Date of last version: 15.09.2023
4.3 The Customer shall not:
4.5 SaleSys shall use its commercially reasonable efforts to deliver the setup services for the SaleSys Service agreed upon in the Service Agreement within a reasonable time. SaleSys shall, however, provide support to the Customer as stipulated in section 6 below. If the Customer has not reported any claims for nonconformity, delay or deficiency relating to the SaleSys Service or any contract breach within seven (7) days from the moment when such deficiency was first visible, or such breach occurred, the SaleSys Service will be deemed accepted and delivered in accordance with the Service Agreement.
4.6 The Customer is responsible for acquiring any and all network, internet and telecommunications connections and all technical and operational equipment and environments required for using the SaleSys Service in addition to configuring the User environment in accordance with the instructions provided by SaleSys.
4.7 SaleSys shall provide the Customer with identifiers, such as user IDs and identifiers only to be used for such purposes as agreed upon. Upon termination of the Service Agreement, the Customer shall cease to have any rights in relation to any of the aforementioned, unless agreed upon otherwise. SaleSys shall have the right to make changes to identifiers concerning the SaleSys Service insofar as authorities, building the network, service-related or technical reasons necessitate it. SaleSys shall notify in writing to the Customer of any such changes within a reasonable time prior to the implementation of said changes.
4.9 The Customer acknowledges that the SaleSys Service is made available for customers in various jurisdictions, and some of the functionalities available within or through the SaleSys Service may be limited or prohibited by laws and regulations applicable to the Customer. The Customer is responsible for ensuring lawfulness of the use of such functionalities. The Customer undertakes to obtain any legal assessments necessary concerning the use of such functionalities before taking the functionalities into use. The Customer shall be solely responsible for obtaining necessary permits and consents and providing necessary information, notification and guidance pertaining to the use of such functionalities. For clarity, SaleSys disclaims any responsibility pertaining to the lawfulness of the use of the functionalities available within or through SaleSys Service by the Customer. Without limiting the generality of the foregoing, the Customer specifically acknowledges that the SaleSys Service allows for recording of calls routed through the SaleSys Service, and it is the Customer’s responsibility to ensure lawfulness of making and using such recordings, obtaining all necessary consents for making such recordings, as well as providing all necessary notifications and information pertaining to such recordings.
5.1 SaleSys Service is a cloud-based order management system that structures and streamlines sales work for its Users. The service is provided via the web application https://app.salesys.se or other custom link setup for Customer such as salesys.example.com or similar. As a User of the SaleSys Service, you get a simple overview of your sales and the status of current orders in one place.
5.2 The SaleSys Service also includes functions for managing and calculating commissions, searching for specific orders, viewing inventory balances and the period’s income and expenses.
6.1 As a part of the SaleSys Service provided herein SaleSys shall use its commercially reasonable endeavours to provide general remote support and remote assistance to the Customer in using and setting up the SaleSys Service acquired herein and provide consultation for the Customer’s reasonable questions related to the SaleSys Service for a period of one (1) month as of the commencement of the SaleSys Service, however, such support amounting at most to 10 personnel hours of SaleSys.
6.2 In addition to the general support services set forth above in 6.1, a Customer may order from SaleSys additional setup, support, onsite support, consultancy and training services related to the use of the SaleSys Service at the prices set out in SaleSys price list from time to time.
7.1 SaleSys will make reasonable efforts to keep the SaleSys Service operational 24/7/365. However, certain technical difficulties, maintenance or updates may, from time to time, result in temporary interruptions. To the greatest extent permissible, SaleSys reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the SaleSys Service, with or without notice, all without liability to the Customer, except where prohibited by law, for any interruption, modification, or discontinuation of the SaleSys Service or any function or feature thereof.
7.2 The Customer shall understand, agree, and accept that SaleSys has no obligation to maintain, support, upgrade, or update the SaleSys Service, or to provide all or any specific content through the SaleSys Service. SaleSys does not guarantee that the use of the SaleSys Service will be uninterrupted or error-free. SaleSys is therefore not responsible for any technical errors, regardless of the cause of the errors, or other disturbances in the availability of the SaleSys Service caused by, for example, insufficient internet connection, disturbances by third parties or in connection with updates and maintenance.
7.3 SaleSys makes no representations, warranties or guarantees regarding the SaleSys Service and disclaims all implied and express warranties and representations, including without limitation warranties of fitness for a particular purpose and non-infringement. SaleSys does not warrant that the SaleSys Service will meet or fulfil the Customer’s requirements, expectations or purposes of use.
8.1 In connection with the use of the SaleSys Service, the Customer may transfer various Customer Data to SaleSys for processing on behalf of the Customer. The Customer Data might include Personal Data. With respect to such Personal Data, the Customer acts as data controller and SaleSys acts as data processor under applicable data protection laws. The following terms and conditions set forth in this section are applied with respect to the Personal Data that SaleSys processes on behalf of the Customer. The purpose of SaleSys’ processing of personal data on behalf of the Customer is to fulfil obligations according to the Service Agreement.
