitled to use the Services during the subscription period for as many users as the Customer has purchased a subscription for. The Customer may, at its own discretion, purchase the right for more Users to use the Service or the right to use fully or partially integrated Additional Services in accordance with the price list or agreement in force at any time.
Only Users with a paid and valid subscription have the right to use the Service. User licenses are issued to individually named Users. User accounts are created and administrated by the Customer. User licenses may not be share or used by more than one (1) User, but the Customer is free to transfer a user license from one User to another. vloxq reserves the right to control the number of user licenses used.
Each User is responsible for the confidentially and accuracy of login information and other account information. The Customer and / or the User must inform vloxq immediately in the event of unauthorized access to login information.
The Customer is aware that use of the service presupposes access to such software, equipment and communication services as are required to use the services. These can be found on vloxq’s website or communicated by vloxq on request.
Users shall not transmit viruses, worms or malicious code of any kind to the Services or by using the Services. The services may not be used for any illegal or unauthorized purpose. Users shall not violate any legislation in the relevant jurisdiction(s), including but not limited to copyright law or the transfer of offensive, threatening, infringing, defamatory or other offensive data to the Services.
vloxq shall provide the Customer with the services form the Starting Day, which is done by vloxq providing the Customer with login information and / or any other instructions. The start date occurs when vloxq has made the necessary login information and other instructions for accessing the Services available to the Customer without requirement for any special approval from the Customer. Additional services can be made available at a separate time. This then does not affect the Start Day.
The Customer’s use of the Services may mean that personal data is transferred from the Customer to vloxq. The customer is then (according to the EU General Data Protection Regulation “GDPR”) to be regarded as the person responsible for personal data and vloxq as the personal data assistant. According to GDPR, a special agreement “Data Processing Agreement” regarding such transfer and processing must be established between the parties with e.g. the instructions that are to apply to the treatment. The Data Processing Agreement that shall apply regarding the Customer’s use of the Services together with these TC’s is attached as an appendix to these TCs.
The Customer holds all rights to the Customer’s data and vloxq receives no rights, other than what appears from TC, to the Customer’s data or part thereof. vloxq has the right to use the Customer’s data to deliver the Services to the Customer during the contract period.
vloxq may collect information from the use of the services via automated data collection tools. vloxq collects and uses such information for the purpose of securing, maintaining and improving products and services as well as for statistics and analyses of various kinds.
The Customer hereby expressly agrees that vloxq may collect and display and transfer Customer’s identification data and profile information to vloxq’s database and share the information with others. If the Customer does not wish to be registered in vloxq’s database, the Customer must contact vloxq.
Unless otherwise stated in these TCs, vloxq will not sell, rent, lease or otherwise make collected Data available to third parties, except in the following situation; (i) to comply with the law, ordinance or regulation, or to respond to a legally binding request from an authority or police, such as a court order, decision or injunction; (ii) to investigate or prevent security threats or fraud; (iii) in the event of reorganization, merger, sale or purchase of all or part of vloxq, then personal information may be disclosed as part of the reorganization or merger or actual and future purchasers. vloxq will in named cases ensure that such parties comply with the conditions set out herein, and announce that information has been disclosed.
Unless otherwise stated in the Agreement, fees and invoicing periods for the Services follow the prices made available by vloxq at any time.
Subscription fees are normally charged three months in advance, unless otherwise stated. The parts of the Services that, where applicable, have a fee per transaction are normally charged in arrears. vloxq reserves the right to change the price of the Services of future periods.
Payment terms are normally 20 days. Fees, such as invoice fees, are charged in accordance with the terms and conditions applied by vloxq at any given time. VAT is added to the stated prices. 2
Interest on arrears is a reference interest rate set by the National Bank plus 8 percentage points.
The Subscription is valid from the Starting Day. Unless otherwise stated in the Agreement, the Agreement is valid for three (3) months, after which the period is automatically extended by (3) months at a time unless either party terminated the Agreement in writing no later than thirty (30) days before the end of each agreement period.
The Customer can increase the number of areas of use and users at any time. The agreement period as above also includes the new users. Compensation is based on the Start Day.
Termination of this Agreement, either in its entirety or by certain parts or a certain number of Users, shall be in writing and applies from the day the other party received notice of termination. Any fees paid in advance will not be refunded. As a customer, you are responsible for saving the electronic receipt on terminated agreements that are always sent to the customer via e-mail.
Upon termination of the subscription, the Customer’s access to the Services will be blocked after the last active subscription day.
