Terms & Conditions

1. INTRODUCTION

1.1. These general terms and conditions (“General Terms”) apply to services and products provided by Digital Media Installer International AB.

2. DEFINITIONS

2.1. In the Agreement, the following definitions have the following meanings:

“Agreement” means the agreement entered into by the Customer to obtain access to the Services and Products, including these General Terms.

“Access Point” means, where applicable, the point where the Services connect to a public electronic network.

“Documentation” means documentation provided by Digmi regarding the Services and Products. The Documentation may be in printed form, as help sections within the Services, available via the Internet, or by other means specified by Digmi.

“Intellectual Property Rights” means all forms of intellectual and industrial property rights such as copyright, database rights, source code, patents and patentable inventions, registered and unregistered trademarks, know-how (whether or not it constitutes a patentable invention), registered and unregistered designs, or technical documentation related to the Products or their manufacturing.

“Services” means the service or services described in the Service and Product Description that Digmi provides as an online service.

“Service and Product Description” means the description of the Services and Products found in the Agreement or published from time to time on Digmi’s website.

“Products” means the equipment described in the Service and Product Description.

3. RIGHT OF USE

3.1. Through the Agreement, the Customer receives a non-exclusive, non-transferable, and non-sublicensable license, except as expressly stated in the Agreement, valid only during the term of the Agreement, to use the Services as an online service in return for payment of the agreed fees.

3.2. The Customer is only granted access to use the Services as an online service and thus has no right to make its own installation of the Services (either by itself or through a third party) or to otherwise manage copies of the Services.

3.3. The Customer’s right to use the Services is limited to what is expressly stated in the Agreement.

3.4. The Customer does not have the right to:

i. use the Services for purposes other than those intended by the Agreement;

ii. make its own installation of the software underlying the Services;

iii. provide the Services for use by third parties, such as through time-sharing, as a service, via a service bureau arrangement, or otherwise;

iv. decompile or otherwise attempt to determine the functioning of the Services;

v. “hack” the Services, introduce viruses, trojans, or other harmful or unwanted code (“malware”) into the Services, or by an excessive number of requests to the servers where the Services are provided, hinder or limit the use of the Services for third parties;

vi. make modifications to or tamper with the Products;

vii. sell, rent, or otherwise transfer or improperly dispose of the Products.

4. SUPPORT AND MAINTENANCE

4.1. Digmi continuously develops and updates the Services and Products and provides support as specified in the Service and Product Description.

5. INTELLECTUAL PROPERTY RIGHTS, ETC.

5.1. All Intellectual Property Rights and all other rights in or regarding the Services and Products belong to Digmi or, where applicable, Digmi’s licensors or suppliers.

5.2. Nothing in the Agreement shall constitute a transfer or assignment of any Intellectual Property Rights or other rights in the Services or Products.

5.3. Data processed by the Customer and created by the Services as a result of the Customer’s use shall be owned by the Customer. Digmi has the right to use the Customer’s data to the extent necessary to fulfill its obligations under the Agreement. Digmi also has the unrestricted right to use information about functionality, performance, capacity, and other statistics or similar information based on the Services’ processing of the Customer’s data.

5.4. All Documentation regarding the Services and Products, provided before or after the Agreement is entered into, remains the property of Digmi.

5.5. Received Documentation or other information may not be used for any purpose other than that for which it was provided, without Digmi’s consent.

5.6. The Products remain the property of Digmi to the extent that such retention of ownership is valid.

6. INTELLECTUAL PROPERTY INFRINGEMENT

6.1. If the Customer receives a claim from a third party alleging that the Services or Products infringe on such third party’s Intellectual Property Rights, Digmi undertakes to indemnify the Customer from such claims, provided that (i) the Customer immediately notifies Digmi of the claim, (ii) the Customer gives Digmi full control and decision-making authority regarding the defense or settlement of the claim, (iii) the Customer has not made any admissions, settlements, or otherwise affected Digmi’s ability to defend or settle the claim, and (iv) the Customer reasonably cooperates in Digmi’s defense or negotiation regarding the claim. Digmi’s obligation to indemnify the Customer under this section also requires that the Customer has installed all updates made available by Digmi and that the Customer has only used the Services for their intended purpose, to the extent that otherwise no harm would have occurred.

