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Terms and Conditions ON DIGIP AB'S PROVISION OF SERVICES INCLUDING CONDITIONS FOR PAYMENT
1.1. In these Terms and Conditions, Digip refers to Digip AB or another party specifically designated by the company. The Customer refers to the party assigning Digip for the provision of services (the Assignement).
1.2. These General Terms and Conditions shall apply between Digip and the Customer regarding purchase of services from Digip regardless of in what way Digip and the Customer has agreed to the Assignment.
1.3. Digip reserves the right to revise these General Terms and Conditions, after which such a revised version will be published at www.Digip.com. Digip will also notify the Customer. The new version shall apply between Digip and the Customer after the Customer has been notified of the new version. Such notice will be sent to the Customer's point of contact for the Agreement.
1.4. For certain services, special terms may apply. Such special terms shall, in case of conflict with this Agreement, take precedence over the terms of this Agreement.
2. The Assignment
2.1. Digip undertakes to perform the Assignment as set out in the Agreement.
2.2. Digip's performance of the Assignment is subject to the Customer meeting its obligations under the Agreement, in particular regarding payment of fees and supply of necessary information/documentation.
2.3. Unless otherwise specifically agreed, the Assignment does not include any commitment to provide any particular outcome or result.
2.4. The Agreement (unless otherwise agreed) shall be valid for one year from the entering into the Agreement, after which it is extended for periods of one year at a time if the Agreement has not been terminated in writing no later than ninety (90) days before the end of any contractual period.
3. Fees and payment
3.1. Digip is entitled to fees for the Assignment as set out in the Agreement. Prices are listed and do not include value-added tax (VAT) unless otherwise stated. Unless otherwise agreed, Digip has the right to adjust subscriptions and current fees, such as registry fees, during ongoing Assignments in connection with adjustments in Digip's current price lists. Digip is entitled to yearly adjust the prices based on the Swedish Central Statistics office’s (Sw. Statistiska Centralbyrån) Consumer Price Index (CPI) of +2% yearly for all contracted services.
3.2. Billing occurs monthly for ongoing work and expenses, and yearly in advance for subscriptions. Invoices shall be due thirty (30) days after the invoice date and interest shall accrue on late payments in accordance with the provisions of the Interest Act (Sw. räntelagen (1975: 635)) from the due date until payment is received. The correct invoice address is the one specified in the Agreement or the one subsequently supplied to Digip by the Customer in writing. Digip is entitled to charge the Customer in installments or á conto.
3.3. Digip is entitled charge, in arrears, any changes in currencies and fee changes at the respective top level domain name administrator, government authority or supplier, as well as transaction costs related to Digip payment orders.
3.4 A cost estimate of a matter can be supplied as per the Customer’s request. Such estimate is based on the information available to Digip at the time of the estimate and does not constitute a fixed price as the specifics of the Assignment may require the estimate to be adjusted.
4. Right to withdraw from Assignments
4.1. Digip may at any time withdraw from the Assignment if the Customer does not make payments to Digip in accordance with these General Terms and Conditions.
4.2. Digip may terminate the Agreement with immediate effect if the Customer deliberately provides incorrect information, misleads Digip or otherwise acts in a way that has a materially adverse effect on Digip's performance of the Assignment.
4.3. Digip may withdraw from an Assignment, with 30 days’ notice, or the shorter time which otherwise is required, if changes to applicable laws, rules or regulations, or upon decisions from authorities or regulating bodies, have the effect that Digip’s ability to perform the Assignment is significantly impeded or if the costs thereof significantly increase.
5. Processing of personal data
Processing of Customer data is handled according to Digip data processing addendum. The processing addendum is attached as appendix A to this agreement.
6. The Customer’s obligation to provide accurate information
6.1. The Customer shall provide the information and the documentation requested by Digip to fulfill the Assignment. At the request of Digip, the Customer shall review received documents and provide Digip with clarifying instructions.
6.2. The Customer is responsible for ensuring that all information provided in connection with an application for registration of a domain name, trademark or other assignment is correct and shall notify Digip of any changes regarding such information.
7. Intellectual property
7.1. Copyright and all other intellectual property rights to documents and work results created by Digip within the scope of the Assignment shall be owned by Digip. However, the Customer is entitled to use such documents and work results for the purposes for which they were made. Unless otherwise agreed, the Customer may not distribute the documents and the work results, nor use them for marketing purposes.
7.2. After obtaining the Customer's written consent thereto, Digip has the right to use the Customer's logo, tradenames and trademarks in the context of marketing, such as when indicating reference clients on its website and in other contexts.
