1. PARTIES
1.1 Dugga AB, 559006-5198, Torsgatan 39, 113 62 Stockholm (“Dugga”)
1.2 […………., ……………..,……….., ………….](”Customers”)
2. BACKGROUND
2.1 Dugga provides a service regarding digital samples (the “Service”).
2.2 Dugga's software is installed on servers in Dugga's storage partner's facilities and the Customer is granted access to the Service via the internet through this subscription agreement (the "Agreement"), by logging in with the assigned username and password.
3. ORDER AND CHANGE
3.1 By signing this Agreement, Customers order the services specified in Appendix 2 – Order Form, on the terms and conditions set forth therein.
3.2 The Customer may at any time extend the Agreement to include more users. This may be done, for example, by the Customer adding more users to Dugga's administration interface or by adding users to the Customer's learning platform or other system that is integrated with Dugga so that new users of the Customer have access to the Service. Such new users constitute new subscriptions. To the extent that the number of users exceeds the initial order, subsequent billing of these excess subscriptions will occur during reconciliations that Dugga makes once per calendar quarter.
4. AGREEMENT PERIOD
4.1 The agreement is valid for an initial period of 2 years from signing.
4.2 If termination is not made in writing within 90 days before the end of the initial agreement period or extension period, the Agreement will automatically be extended for 1 year at a time.
5. USERS AND USE
5.1 The right to access the Service covers the number of users specified in the initial order under this Agreement or any subsequent increase in the number of users.
5.2 Users may only be the Customer's pupils/students, employees or consultants performing services for the Customer.
5.3 The Customer is responsible in relation to Dugga for ensuring that the users comply with the conditions specified in this Agreement, including, among other things:
a. All use shall be in accordance with this Agreement and applicable laws and regulations.
b. The necessary permissions exist for the data, material and information processed in connection with the Service.
c. The service may not be used to send spam or other illegal material.
d. Materials that contain software viruses and similar malicious computer codes, scripts, files or programs may not be stored or sent with the Service.
e. Unauthorized access to the Service or associated networks or systems is prohibited.
f. The Service may not be used in a manner that disrupts or impairs the integrity or performance of the Service, or the data contained in the Service.
5.4 The Customer is responsible for ensuring that users exercise due care with passwords and that unauthorized persons do not gain access to the Service or documentation connected to the Service.
5.5 The Customer may only use the Service for internal purposes. The Customer is not entitled to process data on behalf of another.
6. SERVICE AVAILABILITY
6.1 Dugga aims for the availability of the Service to be 98.0 percent.
6.2 The following applies to the calculation of accessibility and consequences if the objective according to 6.1 is not met:
a. The monthly availability percentage is defined as the total number of minutes in a given calendar month minus the total number of minutes when the Service is unavailable during a given calendar month relative to the total number of minutes in a given calendar month.
b. Service unavailability is defined as a period of time during which the Customer, for reasons attributable to Dugga, is unable to read or write any data for which they have permission and/or rights.
c. Certain types of maintenance will result in disruptions to the Service and are not included in the unavailability of the Service as set out above. The Customer shall, to the extent possible, be informed of such maintenance work in good time. The maintenance shall preferably be carried out before or after normal business hours and in a manner that disrupts the Service as little as possible. However, maintenance work may be carried out at short notice or without notice and during business hours if this is necessary to remedy faults in the Service or prevent the occurrence of faults in the Service.
d. Access to the Service is dependent on internet access, which may be subject to limitations, delays or other problems beyond Dugga's control. Delays, delivery problems or unavailability due to such problems or other external factors such as the Customer's equipment or software, do not count towards the unavailability of the Service.
e. If the availability of the Service is less than 98.0 percent during a given calendar month and if this is caused by errors in Dugga's environment, equipment or software, the Customer may demand a proportional reduction in the subscription fee for the relevant month.
f. A prerequisite for a reduction in the monthly fee is that the Customer has reported the problem to Dugga's support center at “ office@dugga.se ”, within 24 hours of the problem occurring. The Customer must provide all relevant information about the error, including a detailed description of the error and which operating system version(s) and browser versions were used, the number of affected users and their location, and any attempts the Customer has made to resolve the problem.
g. The unavailability period begins when the Customer has informed Dugga of the problem.
h. Dugga alone decides what measures to take in response to reported accessibility problems and when. The customer is not entitled to any compensation other than a reduction in the monthly fee as above in the event of lack of accessibility.
7. SUPPORT AND SUPPORT AGREEMENT
7.1 If the Customer has signed a support agreement, by stating this in the order form (Appendix 2) or by later notification to Dugga, the Customer is entitled to support from Dugga's support department in Stockholm.
