Terms & Conditions

These GT&C form an integral part of the Agreement concluded between Sitoo and the Merchant in terms of the Platform, Add-ons, Services and Hardware (as applicable) provided by Sitoo to the Merchant according to the Agreement.

LATEST UPDATE: 2019-02-26

1. DEFINITIONS

1.1 Definitions
Unless otherwise explicitly stated herein, the defined terms used in these GT&C shall have the same meaning ascribed to them in the Merchant Agreement. In addition, the following terms have the following meanings:

“Add-ons” means the additional add-on features to the Platform as set forth in the Merchant Agreement;

“Agreement” means the Merchant Agreement and all schedules attached thereto, in-cluding these GT&C (as amended from time to time);

“Confidential Information” shall have the meaning set forth in section 10.2;

“Exempting Circumstances” shall have the meaning set forth in section 12.1;

“Fees” shall mean the fees specified in the Price List;

“Hardware” means any hardware ordered from Sitoo’s suppliers and provided to the Merchant, as described in the Merchant Agreement.

“Price List” shall mean Sitoo’s fees for the Platform, Add-ons and Services as appli-cable from time to time;

“Platform Description” means a detailed description of the Platform as specified in schedule 2 to the Merchant Agreement;

“SCC Institute” means Stockholm Chamber of Commerce;

“Security Information” shall have the meaning set forth in section 4.5;

“Services” means the Services indicated in section 2 of the Merchant Agreement;

“Service Level Agreement” means schedule 4 to the Merchant Agreement;

“Third Party Software” means any software provided by third parties, which is of-fered to the Merchant as Add-ons.

2. THE PLATFORM, ADD-ONS, SERVICES AND HARDWARE

2.1 Subject to the timely payment of the Fees, the Merchant receives a limited, non-transferable, non-sub-licensable right to use the Platform in accordance with the Agreement. The Platform is a cloud based software as a service (SaaS), as further described in the Platform Description.

2.2 The Platform includes any future releases, updates and version which Sitoo makes available during the term of the Agreement. Sitoo does however not make any warran-ties as regard a specific number of new releases, updates or new versions.

2.3 The Merchant may also, from time to other, choose to order specific Add-ons for the Platform. Subject to the timely payment of the Fees, the Merchant receives a limited, non-transferable, non-sub-licensable right to use the Add-ons in accordance with the Agreement.

2.4 Furthermore, the Add-ons may constitute Third Party Software, in which case specific terms and conditions may be stipulated by the Third Party Software supplier. If appli-cable, Sitoo will provide the Merchant with such additional terms and conditions and by ordering Add-ons, the Merchant agrees to said terms and conditions and undertakes to comply with them.

2.5 The Platform, Add-ons and the Services (if any) shall not be used for criminal, unlawful or immoral purposes, including, without limitation acts that:

  • 2.5.1 allow, supports or facilitates criminal or otherwise unlawful acts by the Mer-chant or third parties;
  • 2.5.2 are generally considered disruptive, offensive or inappropriate or facilitating or allowing said acts; and
  • 2.5.3 contrary to generally accepted ethical and moral values.

3. SITOO’S UNDERTAKINGS

3.1 Sitoo undertakes to provide the Platform, Add-ons and the Services (if any) to the Merchant during the term of the Agreement as specified in the Merchant Agreement. Subject to the terms of the Agreement, Sitoo undertakes to maintain and operate the Platform and ordered Add-ons, and to make available to the Merchant any new re-leases and versions of the Platform.

3.2 Sitoo undertakes to fulfil its obligations under the Agreement with reasonable care and in a professional manner.

3.3 Sitoo shall take commercially reasonable efforts to comply with relevant laws and regulations applicable to the Platform, Add-ons and Services. However, Sitoo is not responsible for any reporting to authorities, any KYC requirements or other payment regulatory requirements that may apply to the Merchant.

4. MERCHANT’S OBLIGATIONS

4.1 The Merchant undertakes to use the Platform, Add-ons and the Services only in accordance with the terms of the Agreement and Sitoo’s instructions from time to time. The Merchant shall co-operate with Sitoo and provide Sitoo with necessary information and ensure that appropriate resources are allocated to Sitoo, which are required for Sitoo to provide the Platform, Add-ons and any of the Services to the Merchant. The Merchant acknowledges that Sitoo’s performance of the Services is dependent on the Merchant’s timely and effective performance of the Merchant responsibilities and other timely decisions and approvals.

4.2 To the extent necessary for the provision of the Platform, Add-ons and Services under this Agreement, the Merchant undertakes to provide access to its systems, third party systems, personnel and equipment.

