Quickchannel General Terms & Conditions

Updated: 

Version:

June 2023 

2023.6 

 

 

These General Terms and Conditions form an integral part of the Subscription Agreement between the Subscriber and the Supplier regarding the provision and use of the Services. These conditions apply, unless conditions in the Order Form contradict them, then the conditions in the Order Form apply.

  1. Definitions
  2. The following terms shall have the following meanings:
    “Business Days”Any day apart from Saturday, Sunday or any day on which commercial banks are closed in Sweden.
    “Confidential Information”Defined in Clause 9 below.
    “Disclosing Party”Defined in Clause 9 below.
    “General Terms and Conditions”These general terms and conditions for the provision of Services by the Supplier to the Subscriber.
    “Order Form(s)”Any written order form or written and executed proposal used by the Subscriber to order the Services from the Supplier.
    “Ordinary Office Hours”08:00–17:00 CET/CEST.
    “Party” or “Parties”Individually or collectively, the Supplier and the Subscriber.
    “Receiving Party”Defined in Clause 9 below.
    “Services”The services that the Supplier provides under the Subscription Agreement to the Subscriber as outlined in the applicable Order Form(s).
    “Service Generated Data”Data generated or derived by the operation and usage of the Services, including meta-data connected to Subscriber Content, but does not include Subscriber Content as such.
    “Subscriber Content”Any content created, sent, transmitted or stored in the Services by the Subscriber or the Users when using the Services, including streaming video.
    “Subscription Agreement”Any Order Form(s), these General Terms and Conditions and the DPA, as amended from time to time.
    “Subscription Fee”The fee for the Services as outlined in the Order Form.
    “Term”The Initial Term and the Renewal Term(s), if any, as defined in the applicable Order Form(s).
    “User Data”Information, including personal data, relating to a User which is collected by and stored in the Services.
    “User”A natural person to whom the Subscriber makes available the Services.
    “Website”means the Supplier’s website available at: www.quickchannel.com

  3. Provision of the services
    1. Scope of the Services. The Subscription Agreement covers the Services outlined in the Order Form and any subsequent Order Form(s) executed by the Parties.
    2. Provision of the Services. The Supplier shall provide the Services to the Subscriber during the Term, subject to the terms of the Subscription Agreement.
    3. Development and Change of Services. The Subscriber is aware and accepts that the Supplier continuously develops and improves the Services and that the Supplier has a unilateral right to decide on such developments and improvements to the Services. As such, the Supplier may during the Term change or modify the Services, including removing or adding functionality and features to the Services without prior notice. If a change to the Services causes the Subscriber more than a minor inconvenience, the Subscriber is entitled to terminate the changed Service by giving thirty (30) days’ written notice and the Subscription Fee shall be revised accordingly.
    4. Support. The Supplier provides support for the Services in accordance with the Order Form regarding the functionality and features of the Services on Business Days during Ordinary Office Hours. This is included in the Subscription Fee. Additional support for the Services may be provided by the Supplier at an additional cost. Contact information to the Supplier is available on the Website. It is also possible to contact the Supplier for support through the Services. Requests and questions regarding editing or change of Subscriber Content is not covered by the Supplier’s obligation to provide support.
    5. Subcontractors. The Supplier may engage a subcontractor for the provision of the Services subject to the terms of the Subscription Agreement. The Subscriber agrees and is aware that certain subcontractors are necessary in order to provide the Services and that if the Subscriber does not accept that such mandatory subcontractors are used by the Supplier, the Supplier cannot provide the Services to the Subscriber. Moreover, the Subscriber agrees and is aware that certain Services may not be available (including certain functionality and features) if the Subscriber opposes that the Supplier engages certain subcontractors for the provision of the Services. Information on the subcontractors that the Supplier has engaged for the provision of the Services is available on the Website. Where a Subcontractor fails to fulfil its obligations, the Supplier remains fully liable to the Subscriber for the performance of the Subcontractor’s obligations, subject to the terms of the Subscription Agreement.
    6. Availability. The Services are provided on an “as is” basis and available according to the SLA defined in the Order form. This means that the Supplier does not guarantee that the Services always will be fully available for example due to scheduled and unplanned maintenance or technical issues. The Subscriber accepts that the Supplier may schedule maintenance of the Services and that the Services may be, wholly or partly, unavailable during such maintenance. The Supplier makes reasonable efforts to schedule any maintenance outside Ordinary Office Hours and limit the potential impact such maintenance may have on the Subscriber’s use of the Services. The Supplier will notify the Subscriber of any planned maintenance in advance.

  4. License
    1. The Subscriber is hereby granted non-exclusive, non-transferable, revocable and limited right and license to use and make available the Service to its Users during the Term, subject to the terms of the Subscription Agreement.