The customer can reduce the number of areas of use and users only after the initial contract period has expired. In the event that a request is made for the subscription to cover a small number of users than those who are subscribed to by the customer in total, such a reduction must be notified in writing no later than 30 days before the next contract period. The number of possible users and logged in users will then be adapted to the new desired number of users.
In cases where the Customer wishes to export the Customer’s data, this must be done before the last active subscription day. If the Customer wishes the help of vloxq in getting Data exported, this is done at a current consulting rate according to the current price list. After the last subscription day, the Customer’s Data in the service will be deleted and it is up to the Customer to save the information in another way.
Terminated subscriptions agreement can be re-signed. Re-signed agreement automatically means a new binding period of three (3) months.
vloxq may terminate this Agreement with immediate effect if the Customer is in arrears with payment of fees, is insolvent, is bankrupt or for some other reason is unable to fulfill its payment obligations or if the Customer violates this agreement. vloxq then has the right to shut down the Services completely with immediate effect.
vloxq is committed to providing safe and reliable services and strives to provide adequate administrative, physical and technical security measure at all times.
vloxq is constantly developing its products so that Customers have access to the best possible software.
The subscription ensures that the Customer has access to the latest versions of the software and also the right to help with updating for a fee according to the current consulting rate or according to agreement.
The agreement gives the right to administrator support regarding handling problems with the product.
Unless otherwise agreed, vloxq provides product support via the Internet, e-mail and telephone on Monday to Friday 08:00 – 17:00. Support questions via e-mail are normally answered no later than the next working day. Support matters received by telephone are prioritized first come first serve.
The day before a holiday, vloxq reserves the right to keep the support close, if this should happen, this will be announced on vloxq’s website.
Support refers to help with handling problems with standard products from vloxq’s product range.
Support for Customizations is given within the warranty period of eights (8) weeks, after which Customizations are handled according to the current consulting rate. What is meant by Customizations is stated in your agreement.
Support is provided to the Customer who is appointed as a vloxq administrator.
vloxq’s obligations do not include giving instructions or educating the User if necessary information is found in the Services’ help texts, workflows on the Internet or in other media, to make customer-specific adjustments in the Service, to remedy errors that have occurred due to actions performed by other than vloxq’s staff, or incorrect handling, remedy errors caused by a product / service form a third party connected to the Service or remedy errors that have arisen due to errors in the Customer’s technical equipment or errors cause by malicious code. Furthermore, vloxq has no obligation to remedy errors in networks, operating systems or other software provided by third parties. In other words, support does not include Windows, MS Office, printers or e-mail software etc.
All contributions from vloxq must be in reasonable proportion to the subscription fee.
vloxq - or its licensors - are the sole proprietors of all intellectual property rights (IPR) attributable to the Services. IPR includes but is not limited to copyright, patents, trademarks, companies, designs and product design, source code, databases, business plans and know-how, whether registered or not. All documentation, including manuals, user guides, or other written, electronic or non-electronic, descriptions of how the Services are established and used (Documentation) is considered part of the Services and is subject to the same restrictions. All copyrights, trademarks, registered trademarks, product names, companies or logos set forth in the Services or in connection with the Services are the property of their respective owners.
vloxq does not claim any intellectual property rights, or title of any kind, to Data owned by the Customer that is transferred to the Services.
If vloxq is held liable for the payment of compensation to the Customer as a result of a breach of any obligation arising from TC, such compensation shall in no case include compensation for indirect loss or consequential damages, or damages of any kind arising from, or is a results of such breach of contract, including but not limited to any loss of Data, loss of production, loss of revenue or profit, or third party claims or government decisions, even if the Customer has been informed of the risk of such damages. vloxq's liability under AV is limited to direct damage, except where otherwise provided by mandatory law, such as in the case of damage caused by gross negligence or intent. All refunds and compensation for direct damage as well as direct losses and costs during each 12-month period shall never exceed an amount corresponding to 12 months' Subscription Fees for the Services during the same period. Such repayment or compensation can also not exceed a price base amount according to chapter 2 6§ of the Social Insurance Code.
The service may be integrated with third party applications, websites and services ("Third Party Applications"), for the purpose of making content, products and / or services available to the user. These Third-Party Applications may have its own terms of use and privacy policies and the use of these Third-Party Applications is governed by and is subject to such terms and privacy policies. vloxq is not behind and is not responsible for the behaviors, functions or content of any Third-Party Application or for any transaction that the user may enter into with the provider of such Third-Party Application.