4.3 Unless otherwise agreed, the Merchant is solely responsible for the integration and configuration of the Platform (and any Add-ons, if applicable) with its system prior to using the Platform. The Merchant shall ensure that the Platform is operated in a suita-ble environment and in a proper manner.

4.4 The Merchant is solely responsible for its business operations and to comply with any and all applicable laws and regulations when using the Platform, Add-ons and Services including but not limited those concerning cash management, anti-money laundering laws, reporting to the relevant tax authority and any other authorities. It is the respon-sibility of the Merchant to inquire and ensure that its use of the Platform, Add-ons and the Services fulfils applicable legal and authority requirements, and Sitoo makes no warranties in this regard.

4.5 The Merchant undertakes to keep all usernames, passwords and other account data (“Security Information”) in a secure and satisfying manner to prevent unauthorized access.

4.6 The Merchant is responsible for its use of the Platform and shall promptly inform Sitoo of any unauthorized use of or access to the Security Information. Furthermore, the Merchant is responsible for any unauthorised use of the Platform if the Merchant has (i) provided third party access to the Platform without Sitoo’s prior approval; (ii) han-dled the Security Information negligently or (iii) omitted to report suspected unauthor-ised access to the Security Information.

4.7 Should the Merchant suspect or discover any malfunction in the Platform or the Add-ons, the Merchant undertakes to inform Sitoo thereof without undue delay. The Mer-chant shall take any and all measures necessary to prevent and/or minimise any damage or loss due to a discovered or suspected malfunction.

5. ACCESS TO THE PLATFORM AND DEFECTS

5.1 Unless otherwise is stated in the Service Level Agreement, the Platform (including any Add-ons) is generally available 24 hours a day, except during Sitoo’s scheduled stops or due to an Exempting Circumstance pursuant to section 12 (Force Majeure).

5.2 The Platform (including any Add-ons) is a standard SaaS provided “as is”. Sitoo does not guarantee, either expressly or implied that the Platform and any Add-ons will meet the Merchant’s requirements and expectations, or that the operation or use of the Plat-form, Add-ons or Services pursuant to the Agreement will be uninterrupted or error-free. All implied warranties related to the Platform, Add-ons or Services regarding the satisfactory quality or fitness for a particular purpose will be specifically excluded.

5.3 In the event of defects, errors or interruptions in the Platform (including the Add-ons), the Merchant acknowledges and agrees that this will be the solely and exclusively regulated by the Service Level Agreement. The measures provided by Sitoo under this Section 5 and the Service Level Agreement are exhaustive with respect to Sitoo’s re-sponsibility for defects, operational disturbances or similar and the Merchant’s right to compensation and other remedies for operational disturbances, lack of accessibility, defects or interruptions in the Platform (and any Add-ons).

6. FEES

6.1 The Merchant shall pay the Fees for the Platform, Add-ons and Services as specified in the Price List attached to the Merchant Agreement. Sitoo is entitled, at its sole dis-cretion, to adjust the Fees annually in accordance with Swedish consumer price index (Sw. konsumentprisindex).

6.2 Unless otherwise is agreed between the Parties, Sitoo will invoice the Merchant quarterly in advance. Fees for any Services shall be invoiced when occurred. Mer-chant shall pay all Fees within thirty (30) days from the date of the invoice.

6.3 All Fees are stated without VAT and any other applicable tax or surcharge.

6.4 In the event of any overdue payment, Sitoo is entitled to charge the Merchant interest with the lowest rate of either fifteen (15) percent per annum or the current interest pur-suant to the Swedish Interest Act (sw. räntelagen).

6.5 Expenses and costs incurred by Sitoo when performing the Services will be charged separately.

7. AGREEMENT TERM AND TERMINATION

7.1 The term of the Agreement is specified in the Merchant Agreement.

7.2 Either Party may terminate this Agreement earlier, without liability towards the other Party, only if any of the following events occur:

  • 7.2.1 If the other Party commits a material breach or repeated breaches of this Agreement which is not rectified within thirty (30) days following a written notice thereof;
  • 7.2.2 If the Merchant is in default of payment to Sitoo with more than 30 days; or
  • 7.2.3 If the other Party is declared bankrupt, enters into liquidation or for any oth-er reason can be assumed to be insolvent.

7.3 If Sitoo becomes aware that the Merchant uses the Platform (including Add-ons) or any of the Services in breach of the Agreement, and Sitoo deems that this causes, or may cause harm to Sitoo, its brand or goodwill, Sitoo may suspend the Merchant’s ac-cess to the Platform (including the Add-ons) and/or Services with immediate effect.