6.2. If Digmi has received a claim under section 6.1 or if Digmi determines that there is a risk of such claims, Digmi has the right to take one of the following actions:

ensure that the Customer obtains the right to continue using the Services;

make changes so that the Services or Products are no longer considered to infringe;

if neither (i) nor (ii) can be achieved on terms that Digmi deems reasonable, terminate the Agreement immediately and revoke the Customer’s access to the Services or Products.

6.3. The Customer has no right to compensation if Digmi takes action under (i) - (iii) above, except that the Customer, upon termination under (iii) above, has the right to receive a portion of the fee refunded in an amount corresponding to the time of the current contract period that the Services or Products could not be used, up to a maximum of fifty (50) percent of the paid fee.

6.4. If Digmi receives a claim from a third party alleging that the Customer’s data constitutes an infringement on third-party Intellectual Property Rights, the Customer undertakes to indemnify Digmi from such claims, provided that (i) Digmi immediately notifies the Customer of the claim, (ii) the Customer has full control and decision-making authority regarding the defense or settlement of the claim, (iii) Digmi has not made any admissions, settlements, or otherwise affected the Customer’s ability to defend or settle the claim, and (iv) Digmi reasonably cooperates in the Customer’s defense or negotiation regarding the claim.

7. CUSTOMER RESPONSIBILITIES

7.1. The Customer shall provide information for Digmi’s work when starting up the Services, review documents and make decisions, and otherwise continuously provide the information necessary for Digmi to fulfill its obligations under the Agreement.

7.2. The Customer is responsible for the communication between the Products and the Access Point.

7.3. The Customer is responsible for ensuring that the Products are located at the address reported by the Customer. The Customer is solely responsible for ensuring that the Products cannot be used or exploited by unauthorized persons.

7.4. The Customer shall ensure (i) that the Customer’s data is free from viruses, trojans, worms, or other harmful software or code, (ii) that the Customer’s data is in the agreed format, and (iii) that the Customer’s data cannot otherwise harm or negatively impact the Services or Products.

7.5. The Customer is responsible for handling login information, security methods, and other information provided by Digmi for access to the Services with confidentiality. The Customer must immediately notify Digmi if any unauthorized person gains access to such information.

7.6. Where applicable, for the provision of the Services, in addition to what is stated elsewhere in the Agreement, the following specifically applies:

(i) The user credentials and passwords used to access the Services should be considered as valuable items and, if recorded, should be stored securely so that unauthorized persons cannot access the Services.

(ii) Digmi is responsible for the Services only up to the Access Point.

(iii) Digmi has the right to regard all use of the Services with the Customer’s user credentials as authorized use by the Customer, regardless of whether such use results in a cost for the Customer, unless and until the Customer notifies Digmi’s support or customer service in writing that they suspect unauthorized access to the Services or the Customer’s password. The Customer is responsible for promptly informing Digmi’s support or customer service if they suspect this is the case and to ensure that the Customer’s user credentials are blocked or changed.

8. INTERRUPTIONS AND FAULTS

8.1. Digmi shall strive to ensure that the Services are available for the Customer’s use 24/7 every day of the year. However, Digmi has the right to suspend the Customer’s access to the Services at any time and without prior notice for maintenance, to protect the Services from unauthorized attacks or similar threats, or to take other measures required for technical, operational, or security reasons. Digmi shall, as far as possible, inform the Customer of when such interruptions may occur.

8.2. A fault exists when the Services do not conform to the Service and Product Description.

8.3. Digmi continuously updates and corrects errors in the Services.

8.4. The Customer must report faults in the Services and Products in writing as soon as possible, but no later than fifteen (15) days after the fault is discovered or should have been discovered. The Customer should provide a detailed description of the fault.

8.5. Digmi’s responsibility for faults is limited to taking reasonable measures to remedy the fault within a reasonable time so that the Services and Products conform to the Service and Product Description.

8.6. For the Products, Digmi is responsible for hardware faults for one (1) year from the delivery date. Equipment older than one (1) year or that has been damaged by improper handling or negligence by the Customer is not covered by Digmi’s responsibility.

8.7. The Customer is not entitled to a fee reduction or other compensation or damages for lack of access to the Services, faults in the Services or Products, or interruptions in the Services.