  5. The subscriber’s undertakings
    1. Access to the Services. The Services may be accessed by various methods, including by logging into a user account set up in the Services, third-party identity and access management platforms or through links generated by the Services and distributed to the Users. The Subscriber is responsible for ensuring that only authorized Users access the Services and that any passwords or codes used to access the Services is kept safe and secure. The Subscriber is responsible for any unauthorized use of the Services. If the Subscriber suspects unauthorized access to the Services, the Subscriber shall immediately notify the Supplier thereof. The Supplier is entitled to restrict, suspend or terminate access to the Services in case of any unauthorized use of the Services.
    2. Responsibility for Subscriber Content. The Subscriber is sole responsible for Subscriber Content in the Services, including ensuring that Subscriber Content complies with applicable law and do not violate or infringe the rights of any third party, including intellectual property rights of third parties and that Subscriber Content do not include any virus, malicious software, worms, Trojan horses or other software which could damage, disrupt or interfere the Services for any reason. If the Supplier becomes aware that Subscriber Content violates the terms of the Subscription Agreement or applicable law, the Supplier is entitled to delete any Subscriber Content at any time, without prior notice.
    3. Stored copy. The Subscriber is responsible for storing a copy of the Subscriber’s important data, such as videos, outside of the Service.
    4. Responsibility for Users. The Subscriber is responsible for the activities of all Users who access or use the Services under the Subscription Agreement and that any User complies with the terms of the Subscription Agreement.
    5. Limited Use. The Subscriber may not reproduce, resell, or distribute the Services for any purpose, unless agreed under a separate agreement with the Supplier.
    6. Costs for Data Usage. The Subscriber shall be responsible for any fees and charges for Internet traffic and data usage that the Subscriber incurs when using the Services. Any costs for Internet traffic and data usage included in the Subscription Fee are specified in the applicable Order Form(s).

  6. Fees and terms of payment
    1. Subscription Fees. The Subscription Fee for the Services are outlined in the applicable Order Form(s). The Subscription Fee is exclusive of applicable taxes (Value Added Tax or similar sales tax) and additional charges and the Subscriber is responsible for paying such taxes and additional charges.
    2. Change of Subscription Fees. The Supplier is entitled to on an annual basis, at the start of the calendar year, increase the Subscription Fee in accordance with the yearly adjustment of the European Union’s Labour Cost Index (LCI) applicable for Sweden and the Information and Communication Trade (available at http://epp.eurostat.ec.europa.eu/). The Subscription Fee shall not at any time be lower than the Subscription Fee stated in the applicable Order Form(s) as subsequently increased under this Clause 5.
    3. Additional Compensation. In the event that the Supplier incurs additional costs as a result of circumstances attributable to the Subscriber, for example costs for consultancy services, support not included in the Subscription Fee, storage exceed agreed limits, additional data traffic, and trainings etc., the Subscriber shall pay additional compensation to the Supplier for such costs in accordance with the Supplier’s from time-to-time applicable price list.
    4. Payment of Subscription Fees etc. Payment of the Subscription Fees and any additional costs shall be made within thirty (30) days of the date of the invoice unless otherwise noted in the Order Form. The Subscription Fee is invoiced as specified in the Order Form.
    5. Delay in Payments. In case of delayed payment, the Supplier may charge default interest in accordance with applicable law until the date of actual payment on any amount due to the Supplier under the Subscription Agreement in addition to additional charges that the Supplier may charge under applicable law. If the payment is delayed and the Subscriber has not settled any outstanding amounts within thirty (30) days following the Supplier’s written notification of this, the Supplier is entitled to suspend the Subscriber’s access to the Services until the Subscriber has paid all amounts due and outstanding.
    6. Invoicing in arrears. A dispute of invoice in arrears shall be done no later then 8 days after invoice date and dispute shall not be for a Service period of longer than 3 months.

  7. Indemnification
    1. Subscriber Indemnification. The Subscriber shall indemnify, defend and hold harmless the Supplier against any damages or costs arising out of any claim brought by any third party and arising out of (i) any breach by the Subscriber of its obligations under the Subscription Agreement, (ii) any User’s use of the Services, or (iii) any infringement, misappropriation or violation of any intellectual property rights or other rights as a result of the use Subscriber Content in the Services.
    2. Supplier Indemnification. The Supplier shall indemnify, defend and hold harmless the Subscriber against any damages or costs arising out of any claim brought by any third party and arising out of any infringement, misappropriation or violation of any intellectual property rights or other rights in the Services as such.
    3. Notification of Claims. A Party shall promptly give the other Party written notice of any claim. The Party who received the claim shall have sole control of the defence and settlement of the claim provided that: (i) the Party may not settle any claim unless the settlement unconditionally releases the other Party of all liability, (ii) the other Party mitigates, to the fullest extent possible, any claim and does not materially prejudice the conduct of such claim; and (iii) the Party does not require the other Party to admit fault or liability. The other Party will provide to the Party who received the claim reasonable assistance, at the other Party’s own expense.

  8. Warranties
    1. The Supplier endeavors to deliver 100% uptime for the Services. The services are provided on an “as is” and “as available” basis, without express or implied warranty or condition of any kind. As such, the Subscriber hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. The Supplier does not make any warranty that the Services will be error free or that access to the Services will be continuous or uninterrupted if not otherwise agreed in Order form.

  9. Limitation of Liability
    1. Limitation of Liability. Both Parties’ liability for damages arising under or in connection with the Subscription Agreement is limited, per calendar year, to an amount corresponding to 100% of the total aggregated Subscription Fees paid during the twelve (12) months immediately preceding the date on which the claim arose.
    2. Indirect Damages etc. Neither Party shall be responsible for any lost profits, indirect, incidental, special, punitive or consequential damages or losses of any kind, arising out of or in connection with the Subscription Agreement.
    3. Exclusions. The limitation of liability under this Clause 8 shall not apply: (i) if the damage is caused by a Party’s gross