8. Hiring of external contractors
8.1. Digip has the right to hire a subcontractor for the execution of the Assignment and is, in such cases, responsible for the subcontractor's performance as if it was carried out by Digip. If such subcontractor is a subsidiary to or part of the same group of companies as Digip, the Customer may only engage Digip for any claims or the like arising of the Agreement.
8.2. If Digip hires an external supplier, such as a skilled person in the trade, following the Customer's instructions and on behalf of the Customer, the skilled person shall act independently of Digip and Digip is not responsible for the suppliers work, nor for any quotation provided by such supplier regardless of any recommendations. However, Digip may in such cases, and on behalf of the Customer, accept a limitation of the supplier's liability. It is the responsibility of the Customer to pay fees and costs of such suppliers, regardless of whether this is invoiced to the Customer directly or if billing is made through Digip.
9. Limitations of liability
9.1. Digip shall perform the Assignment according to best effort and shall not be responsible for a particular result or a certain outcome of the Assignment. Digip is liable for damage suffered by the Customer only if the damage is caused by Digip due to gross error or negligence in the performance of the Assignment.
9.2. Digip's liability does not cover any indirect loss or loss arising out of or in connection with this Agreement, including but not limited to loss of profit, loss of income or anticipated savings, or loss of and/or damaged data or information. This applies regardless of for what reason the damage or loss has been caused (including damage or loss caused by negligence) and whether the damage was foreseeable or not at the time of entering into the Agreement.
9.3. Digip's total liability in respect of damage or other loss (regardless of how the damage or loss has been caused, which includes damage or loss caused by negligence) arising under or in connection with this Agreement shall be limited to an amount equivalent to 100% of the total annual compensation which shall be paid by the Customer.
9.4. Digip is not responsible for any damage that has occurred or is likely to arise due to the Customer's actions or omission. Digip is not responsible for any recommendations or actions based on incorrect or inadequate information from the Customer and/or by the Customer referred third party or for additional costs incurred due to such incorrect or inadequate information. Digip is not responsible for any loss or damage resulting from the use of documents or work results in any way or for any purpose other than for which they were produced or submitted to the Customer by Digip.
9.5. Digip does not exercise control over the information that passes through the digip.com platform. Digip is not responsible for interruptions or disturbances in third party services or for damage or loss in the event of interruptions, incorrect or missing data deliveries, transmitted computer viruses or other similar incidents. The Customer has the sole responsibility to protect their computer resources against unauthorized access. Digip is not responsible if a user of the digip.com platform, whatever type of user said user may be, infringes the Customer's data or computer resource and access, destroy or distort information.
10. Force Majeure
10.1. Digip shall be released from liability in damages and any other penalties of performance when any of its undertakings are impeded or substantially obstructed by circumstances that Digip could not control or foresee such as general labour disputes, lightning, fire, amendments to regulations issued by governmental authorities, general scarcity of transport, goods or energy or delay in connected networks. However, if the performance of the Agreement is materially prevented for more than fifteen (15) days due to such circumstances, the Customer is entitled to terminate the agreement with fifteen (15) days’ notice in writing. This particular right of termination applies only as long as the impediment lasts.
11.1. digip.com case management system is the primary method of communication by which Digip communicates with the Customer's point of contact, other personnel at the Customer and others involved in the matter. Digip assumes no liability for any risks arising from communication through digip case management. This also applies to notices under these General Terms and Conditions.
12. Transfer and affiliated companies
12.1. This agreement is entered into between Digip and the Customer and may not be transferred to any third party without the written consent of the other Party. However, Digip may transfer its right to payment under this Agreement.
12.2. For the sake of clarity, what is stated in Clause 13.1 has the meaning that Digip is responsible towards the Customer, even if the Assignment may include services provided to third parties at the Customer's request, such as to one of the Customer’s affiliated companies. As such, the Customer has the exclusive right to engage Digip for any claims arising of the Agreement. Other than this particular provision, these General Terms and Conditions shall apply in relation to such Customer affiliated companies.
13. Governing law and disputes
13.1. This Agreement shall be governed by and construed in accordance with the laws of Sweden.
13.2. Any disputes arising in connection with this Agreement shall be finally settled by the courts of Sweden with the District Court of Stockholm as the court of the first instance.