If the Customer infringes on vloxq's or third party IPR, or uses the Services in a manner inconsistent with TC, the Customer shall pay an amount equal to the higher of the equivalent of the Subscription Fees for five years in respect of the current licenses or actual damage. The customer confirms that vloxq may suffer irreparable damage in the event of infringement or damage to IPR, and that vloxq or its licensors shall have the right to use all reasonable measures to protect their commercial interests, and their property, including all measures possible under law. The same shall apply if the Customer has, or has attempted to obtain information or data to which the Customer is not entitled according to TC.
vloxq shall defend the Customer against claims or processes where a third party has made claims according to which the Customer’s use of the Services under TC is in breach of, or infringes, a third party’s patent, copyright or other intellectual property right. The customer must immediately notify vloxq of such a requirement. vloxq shall, insofar as vloxq is liable, indemnify the Customer for all costs, fees, damages, expenses or loss incurred by the Customer in accordance with court settlement or ruling, including legal costs, provided that the Customer cooperates with vloxq at the expense of vloxq has full control over the legal process and / or settlement, and that the settlement releases the Customer from all responsibility. vloxq, may in its sole discretion (i) modify the Services so that they are no longer in conflict, (ii) replace the Service with a functionality equivalent to the Services, (iii) obtain a license for the Customer’s continued use of the Services or (iv) terminate the Customer’s Account for the Services against a refund of any subscription fee paid in advance for License Periods exceeding the expiration date. The customer does not have the right to make any other claims due to infringement of third-party rights.
The above shall not apply if the Services have been used in violation of TV or if claims arise due to modification, integration or customization of the Services not performed by vloxq.
The Customer shall defend vloxq against claims or processes where a third party has made claims based on the Customer’s Data, or use of the Services being in violation of TC, in violation of or infringing the third party’s patent, copyright or other intellectual property right, or is in violation of applicable law. vloxq shall immediately notify the Customer of all such claims. The Customer shall reimburse vloxq for all costs, fees, damages, expenses or losses incurred by vloxq according to a court settlement or ruling, including legal costs, provided that vloxq cooperated with the Customer at the Customer’s expense, and gives the Customer full control of the legal process and / or the settlement, and that the settlement releases vloxq from all responsibility.
Each party undertakes not to disclose to third parties without the written consent of the other party such information about the other party’s activities which may be regarded as trade or professional secrets or which by law is subject to confidentially (“Confidential Information”).
A party is responsible for its respective employees’ and consultants’ compliance with the provisions set out herein and shall through confidentiality in connection with these or other appropriate measure, ensure that eh confidentiality of the Agreement is observed.
The parties’ obligation to secrecy under the Agreement applies during the term of the agreement and also for a period of five (5) years after the agreement has expired.
vloxq guarantees that the Services will work mainly as described. The Customer and vloxq agree that he Service and the delivery thereof are not completely free from errors and that improvements to the Services are an ongoing process. The Customer agrees that the Services are delivered in their condition and are used to the Customer’s own risk.
vloxq does not guarantee that the Services meet the Customer’s requirements, that they function correctly with the Customer’s choice of equipment, systems or settings, not that it is not interrupted or free from errors. The customer is responsible for ensuring that third-party programs such as browsers, PDF readers, toolbars, anti-virus programs and firewalls are installed correctly and allow traffic to websites referred by vloxq. Furthermore, it should be noted that the use of the Internet to use the Services is neither installed, maintained nor established by vloxq, and that vloxq has no control over the Internet. Vloxq is not responsible for interruptions or disruptions in the operation of any part of the Internet, nor is it responsible for any regulation of the Internet. vloxq shall take all reasonable measures deemed appropriate to remedy and avoid such incidents, however, vloxq does not guarantee that interruptions will not occur. vloxq is not responsible for the performance of Internet services or how ISPs perform their services.
If the Services do not operate in accordance with the above limited warranty, vloxq shall correct any errors or deficiencies found in the Services at its own expense. vloxq fixes reported bugs in the Services that seriously affect the operation of the Services as soon as possible. vloxq, however, reserves the right to decide when and how an error should be corrected and when and how action should be performed. vloxq rectifies errors that do not seriously affect the Customer’s use of the Services and / or the Function of the Services, at the earliest in the next official version of the Services.
The Services are provided as is and neither vloxq nor any other of its licensors provide any warranty, either express or implied, as to the suitability for any particular purpose or system integration capabilities. No claims other than those specifically set forth in TC have been made with respect to the Services, and Customer shall not rely on any claims not expressly stated in TC.
