Ngager – Terms of Use
These general terms of use (the “Terms”) govern the Customer’s access to and use of the cloud-based software service Ngager (the “Service”), provided by N’gager Communication Group AB, reg. no. 559372-8297 (the “Provider”). By creating an account, activating a subscription, or using the Service, the customer (the “Customer”) agrees to be bound by these Terms.
In these Terms, the following expressions shall have the meanings set out below:
“User” means a natural person who has been granted access to the Service by the Customer.
“Documentation” means user manuals, technical documentation, and other written material regarding the Service provided by the Provider.
“Customer Data” means all data, information, and material that the Customer or Users upload, register, or otherwise provide in the Service.
“Personal Data” means information processed in the Service that directly or indirectly relates to an identified or identifiable natural person.
1. License and Access to the Service
1.1 The Provider grants the Customer a non-exclusive, non-transferable, and limited license to use the Service for the Customer’s internal business purposes.
1.2 The subscription runs on an ongoing basis with no minimum commitment period and is billed monthly in accordance with Section 2.
1.3 The Customer is responsible for ensuring that only authorized persons are granted access to the Service and that assigned accounts are used in accordance with these Terms. The Customer undertakes not to use the Service, intentionally or negligently, for purposes that violate applicable law, good practice, or these Terms, including but not limited to: (i) infringing third-party intellectual property rights, (ii) distributing malicious code or viruses, (iii) performing security analyses, penetration tests, or similar activities without the Provider’s prior written consent, or (iv) using the Service in a manner that may damage the Provider’s reputation or technical infrastructure.
2. Fee Model, Billing Period, and Charges
2.1 The fee is based on the number of active users registered in the Customer’s account.
2.2 Billing is performed monthly in advance.
2.3 The chargeable number of users is determined by the Provider on the last day of each billing period (the “Charge Date”).
2.4 If the Customer increases the number of users during an ongoing period, such increase will be taken into account as of the next Charge Date. The same applies to reductions.
2.5 Fees are non-refundable retroactively.
2.6 The Provider may adjust prices with reasonable prior notice of at least thirty (30) days, whereupon new prices apply from the next billing period.
3. Payment Terms
3.1 Payment is made via the payment method selected by the Customer upon registration (e.g., invoice, debit card, or credit card).
3.2 Payment terms for invoicing are thirty (30) days net. For card payments, charges are processed immediately.
3.3 In the event of non-payment, the Provider is entitled to immediately restrict, pause, or deactivate the Customer’s access to the Service until full payment has been received. The Provider is also entitled to charge late payment interest in accordance with the Swedish Interest Act and compensation for reasonable collection costs.
3.4 A paused or deactivated Service does not release the Customer from its payment obligations.
4. Termination and End of Subscription (Month-to-Month Model)
4.1 The Customer may terminate the subscription at any time via the account settings or by written notice to the Provider.
4.2 Termination takes effect immediately, but the subscription will end as of the next Charge Date.
4.3 The Customer retains full access to the Service until the date on which the next billing period would have commenced.
4.4 No refunds are provided for any already billed period.
4.5 The Provider may terminate the Customer’s subscription with immediate effect in the event of a breach of these Terms or if the Service is used in a manner that may harm the Provider, its customers, or its systems. The Provider is also entitled to immediately terminate or suspend the subscription if it has reasonable grounds to suspect that the Service is being used in violation of these Terms, for fraudulent purposes, or in a way that may entail legal or regulatory risks for the Provider.
5. Data Management and Data Protection
5.1 The Customer retains all rights to the data processed on the Customer’s behalf in the Service.
5.2 The Provider acts as a data processor for the processing of personal data carried out within the scope of the Service. A data processing agreement (DPA) pursuant to Article 28 of Regulation (EU) 2016/679 (GDPR) is automatically entered into through the Customer’s use of the Service.
5.3 Upon termination of the subscription, the Customer may export its data in a standardized format (e.g., CSV/Excel) up to the next Charge Date.
5.4 Thirty (30) days after termination of the subscription, the Customer’s data will be deleted or anonymized in accordance with the Provider’s data retention routines.
5.5 The Provider may collect and process aggregated and anonymized data for statistical purposes, service improvement, and development of new features, provided that no Customer or individual can be identified.
6. Intellectual Property Rights
6.1 All ownership rights, including all intellectual property rights, to the Service and related software, structures, source code, APIs, design, and documentation vest exclusively in the Provider.
6.2 No part of the Service may be copied, modified, reverse-engineered, or otherwise exploited in violation of the Provider’s rights.
6.3 The Customer retains all rights to material uploaded to the Service and is solely responsible for ensuring that such material does not infringe third-party rights.
6.4 The Customer undertakes to indemnify and hold harmless the Provider, its subsidiaries, affiliates, board members, employees, and agents from and against all claims, demands, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (i) the Customer’s or a User’s use of the Service in violation of these Terms, (ii) Customer Data or material provided by the Customer in the Service, (iii) alleged or actual infringement of third-party intellectual property or other rights resulting from the Customer’s use of the Service, or (iv) the Customer’s breach of applicable law or regulation.
7. Support, Availability, and Maintenance
7.1 The Provider provides support in accordance with the support levels applicable from time to time for self-service customers.
7.2 The Provider is entitled to carry out planned and unplanned maintenance and to implement changes, improvements, and updates to the Service.
7.3 The Provider strives for high availability but provides no guarantees of uninterrupted operation.
7.4 The Service is provided “as is” and “as available.” The Provider makes no warranties, express or implied, regarding the Service or that the Service will be free from errors or interruptions.
8. Limitation of Liability
8.1 The Provider is only liable for direct damages caused by gross negligence or willful misconduct.
8.2 The Provider’s total liability is limited to the amount paid by the Customer for the Service during the three (3) months preceding the event giving rise to the damage.
8.3 The Provider is not liable for indirect damages, consequential damages, loss of profit, loss of data, loss of goodwill, or third-party claims.
8.4 The Customer is solely responsible for backing up its own exportable data.
9. Force Majeure
The Provider shall not be liable for service interruptions, delays, or damages directly or indirectly caused by circumstances beyond the Provider’s reasonable control, including but not limited to disruptions in telecommunications, power outages, governmental actions, strikes, sabotage, or natural disasters, cyberattacks directed at third parties affecting the availability of the Service, and significant disruptions in cloud service providers’ infrastructure.
10. Amendments to the Terms
10.1 The Provider reserves the right to amend these Terms.
10.2 Material changes will be communicated to the Customer at least thirty (30) days prior to their effective date via email to the registered contact address or by notice in the Service.
10.3 If the Customer does not accept the amendments, the Customer has the right to terminate the subscription with effect from the date the amendments enter into force.
10.4 Continued use of the Service after the amendments have entered into force constitutes the Customer’s acceptance of the amended Terms.
11. Miscellaneous
11.1 These Terms, together with any appendices and supplementary documents provided by the Provider (including but not limited to the data processing agreement and technical documentation), constitute the entire agreement between the parties regarding the Service and supersede all prior agreements, whether oral or written. In the event of any conflict between these Terms and supplementary documents, these Terms shall prevail unless expressly stated otherwise in the supplementary document.
11.2 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in force. The invalid provision shall be replaced by a valid provision that most closely reflects the parties’ original intent.
11.3 The Provider’s failure at any time to enforce these Terms shall not be construed as a waiver of its right to do so at a later time.
11.4 The Customer may not assign its rights or obligations under these Terms without the Provider’s prior written consent.
12. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with Swedish law. Disputes that cannot be resolved through negotiation shall be settled by the general courts of Sweden, with the Stockholm District Court as the court of first instance.
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