8.8. Digmi’s responsibility does not cover faults that arise due to operating conditions differing from those assumed in the Agreement, misuse of the Services or Products, or other circumstances beyond Digmi’s control. Regarding the Products, faults caused by inadequate maintenance, improper installation by the Customer, changes without Digmi’s written consent, improperly performed repairs by the Customer, or normal wear and tear or deterioration are not covered.

8.9. If the Customer reports a fault and it is determined that there is no fault for which Digmi is responsible, Digmi is entitled to compensation for the work and costs caused by the claim.

9. LIMITATION OF SERVICES AND CHANGES

9.1. If the provision of the Services causes damage or risk of damage to Digmi or others, Digmi has the right to suspend or limit access to the Services. Digmi must not take measures that are more extensive than what is reasonable under the circumstances. The Customer shall be notified of any limitation of access to the Services as soon as possible.

9.2. Digmi has the right to limit or suspend access to the Services for the Customer if the Customer breaches the terms of the Agreement.

9.3. Digmi continuously develops the Services and has the right to modify them. Digmi may also discontinue the Services if they are replaced by another service with equivalent functionality. Digmi may also discontinue the Services if Digmi’s subcontractors cease to provide the necessary services.

10. COMPENSATION

10.1. For the Customer’s use of the Services and Products, the Customer shall pay fees in accordance with the Agreement.

10.2. If the Customer delays payment, Digmi has the right to terminate the Agreement immediately by written notice to the Customer.

11. PROCESSING OF PERSONAL DATA

11.1. Within the scope of providing the Services, Digmi will process personal data about the Customer (“Customer Data”) and its Users (“User Data”). Customer Data includes names, phone numbers, addresses, email addresses, contact persons, and organization numbers. User Data includes names, personal numbers, phone numbers, addresses, and email addresses. In addition to Customer and User Data, Digmi will collect and process information on the use of the Services. The purpose of Digmi’s processing is to enable the Parties to fulfill their obligations and cooperate under the Agreement, including administration of the contractual relationship, provision of information, and other communication about the Services. Digmi will process personal data based on a legitimate interest to satisfy Digmi’s justified interest in managing the contractual relationship with the Customer.

11.2. The Customer undertakes to (i) inform all Users of Digmi’s processing of personal data as described in these terms, (ii) provide all Users with the information required by Articles 13-14 of the EU General Data Protection Regulation (EU/2016/679) (“GDPR”) concerning the protection of natural persons regarding the processing of personal data and the free movement of such data, as well as the repeal of Directive 95/46/EC, and (iii) inform all Users of their rights associated with Digmi’s processing of Users’ personal data, as stipulated in Articles 14.2 and 15-20 of the GDPR.

11.3. Digmi will only retain the personal data it processes during the contractual relationship. However, Digmi may retain personal data for the additional time necessary if Digmi is legally or contractually obligated to retain the data or if Digmi needs to establish, defend, or assert legal claims. When personal data is no longer necessary for these purposes, Digmi will securely anonymize or delete the data. A data subject has the right to request the correction of incorrect or incomplete personal data relating to them. Furthermore, a data subject has the right to request information on whether Digmi processes any personal data about them and, if so, access the personal data relating to them. In case of complaints about Digmi’s processing of personal data, the data subject has the right to contact the supervisory authority. In addition to the rights above, the data subject, where applicable data protection legislation provides, has the right to request processing restrictions, the right to erasure, the right to object to certain processing of personal data, and the right to data portability. If the data subject wishes to exercise any of their rights as described above or has questions about Digmi’s processing of personal data under this provision, they can contact Digmi by sending an email to the email address specified in the Agreement.

11.4. For more information on how Digmi handles personal data, refer to Digmi’s privacy policy.

12. STATISTICS AND ANONYMIZED DATA

12.1. Digmi has the right to anonymize all data present in the Services. Anonymization shall occur in a way that it is impossible to revert it back into personal data.

12.2. Digmi owns all rights to anonymized data and has the right to use and store this data indefinitely.

12.3. Digmi also has the right to use all other data present in the Services for statistical purposes.

13. CONFIDENTIALITY

13.1. Each Party undertakes not to disclose, without the other Party’s consent, any information regarding the other Party’s operations that may be considered a business or professional secret, during the term of the Agreement and for three years thereafter. Information that the Party has designated as confidential shall always be regarded as a business or professional secret. The confidentiality obligation does not apply to information that a Party can show became known to them through other means than the Agreement or is generally known. The confidentiality obligation also does not apply when a Party is legally required to disclose information.