Data Processing Addendum
This data processing addendum and attached schedules (the ”Addendum”) apply to the Processing of Personal Data where Digip AB, in the capacity of Processor, on behalf of Client, in the capacity of Controller, provides the services agreed upon in the Agreement (Services). This Addendum is not applicable on the situations where Digip AB is the Controller. This Addendum is subject to the terms as defined in Digip AB’s general Terms and Conditions terms used and not defined herein have the meanings given them in the General Data Protection Regulation (Regulation (EU) 2016/679 (the “GDPR”).
1. Background (a) The Processor will Process Personal Data for the Controller as part of providing Services to the Controller, further detailed in Schedule 1. (b) This Addendum is applicable where Client is Personal Data Controller and Digip AB is Personal Data Processor as defined in the GDPR. (c) Client is the sole Controller of Client Personal Data. Client appoints Digip as Processor to Process Client Personal Data as set out in this Addendum. To demand changes to this Addendum Client can contact Digip via the contact information under section 8.
2. The Controller´s instructions
2.1 The Processor shall Process Personal Data only in accordance with documented instructions from the Controller, as set out in Schedule 1, and in accordance with the GDPR. Accordingly, the Controller undertakes to keep the Processor harmless for such damage as the Processor suffers as a direct consequence of the Controller’s instructions leading to the Processor Processing Personal Data in violation of the GDPR. If the Processor does not have necessary instructions, the Processor shall inform the Controller and thereafter await instructions that the Controller deems necessary. The Processor shall also immediately inform the Controller if, in its opinion, an instruction infringes the GDPR.
3. Commitments of the Processor
3.1 Furthermore, the Processor shall in particular: (a) have an appropriate technical and organisational safety and take all measures required pursuant to Article 32 in the GDPR to protect the Personal Data Processed under this Addendum, including but not limited to, ensuring that persons authorized to Process Personal Data have committed themselves to confidentiality or are under an appropriate statuary obligation of confidentiality; (b) assist the Controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 in the GDPR (such as technical and organisational measures, notification and information in case of a Personal Data Breach, data protection impact assessment and prior consultation) and the Controller’s obligations pursuant to Chapter III in the GDPR regarding Data Subjects’ rights (such as the right to information, access, rectification, erasure, restriction of Processing, data portability, objection to automated decisionmaking); (c) refer any request to access Personal Data from a Data Subject, the Data Protection Authority or any other Third Party to the Controller. The Processor shall also without delay notify the Controller of any contact with the Data Protection Authority concerning, or possibly concerning, the Processing of Personal Data under this Addendum; (d) at the choice of the Controller, delete, anonymize or return all Personal Data to the Controller after the termination of the Agreement, irrespective of the reason thereto, including the deletion of existing copies, unless the GDPR, domain name registries or Member State law requires storage of the Personal Data; (e) promptly notify the Controller of any security incidents where such incidents have resulted in or are likely to result in accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to the Personal Data covered by this Data Processing Addendum; (f) upon request from the Controller, promptly provide the Controller with all requested information about the incident such as the facts relating to the incident, its effects and the remedial action taken and cooperate with the Controller in communicating about the incident with the supervisory authority where necessary; (g) upon instruction to delete Personal Data from the Controller’s Data Subject, destroy, overwrite or otherwise delete the data within no more than 180 days; (h) assist the Controller with information necessary for the Controller to comply with its obligations as a Controller towards the Data Protection Authority and/or Data Subjects.
3.2 Furthermore, the Processor shall always Process Personal Data in compliance with the GDPR. This includes, but is not limited to, maintaining a record of Processing activities, provide access to the record of Processing activities when requested by the Data Subject or the Controller, and to immediately notify the Controller of if the Processor suspects that there is a risk that individuals’ rights and freedoms are violated. 3.3 The client authorize Digip to, on the Client’s behalf, enter into standard contractual clauses with sub-Processors in third countries, specifically standard contractual clauses for the transfer of personal data to Processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (2010/87/EU). 2 (4)
4.1 Neither party shall be liable to the other party in any event for indirect damages such as loss of profits, reduced turnover, loss and corruption of data, failure to comply with Third Party obligations or loss of benefit of the Processing or the Addendum otherwise.
5.1 This Addendum is valid by accepting the Agreement, alternatively by specifically accepting the Addendum. The Addendum shall last as long as the Processor Processes Personal Data on behalf of the Controller. The Addendum may be terminated by either party by terminating the Agreement in accordance with the rules of termination specified in the Agreement.
6. Third Party Request and Confidentiality
6.1 Digip will not disclose Client Personal Data to any third party, unless authorised by the Client or required by law. If a government or Supervisory Authority demands access to Client Personal Data, Digip will notify Client prior to disclosure, unless prohibited by law.