7.4 A termination of the Agreement shall be made in writing to the other Party.

7.5 Upon the termination or expiration of the Agreement, the Merchant undertakes to immediately cease to use the Platform, Add-ons and the Services and pay to Sitoo any outstanding Fees.

7.6 The Parties shall furthermore return or destroy, in accordance with the instructions of the other Party, all Confidential Information received or created in connection with the Agreement and permanently delete any copies thereof. This does however not include Confidential Information which a Party is required to retain pursuant to applicable laws. Confidential Information that is stored by a Party on routine back-up media for the pur-pose of disaster recovery shall be subject to destruction in due course. Accordingly, latent data such as deleted files and other non-logical data types, such as memory dumps, swap files, temporary files, printer spool files and metadata that can custom-arily only be retrieved by computer forensics experts and is generally considered in-accessible without the use of specialized tools and techniques will not be within the re-quirement for return or destruction of Confidential Information.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Sitoo is the owner and/or holder of rights (and reserves all rights) to all products and services, and related materials, software, source code, instructions, documentation and tools, and all other related information and know-how of the Platform and Services, copyright and other intellectual property rights related to Platform and Services, con-stituent products, related documentation and know-how. In the event that any Add-ons include Third Party Software, the Merchant acknowledges and agrees that such third party is owner and/or holder of rights in and to all Third Party Software.

8.2 The Agreement does not imply that the property rights, copyright or other intellectual property right to the Platform, Add-ons and Services will be transferred to the Mer-chant, except the limited right to use the Platform, Add-ons and Services resulting from the Agreement.

8.3 Subject to section 10.6, the Merchant grants Sitoo a non-exclusive right to use the Merchant’s name, trademark and logo for the purpose of using the Merchant as a ref-erence merchant in Sitoo’s marketing.

9. HARDWARE

9.1 If the Merchant purchases Hardware through Sitoo, in accordance with the Price List, the following terms and conditions will apply in relation to such Hardware.

9.2 The Merchant acknowledges and agrees that Sitoo is to be seen only as a distributor of such Hardware. Sitoo will order the Hardware from its suppliers as detailed in the Price List and undertakes to deliver such Hardware to the Merchant. If nothing else is agreed, the Merchant will pay the delivery costs. Delivery, payment passing of risk and title will be governed by the terms and conditions of the Hardware suppliers, un-less otherwise is explicitly agreed between the Parties.

9.3 Sitoo does not make any representations or warranties as regard the Hardware whatsoever. Should the Merchant discover any defects or errors in the Hardware, the Merchant agrees to direct any complains and claims to the Hardware suppliers. Sitoo may, to a reasonable extent, assist the Merchant in providing contact information to such Hardware suppliers.

10. CONFIDENTIALITY

10.1 The Parties undertake, at all times, to keep Confidential Information acquired in connection with this Agreement, in strict confidence and not disclose such information to third parties, or by omission allow third Parties to gain knowledge of Confidential In-formation.

10.2 For the purpose of this Agreement, “Confidential Information” shall mean the existence and content of this Agreement, information regarding pricing, solutions, con-cepts, and or services provided by Sitoo, intellectual property rights, trade or profes-sional secrets of the Parties or information that could otherwise be deemed confiden-tial.

  • 10.3 The confidentiality obligation does not apply to:
  • 10.3.1 information known by a Party in way other than through the Party’s breach of this Agreement;
  • 10.3.2 is in the public domain or comes into the public domain otherwise than through a breach of this Agreement;
  • 10.3.3 information rightfully received by a Party from a third party without a duty of confidentiality; or
  • 10.3.4 information that must be disclosed according to the law or regulation.

10.4 The Parties shall ensure that employees and other hired staff and consultants will follow the confidentiality obligation stated hereunder.

10.5 The confidentiality undertaking in the Agreement shall survive the termination or expiration of the Agreement, regardless of the cause thereof, and shall continue to be in force for a period of two (2) years thereafter.

10.6 Irrespective of the confidentiality undertaking in this Agreement, Sitoo may in connec-tion with its marketing disclose that the Merchant is a merchant of Sitoo. This is how-ever subject to the Merchant’s prior approval in each case.

11. WARRANTIES AND LIABILITY

11.1 Each Party warrants to the other Party that it has full power and lawful authority to execute and deliver this Agreement and to perform its obligations under this Agree-ment.