8.2 SaleSys and the Customer shall comply with the EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“Regulation”) and any other applicable data protection laws or regulations as amended from time-to-time.
8.4 SaleSys may only process personal data on behalf of and in accordance with the Customer’s instructions. By entering into a Service Agreement, the Customer instructs SaleSys to process personal data in the following manner:
8.5 The Personal Data processed by SaleSys for the Customer may include e.g. Personal Data of the Customer’s end-customers and targets of direct marketing or other communications, such as their name, contact details and communication (telephone calls) between such data subjects and the Customer. The Customer may not transfer any sensitive Personal Data to SaleSys. If such a transfer occurs, SaleSys cannot be held responsible for incorrect processing of these sensitive personal data. Sensitive personal data is defined in the Regulation as:
8.6 SaleSys shall assist the Customer with appropriate technical and organisational measures, as far as possible taking into account the type of processing and the information available to SaleSys, in order for the Customer to fulfil its obligations under the current Regulation or any other applicable laws. SaleSys must ensure the confidentiality, integrity and availability of Personal Data in accordance with the Regulation or any other applicable laws. SaleSys must implement systematic, organisational and technical measures to ensure an appropriate level of security, taking into account the latest technology and implementation costs in relation to the risk that the processing entails and the type of Personal Data to be protected.
8.8 All servers, service centres etc., used by SaleSys in the processing of Personal Data are located in the European Economic Area (“EEA”). SaleSys retains the right to engage in the future sub processors located outside the Customer’s country of domicile and the EEA. In case processing by such sub processors would be subject to any EU data protection law and Personal Data would be transferred from the EEA to a subprocessor for processing in any country outside the EEA that is not recognized by the European Commission as providing an adequate level of protection for personal data, SaleSys undertakes to provide for appropriate safeguards by using measures in accordance with the Regulation, such as standard contractual clauses adopted or approved by the European Commission.
8.9 SaleSys assists the Customer to respond to requests from individuals exercising their rights as data subjects without undue delay with commercially reasonable assistance, taking into account the nature of the processing. Based on the above, SaleSys has the right to a reasonable compensation.
8.10 SaleSys shall assist the Customer to ensure, against a reasonable compensation and with commercially reasonable assistance, that the Customer is in compliance with the Customer’s obligations to perform security and data protection assessments, breach notifications and prior consultations of the competent supervisory authority, as set out in the Regulation, taking into account the nature of the processing and the information available to SaleSys.
8.11 SaleSys shall, without undue delay after having become aware of it, inform the Customer in writing about any data breaches relating to Personal Data and any other events where the security of Personal Data processed on behalf of the Customer has been compromised. As the SaleSys Service allows the Customer to process data arbitrarily, it is not possible to generally report the categories of registered and Personal Data that are covered by the processing. The Customer is responsible for registering this information.
8.13 The Customer retains the title and all Intellectual Property Rights in and to the Customer Data. The Customer grants SaleSys a non-exclusive, sublicensable, transferrable, worldwide, royalty-free licence and permission to use, copy, process, store, modify and otherwise exploit
8.14 The Customer shall be responsible for having the competence and licences required for granting the rights to use granted herein under any applicable laws.
8.15 The Customer shall indemnify SaleSys from and against any loss, damage, claim or liability arising from its breach of this Section 8.
9.2 The Customer must maintain confidential and secure all identifiers, identifying codes, passwords and any other confidential information relating to the SaleSys Service and the provision thereof and ensure that all Designated Users comply with the obligations set out herein. The Customer shall be responsible for all use of identifiers provided to it as well as the appropriate management of the identifiers and maintaining them confidential and secure.
9.3 The Customer must immediately inform SaleSys regarding any threats or suspected threats against the security of the SaleSys Service and of any unauthorised disclosure of confidential information or personal data relating to the SaleSys Service, or if the Customer has reason to believe or suspects that identifiers have or may have been disclosed to others than those users who have been designated originally.
9.4. The Customer may, to such extent as provided by the Service Agreement, decrease the number of Licences the Customer uses. The Customer is obliged to notify of such decreases to SaleSys. The decrease of Licences being used, to such extent as provided by the Service Agreement, shall be accounted for in the next month’s invoicing, provided that the Customer notifies about decreasing the number of Licences by the 15th of the preceding month and is not bound to a minimum amount of users by agreement.
9.5 In relation to all telemarketing, direct marketing and other marketing performed by the Customer or a subcontractor of Customer by using the SaleSys Service, the Customer ensures that all applicable data protection and consumer protection laws and other laws are complied with, including without limitations direct marketing regulation.