6.2 Digip requires all its personnel authorized to Process Client Personal Data to commit themselves to confidentiality and not Process such Client Personal data for any other purposes, except on instructions from Client or unless required by applicable law.
7.1 Upon Client’s written request Digip shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client.
7.2 Digip will provide Client or its mandated auditor with the information necessary to demonstrate compliance with the obligations laid down in this Addendum.
7.3 Each party will bear its own costs in respect to clauses 7.1 and 7.2.
8.1 Survival of obligations: On termination of this Addendum, regardless of the reason for such termination, the following Clauses shall survive and continue in full force and effect; clause 8.1 (Survival of obligations) and clause 8.4 (Governing law and disputes).
8.2 Changes and additions: Changes and additions to this Addendum must be in writing (with express reference to this Addendum) and duly executed by the Parties.
8.3 Sub-Processors: The Processor is entitled to hire sub-Processors for Processing Personal Data on behalf of the Controller. The Processor undertakes to inform the Controller regarding the Processor’s possible plans to hire and/or substitute a sub-Processor, giving the Controller the opportunity to object to such changes. If the Processor hires sub-Processors for Processing Personal Data on behalf of the Controller, the Processor is fully liable towards the Controller for such sub-Processors’ activities The Processor shall hire sub-Processors in accordance with the Categories defined in Schedule 2.
8.4 Governing law and disputes This Addendum shall be governed by and construed in accordance with the laws of Sweden. Any dispute, controversy or claim arising out of, or in connection with, this Addendum, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (“the Institute”). The seat of arbitration shall be Gothenburg, Sweden. The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The Parties agree, without limitation in time, not to disclose the existence or contents or any decisions or awards with regards to this Addendum or information about proceedings, arbitration, or mediation due to the same. The provisions set forth in this Clause 7.4.4, shall not apply unless in compliance with law, other legislation, authority’s order, securities exchange regulations or practice on the securities exchange or is otherwise required for the enforcement of a decision.
9. Contact details
9.1 Company Contact details For any changes to this Addendum, questions about how we Process your Personal Data or information and contact information for the designated responsible person for Personal Data, please feel free to contact us via the following contact information:
Purpose of the Processing
1.1 The Processor undertakes to follow the instructions set out in this Schedule 1, which can be amended from time to time through a written message from the Controller to the Processor.
1.2 The Processor shall Process Personal Data in order to provide hosting solutions for rental of virtual and physical server space. By providing these services, the Processor is Processing all Personal Data which the Controller chooses to store on the servers.
1.3 The nature, purpose and subject matter of the Processing is the provision of the Service as described in the Agreement.
2. Duration of the Processing
2.1 The Processor shall Process Personal Data for the Duration of the Agreement, unless otherwise agreed on in writing.
2.2 Certain data must be stored for a longer period of time, even after a business relationship has been terminated, when this is required by national law. Such requirements may for example be included in tax or book keeping laws.
3.1 The Processor will endeavour to take adequate technical and organizational measures against loss or any form of unlawful Processing (such as unauthorized disclosure, deterioration, alteration or disclosure of Personal Data) in connection with the performance of Processing Personal Data under this Data Processing Addendum.
3.2 The Processor does not guarantee that the security measures are effective under all circumstances. The Processor will endeavour to ensure that the security measures are of a reasonable level, having regard to the state of the art, the sensitivity of the Personal Data and the costs related to the security measures.
4. Type of Personal Data
4.1 The Processor Process Personal Data which is necessary to administer the relation with the Controller and to provide services in accordance with the Agreement. The Processing consists of all Personal Data which the Controller chooses to store on the servers. The Processor only Processes this Personal Data by storing it. Since the type of Personal Data depends on what the Controller chooses to store, it is not possible to specify the type of Personal Data which will be Processed.
5. Categories of Data Subjects
5.1 The Data Subjects of the Controller may include the Controller’s end users, employees, contractors, suppliers and other third parties.
4 (4) Schedule
2 Sub Processors
1. Sub Processors
1.1 The Processor shall use the following Sub-Processors:
1.1.1 Management and maintenance of DNS servers InternetX GMBH Johanna-Dachs-Str. 55, 93055 Regensburg, Germany
1.1.2 Payment processing Stripe 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, D02 H210, Ireland
1.1.3 Supplying of Office365 Microsoft Ireland One Microsoft Place, South County Business Park, Leopardstown, Dublin 18, Ireland