Links to websites that are not owned or controlled by vloxq appearing in the Services or the accompanying websites or Documentation are provided for convenience only. vloxq is not responsible for such websites. If any party of the TC is found to be invalid, in whole or in part, this shall not affect the validity of the other provisions. In such cases, the provision in question shall be replaces by a provision which, as far as possible, achieves the objectives of the original provision.
vloxq is in no way responsible for the content or ownership of Data.
vloxq is in no way responsible for any instructions for Data Processing or other measures performed by the Customer’s Users.
If vloxq is held liable for the payment of compensation to the Customer as a result of a breach of any obligation arising from TC, such compensation shall in no case include compensation for indirect loss or consequential damages, or damages of any kind arising from, or is a results of such breach of contract, including but not limited to any loss of Data, loss of production, loss of revenue or profit, or third party claims or government decisions, even if the Customer has been informed of the risk of such damages. vloxq's liability under AV is limited to direct damage, except where otherwise provided by mandatory law, such as in the case of damage caused by gross negligence or intent. All refunds and compensation for direct damage as well as direct losses and costs during each 12-month period shall never exceed an amount corresponding to 12 months' Subscription Fees for the Services during the same period. Such repayment or compensation can also not exceed a price base amount according to chapter 2 6§ of the Social Insurance Code.
Neither vloxq nor the Customer shall be liable for any delay or interruption in their obligations caused by, or arising from, a force majeur event, such as an earthquake, riot, labor dispute and other events that are similarly beyond vloxq’s or the Customer’s control.
In the event that legislation, ordinances or regulations concerning the Services or the delivery thereof are changed, or new legislation, ordinance or regulation becomes applicable after the Service has been made available on the market, which prevents vloxq from fulfilling instructions from the Customer or vloxq’s obligations under TC, and / or which requires the Service to be suspended, in whole or in part, for a specified period or for an indefiniate period, it shall be deemed to constitute a force majeur event. vloxq is in no way responsible for such a force majeure event. In such cases, the Customer will be reimbursed for a prepaid Subscription Fee for the Service that is affected from the month following the suspension of the Service due to the force majeure event. In addition to this, the Customer is not entitled to make additional demands on vloxq.
Although vloxq will show due care for the secure transfer of information between the Customer and the Services, the Customer acknowledges that the Internet is an open system and that vloxq cannot guarantee, nor does it guarantee, that third parties will not be able to access or change Data or Transfer. vloxq has no responsibility for such unintentional misuse, disclosure or loss of Data.
Notwithstanding the provision of paragraph 16 above, the limitation of liability for compensation under paragraph 13 shall not apply.
The rights and obligations of the parties shall in their entirety be subject to Swedish law. Disputes concerning the interpretation of TC or the use of the Services, the parties shall seek to resolve by amicable settlement. If the dispute cannot be resolved in this way, the dispute shall be resolved by arbitration administered by the Stockholm Chamber of Commerce's Arbitration Institute. If the value of the dispute does not exceed SEK 100,000, the Institute's Rules for Simplified Arbitration shall be applied. If the value of the subject matter of the dispute exceeds SEK 100,000, the Arbitration Rules for the Stockholm Chamber of Commerce's Arbitration Institute shall be applied. If the value of the subject matter of the dispute amounts to between SEK 100,000 and SEK 1,000,000, the arbitral tribunal shall consist of an arbitrator. If the subject of the dispute exceeds the value of SEK 1,000,000, the arbitral tribunal shall consist of three arbitrators. The value of the subject-matter of the dispute includes the plaintiff's claim in the summons and any counterclaims in the defendant's statement on the summons.
User: A natural person, typically employed by the Customer, who by the Customer is given the right to use the Service for the Customer's own internal business purposes.
User Account: Common term that refers to the Customer's Users, Data and other information concerning the Customer's use of and access to the Services.
Data: All data that is transferred by the Customer to or from the Service when the Customer uses the Service for the purpose of being processed by the Service.
Data Processing: All measures or series of measures or other use of Data by vloxq in accordance with the Customer's instructions or otherwise with the intention of delivering the Services to the Customer.
Customer: The legal or natural person specified on the invoice from vloxq and who enters into an agreement with vloxq based on TC.
Start date: The day on which delivery of the Services is to begin in accordance with what is stated in the Agreement by vloxq providing login information or other instructions so that the Customer can take part in the Services.