11.2 The Merchant warrants that the Platform, Add-ons and Services will be used only for lawful purposes and in compliance with this Agreement.

11.3 Except as explicitly stated in the Agreement, Sitoo is only liable for direct damages caused to the Merchant as a result of a breach of the Agreement or negligence when performing duties under this Agreement. For the avoidance of doubt, any defect, error, interruption or other impediments to use the Platform and/or Services are solely gov-erned by the Service Level Agreement.

11.4 Sitoo’s total liability for damages arising as a result of the Agreement is limited to the total compensation to be paid by the Merchant to Sitoo six (6) months before the tort occurred.

12. FORCE MAJEURE

12.1 The Parties shall be exempted from the performance of their obligations under this Agreement to the extent such omission is caused by a circumstance which is beyond the control of the Parties and which prevents or considerably impedes the fulfilment in due time thereof (“Exempting Circumstances”).

12.2 Exempting Circumstances include, but is not limited to, war, acts of war (imminent or actual), terrorist actions, import or export bans, natural disasters, restrictions in the public communication, energy supply or failure or disruptions in data and telecommu-nication services, measurement or omission by a public authority, new or amended law, authority’s decree or measurement, labour dispute, lockouts, boycott, blockades, fire or flooding, extensive loss or destruction of property or accidents of greater extent and fault or delay in products or services from sub-contractors caused by circum-stances beyond the Party’s control. The Parties shall, in the event of force majeure, use reasonable efforts to limit the effects thereof.

12.3 Should either Party be subject to an Exempting Circumstance, it shall immediately inform the other Party thereof. If, due to an Exempting Circumstance, this Agreement cannot be fulfilled considerably for more than three (3) months, the other Party is enti-tled to immediately and without compensation terminate the Agreement by giving writ-ten notice.

13. PERSONAL DATA

13.1 If the Parties process personal data on behalf of each other, the Parties will enter into the Data Processing Agreement attached as schedule 5 to the Merchant Agreement.

13.2 As regard Sitoo’s own processing of personal data for which Sitoo is the data controller, please see Sitoo’s privacy policy available on https://www.sitoo.se/integritetspolicy.

14. CHANGES

14.1 Sitoo will not make any material adjustment of the Platform, which Sitoo considers to be detrimental to the Merchant. However, Sitoo may from time to other be required to adjust the Platform due to changes in law or in regulation, by decisions from regulatory authorities, as a result of requirements from Third Party Software providers or other similar reasons, irrespective of such adjustments are detrimental to the Merchant. Sitoo shall inform the Merchant of any material changes of the Platform. The Merchant acknowledges that Sitoo may discontinue the maintenance of, or remove Add-ons if Sitoo, in its discretion, has reasonable and commercial grounds therefor. However, provided that Sitoo informs the Merchant of changes to any Add-ons.

14.2 Sitoo may make changes to these GT&C at any time. Sitoo undertakes to inform the Merchant of any material changes at latest thirty (30) days before such changes enter into force.

14.3 If the Merchant does not agree to any material adjustment of the Platform or a material change of these GT&C and provided that said changes are to the disadvantage of the Merchant, the Merchant is entitled to immediately and without compensation terminate the Agreement by giving Sitoo written notice within thirty (30) days from the effective date of the change. By continuing to use the Platform, Add-ons and Services, the Mer-chant is however deemed to accept said changes.

15. MISCELLANEOUS

15.1 The Agreement constitutes the entire agreement between the Parties on all issues to which the Agreement relates. The Agreement supersedes any oral or written under-takings and commitments preceding the Agreement.

15.2 A Party is not entitled to assign its rights or obligations under this Agreement to a third party without the other Party’s written consent. Sitoo is however entitled to transfer and assign its rights and obligations hereunder to a company within the same group of companies.

16. GOVERNING LAW AND DISPUTES

16.1 This Agreement is governed and construed in accordance with the substantive laws of Sweden.

16.2 Any dispute, controversy or claim arising out of this Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the SCC Institute.

16.3 The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.

16.4 The arbitral tribunal shall have its seat in Stockholm, Sweden.

16.5 The Parties undertake and agree that all arbitral proceedings conducted with refer-ence to this arbitration clause will be kept strictly confidential. This confidentiality un-dertaking shall cover all information disclosed in the course of such arbitral proceed-ings, as well as any decision or award that is made or declared during the proceed-ings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. This notwith-standing, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way his rights vis-à-vis the other Party in connection with the dispute, or if the Party is obliged so to disclose pursuant to statute, regulation, a decision by an authority, a stock exchange contract or similar.