10.2 The SaleSys Service stores, collects and generates information concerning the Designated Users generated during the use of the SaleSys Service (“Statistics”). The Statistics include, inter alia, statistics and statistical data as well as general information of the number of times the Designated User uses the service and logs in to it.
10.4 Insofar as the Statistics contain Customer Data, SaleSys shall have the right to exploit generalised and anonymized Customer Data for the purposes of providing Statistics pursuant to Section 10 for Users in accordance with Subsection 2 of Section 8.19.
10.5 Users shall have the right to log in to their accounts and use functionalities within the accounts as permitted by SaleSys at any given time, as well as make use of the Statistics in good faith for their personal use.
10.6 Statistics shall be provided for Users as of the moment when the User creates an account for himself/herself. SaleSys shall have the right to stop providing Statistics with immediate effect and delete the account of a User if it should be deemed necessary due to misuse or for the prevention of damages. If a User has not used his/her account during 1 year, SaleSys shall have the right to prevent access to the account and at its own discretion close the account. In addition, SaleSys shall have at any given time the right to terminate or transfer the provision of Statistics to Users pursuant to this Section 10.
10.7 SaleSys’ limitation of liability. SaleSys shall in no way be liable for the validity of the Statistics or the functionality of the SaleSys Service or any damage that may be caused to Users from the use of the SaleSys Service or damage occurring in relation to it, nor shall SaleSys be liable for any damage, which the Users cause to third parties by using the SaleSys Service or Statistics.
11.1 In return for the use of the SaleSys Service, the Customer shall pay SaleSys the fees set forth in SaleSys price list in force from time to time. SaleSys fees are invoiced monthly in arrears with a payment period of 14 days from the invoice date.
11.2 SaleSys reserves the right to adjust its price list continuously during the contract period. Any price changes must be notified to the Customer in writing at least 2 months before the change takes effect.
11.3 Where Customer fails to pay to SaleSys within fourteen (14) days from the due date of the invoice, SaleSys may suspend to provide the SaleSys Service to Customer or limit the use of said Products without prior notice until Customer has paid to SaleSys the recurring fees for the remaining subscription term. Due to Customer’s delay in payment, the recurring fees for the remaining subscription term shall fall due and SaleSys shall have the right to invoice such due fees from Customer in one instalment due upon delivery of invoice.
13.3 Each party shall promptly upon termination of the SaleSys Service cease using Confidential Information received from the other party and use reasonable means to destroy it without keeping any copies unless it is required by law or regulations.
13.4 The obligations set forth herein regarding Confidential Information shall not apply to information which is:
14.1 SaleSys cannot guarantee the availability of the SaleSys Service and cannot be held responsible if the service is down or if any functionality does not work as expected.
14.2 SaleSys is not responsible or liable for (i) any damages and expenses incurred to the Customer as a result of the loss of Customer Data, including its content, ownership and legitimacy or (ii) for the Customer’s use of the Customer Data and/or the SaleSys Service.
14.4 The value of total accumulated liability (including any refunds and compensation for direct losses and expenses) shall in no event exceed fifty (50) percent of the fees actually paid by Customer to SaleSys for the SaleSys Service during the last two (2) months preceding the receipt of the claim for damages.
14.5 Although SaleSys takes reasonable care to provide secure transmission of information between the Customer and its online solution, the Customer understands that the Internet is an open system and that SaleSys is not and cannot be held responsible or guarantee that third parties will not be able or will not intercept or modify data. SaleSys assumes no responsibility for such misuse, disclosure or loss of data. SaleSys accepts no liability whatsoever for any problems caused by network connections or electricity supply, or any other problems relating to any service or product provided by any third-party service provider.
16.1 SaleSys takes organisational, technical and physical security measures to protect the information uploaded by a Customer or a Designated User to SaleSys. This means, among other things, that the information is encrypted before it is stored on external servers and that as few people as possible have access to the databases.
16.2 The Customer acknowledges that SaleSys stores Customer Data only for a limited time determined by SaleSys in its sole discretion and Customer shall be solely responsible for storing appropriate backup copies of the Customer Data. The Customer especially acknowledges that SaleSys stores telephone call recordings only for a period of minimum 180 days.
16.4 The Customer can export the Customer Data at any time during the Service Agreement period or before the termination of the Salesys Service to ensure that the information is not lost.
17.1 SaleSys is exempt from liability and does not compensate for damage in the event of errors or delays as a result of strikes, power outages, fires, pandemic, acts of war, government action or other circumstances beyond SaleSys’ control commonly known as Force Majeure and which SaleSys could not reasonably foresee and whose consequences SaleSys could not reasonably avoid or overcome. If there is an obstacle to making the SaleSys Service available or taking another action due to the circumstances of Force Majeure, the action may be postponed until the obstacle has ceased.
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