7.2 Support can be subscribed for different levels of availability.
A Support level A refers to availability 09:00 – 16:00 weekdays.
B Support level B refers to availability 08:00 – 18:00 weekdays.
C Support level C refers to availability 07:00 – 18:00 weekdays and 08:00 – 17:00 Saturdays that are not holidays.
Additional levels of support can be offered individually.
7.3 The support agreement includes support by telephone and remote, as well as the customer receiving access to all software updates linked to the agreed functionality.
7.4 Support cases are sent by email to Dugga's support center ( support@Dugga.se ).
7.5 Support is provided Monday to Friday with the exception of Christmas Eve, New Year's Eve and other public holidays as well as holidays or at other special times specified by Dugga.
7.6 Support means that Dugga will take the measures Dugga deems necessary to resolve software-related problems, based on a detailed problem description from the Customer. However, no guarantees are given that the problem can be resolved.
7.7 Support is provided on the following terms and conditions:
a. Customers with more than 5 users (not pupils/students) must appoint a support contact who acts as the Customer's contact person towards Dugga.
b. The customer must use qualified personnel to try to find the cause of the problem and be prepared to provide detailed information to Dugga's support staff.
c. Cases not covered by Dugga's support commitment are charged according to Dugga's then-current hourly rate.
7.8 Support does not include:
a. Problems that are due to the service being used in a manner other than that specified by Dugga or in other configurations with regard to, for example, operating systems and browsers or have otherwise been caused by the Customer.
b. Restoring database content.
c. Questions regarding other than the service to which the Customer subscribes or problems that only concern the Customer's hardware, internal networks and internet connections and/or parts of peripheral equipment that are not covered by the Service.
8. LIMITATION OF LIABILITY
8.1 Dugga does not guarantee that the functionality of the software will meet the customer's individual requirements, expectations or needs, nor that interruptions or errors will not occur during the operation of the Service.
8.2 Dugga's liability for damages is limited to direct damages amounting to an amount corresponding to what the Customer paid to Dugga during the previous twelve-month period.
9. PROCESSING OF PERSONAL DATA
9.1 Dugga processes personal data on behalf of the Customer in connection with the provision of the Service in accordance with the Agreement.
9.2 The Customer is the “data controller” and Dugga is the “data processor”.
9.3 Appendix 1 – Personal Data Processing Agreement sets out the terms and conditions that apply to Dugga's processing of personal data on behalf of the Customer.
9.4 All data in the Service is stored on servers within the EU at the Microsoft Azure center in Amsterdam/Ireland.
10. CONFIDENTIALITY
10.1 Dugga and its subcontractors shall treat with confidentiality information about the Customer and the Customer's company, business relationships and other information, which is provided to them through this Agreement and which is classified as confidential information. Such information shall not be disclosed to third parties without the Customer's consent.
10.2 The Customer shall similarly protect information about this Agreement and Dugga, which the Customer receives through this Agreement.
10.3 The confidentiality obligation applies even after this Agreement has otherwise ceased to apply.
11. PRICE AND PAYMENT
11.1 Subscription fees are charged as follows:
a. Invoicing is done annually in advance for the agreed number of users.
b. Additional users (subscriptions) are invoiced according to the then-current price in connection with the next quarterly reconciliation and are then coordinated with the annual invoicing.
11.2 Additional services are charged as follows:
a. Fees for support agreements, development of new system functions, workshops, training, etc. are invoiced in advance, according to the agreed price or current price list.
b. Other additional services, such as support in the absence of or in addition to the applicable support agreement, are invoiced after the relevant service has been performed according to Dugga's then-current price list.
11.3 Payment terms are no later than 20 days from the invoice date.
11.4 In the event of late payment, default interest will be charged in accordance with the Interest Act.
11.5 Prior to the extension of the Agreement, the subscription fees will be updated. Normally, changes to the subscription fees shall be notified to the Customer no later than 120 days before the end of the current agreement period.
12. CHANGE OF NUMBER OF USERS AND FUNCTIONS
12.1 As stated in clause 3, the Customer may at any time extend the Agreement to include more users.
12.2 The Customer may reduce the number of users for the Service or reduce the functionality of the Service prior to the next contract period. Any reduction must be notified to Dugga in writing, no later than 90 days before the end of the current contract period.
12.3 The Customer acknowledges that a request to downgrade or reduce the Service with fewer features may result in loss of data, content, features or capacity of the Service. Dugga shall have no liability for any such losses.