13.2. Each Party shall ensure, through confidentiality agreements with employees or other appropriate measures, that confidentiality according to the above is observed. Each Party is responsible for ensuring that subcontractors and their employees involved in the assignment sign a confidentiality agreement of equivalent content in favor of the other Party.

13.3. Digmi’s confidentiality commitment does not extend to other companies within Digmi’s group.

14. EARLY TERMINATION

14.1. Each Party has the right to terminate the Agreement with immediate effect if: (i) the other Party commits a material breach of the Agreement and the breach is not fully remedied within thirty (30) days after the breaching Party has received written notice from the other Party requesting rectification; (ii) the other Party suspends payments, decides on voluntary or involuntary liquidation, applies for company restructuring or bankruptcy (or if someone else files for the Party’s bankruptcy), or if the Party can otherwise be deemed insolvent; or (iii) repeated payment delays occur according to section 10.2.

14.2. Upon termination of the Agreement, no refund of paid fees will be made unless otherwise specifically stated in the Agreement.

14.3. Upon termination of the Agreement, unless otherwise stated in the Agreement, the Customer shall immediately cease all use of the Services.

15. LIMITATION OF LIABILITY

15.1. Each Party’s liability is limited to direct damages up to a total amount of twenty (20) percent of the fee paid for the Services in the twelve (12) months preceding the time of the damage, but not exceeding one (1) base amount according to the Social Insurance Code (2010:110) applicable at the time of the damage. Neither Party is liable for the other Party’s indirect losses, such as production loss or lost profit. If damage has occurred as a result of gross negligence or intentional misconduct, no limitation of liability shall apply. Furthermore, no limitation of liability shall apply in the event of a breach of the license provisions in section 5, for a Party’s obligation to compensate the other Party for infringement of third-party rights according to section 6, or for a breach of the confidentiality obligation in section 13.

15.2. Digmi is not liable for loss of data.

15.3. Digmi is not responsible for any faults or damage resulting from the operating system, software, or other services, such as applications, provided by third parties.

15.4. To retain the right to compensation, the Customer must submit a written claim for damages to Digmi no later than six (6) months from the time of the incident.

16. FORCE MAJEURE

16.1. A Party is exempt from liability for failing to fulfill an obligation under the Agreement if the failure is due to circumstances beyond the Party’s control and which the Party could not reasonably have anticipated or avoided, such as war, government action, new or amended legislation, labor market conflict, trade or currency restrictions, blockade, fire, flood, epidemic, or similar circumstances, as well as errors in or delays of deliveries from subcontractors.

16.2. The Party invoking a force majeure event according to this section 16 must promptly notify the other Party of its occurrence and cessation.

16.3. Notwithstanding the exemption from liability in this section 16, a Party has the right to terminate the Agreement immediately by written notice to the other Party if the performance of a significant obligation under the Agreement is delayed by more than three (3) months.

17. GENERAL PROVISIONS

17.1. The Customer does not have the right to transfer or pledge its rights and/or obligations under the Agreement, in whole or in part, without Digmi’s written consent.

17.2. Digmi has the right to transfer or pledge its rights and/or obligations under the Agreement, in whole or in part.

17.3. Notices under the Agreement shall be in writing.

17.4. Digmi has the right to amend and supplement the General Terms. To make such amendments or supplements valid, Digmi must notify the Customer in writing with twenty (20) days’ notice. This can also be done through electronic notification. The new terms are binding for both Parties. Furthermore, the Customer’s use of new or modified services and products signifies acceptance of any additional terms resulting from the changes.

18. DISPUTES AND APPLICABLE LAW

18.1. Swedish law shall apply to the Agreement.

18.2. Disputes arising from the Agreement shall be finally settled through arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (“the Institute”). The Institute’s Rules for Simplified Arbitration shall apply unless the Institute, considering the complexity of the case, the value of the dispute, and other circumstances, determines that the Arbitration Rules of the Institute shall apply to the proceedings. In this case, the Institute shall also determine whether the arbitration tribunal shall consist of one or three arbitrators. The arbitration proceedings shall take place in Jönköping.

18.3. Notwithstanding section 18.2 above, Digmi shall always have the right to pursue claims for overdue payments through general courts.