13. EARLY TERMINATION
13.1 Either party has the right to terminate this Agreement with immediate effect if the other party:
a. materially breaches its obligations under this Agreement and fails to remedy the breach within 30 days of written request;
b. Has been declared bankrupt, is entering into composition negotiations or for other reasons can reasonably be assumed to be unable to properly fulfill its financial obligations.
13.2 Upon termination of the Agreement, the parties shall, upon request of the other party, delete files and return or destroy materials received from the other party.
14. TRANSFER
14.1 Dugga may assign its rights or obligations under this Agreement in whole or in part, provided that this does not materially impede or hinder the performance of the Agreement. Such assignment shall, if possible, be notified 30 days in advance.
14.2 The Customer may not assign its rights or obligations under this Agreement without Dugga's prior written consent, which shall not be unreasonably withheld.
14.3 Dugga is responsible for the actions of subcontractors as if the action had been taken by Dugga.
15. NEWSLETTER
15.1 The Customer agrees that Dugga may occasionally send relevant information including marketing materials to the Customer and the users. If the Customer does not wish to receive such information, Dugga shall be notified in writing.
15.2 As the Service is a web-based software application, it should be noted that from time to time it may be necessary to send important information or notices regarding the operation of the Service to all customers and users. Such notices will be sent to all, even if the Customer has chosen not to receive information.
15.3 Dugga will not provide third parties with data or information about the Customer for any purpose other than to facilitate Dugga's operation and provision of the Service.
16. CONTACT DETAILS AND MESSAGES
16.1 Changes to the Customer's contact details, including address changes and changes to the person acting as the Customer's contact person, must be notified to Dugga in writing.
16.2 Notices relating to this Agreement shall be sent by courier, registered mail or email. In the case of registered mail, the notice shall be deemed to have been received by the recipient 3 days after sending and in the case of email, when receipt is confirmed.
17. DISPUTES
Disputes concerning the interpretation or application of this Agreement shall be referred to a general court, with exclusive jurisdiction for the Stockholm District Court in first instance.
________________
ENTER, Datum: _____________________.
Name: Patrik Nilsson
[CUSTOMER], Date: ________________
Name: ______________________________
________
Appendix 1 Personal data processing agreement
By ordering, signing up for or using the Dugga service, Dugga's websites and software, or accessing any content or materials made available through the Dugga service, you are entering into a binding agreement with Dugga AB, corporate registration number 559006-5198, Norr Mälarstrand 6 A, 112 20 Stockholm, Sweden.
1. Content and purpose
This agreement is intended to fulfill the personal data legislation's requirement that there must be a written agreement regarding the personal data processor's processing of personal data on behalf of the personal data controller.
2. Processing of personal data
2.1 The personal data processed by Dugga in its capacity as a personal data processor are first name, last name, personal identity number (if applicable), email address, class/group/course affiliation or equivalent, mobile number (if applicable), user results from knowledge assessment tasks and examiner feedback on knowledge assessment tasks.
2.2 Dugga is only entitled to process personal data provided by the Customer in accordance with the Customer's instructions.
3. Security
3.1. Dugga shall take technical and organizational measures to protect the personal data being processed to a level that is appropriate taking into account the sensitivity of the personal data, the specific risks involved, existing technical possibilities and the costs of implementing the measures.
3.2 Personal data shall be protected against any kind of unauthorized processing, such as alteration, destruction or unauthorized access and dissemination.
3.3 Dugga shall be prepared to comply with the Swedish Data Protection Authority's decisions on measures to meet the security requirements of personal data legislation.
3.4 Dugga may not disclose personal data or other information about the processing of personal data without written instructions from the Customer.
3.5 The customer has the right to verify that Dugga is taking the security measures specified above. Dugga shall participate to a reasonable extent in such verification.
3.6 Dugga and its staff must observe confidentiality when processing personal data for which the Customer is the data controller, which means that information about natural or legal persons may not be disclosed.
4. Responsibility
4.1. Dugga shall compensate the Customer if the Customer suffers damage that is attributable to Dugga's processing of personal data in violation of instructions from the Customer or the Agreement.
4.2. The Parties' liability for damages under this personal data processing agreement is limited in scope and amount in the manner set out in the Agreement.
5. Contract period
This personal data processing agreement is valid as long as the Agreement is in force between the parties and will therefore terminate when the Agreement terminates, unless the parties agree otherwise.
6. Treatment ends
Upon termination of Dugga's processing of personal data on behalf of the Customer, all data shall, at the Customer's option, be returned to the Customer or destroyed.
7. Dispute
Any dispute regarding the interpretation or application of this Data Processor Agreement shall be resolved in accordance with the Agreement's dispute resolution provision.
Dugga AB
Torsgatan 39
113 62 Stockholm
Corporate number: 559006-5198