Ngager – General 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 Ngager Communication Group AB, reg. no. 559372-8297 (the “Provider”). By entering into an agreement, 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 terms 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 relating to 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 operations.
1.2 The agreement runs on an annual basis (the “Contract Period”) from the activation date and is automatically renewed for successive twelve (12) month periods unless terminated by either party in accordance with Section 4.
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 testing, or similar activities without the Provider’s prior written consent, or (iv) using the Service in a manner that may harm the Provider’s reputation or technical infrastructure.
2. Fee Model, Billing Period, and Charges
2.1 Fixed Annual License Component (Prepaid Users)
The Customer prepurchases an agreed number of user licenses (“Prepaid Licenses”). These are charged as a fixed annual fee in advance at the beginning of the Contract Period.
2.2 Variable User-Based License Component (Additional Users)
If the Customer activates more users than the number of Prepaid Licenses during the Contract Period, such additional users shall be charged either:
(i) monthly in arrears based on the highest number of concurrently active users exceeding the Prepaid Licenses, or
(ii) through an aggregated annual true-up in connection with the end of the Contract Period, as agreed.
2.3 Determination of Number of Users
The Provider determines the Customer’s highest number of active users on a monthly basis. This data forms the basis for charging additional users.
2.4 Price Adjustments
The Provider reserves the right to adjust prices for upcoming Contract Periods with at least thirty (30) days’ prior written notice.
2.5 No Refunds
All charged fees, whether fixed or variable, are non-refundable.
3. Payment Terms
3.1 The fixed annual fee for Prepaid Licenses is invoiced in advance at the start of the Contract Period. Payment terms are thirty (30) days net unless otherwise agreed.
3.2 Fees for additional users are invoiced either monthly in arrears or as an annual true-up in accordance with the license model selected in the agreement.
3.3 In the event of non-payment, the Provider has the right to immediately restrict, suspend, or deactivate the Customer’s access to the Service until full payment has been received. The Provider is also entitled to charge default interest in accordance with the Swedish Interest Act and compensation for reasonable debt collection costs.
3.4 Suspension or deactivation of the Service does not relieve the Customer of its payment obligations.
4. Termination and End of Subscription (General Model)
4.1 The agreement may be terminated by either party with thirty (30) days’ written notice prior to the end of the Contract Period. Termination during an ongoing Contract Period does not affect fees already invoiced or due.
4.2 The Customer retains full access to the Service until the end of the current Contract Period. Thereafter, access is terminated and data is handled in accordance with Section 5 (Data Management and Data Protection).
4.3 The Provider is entitled to terminate the agreement with immediate effect in the event of a material breach, including non-payment, unauthorized use of the Service, or breach of security requirements.
4.4 Upon termination of the agreement, no refunds of the fixed annual license fee or previously charged variable fees shall be made.
4.5 If the Customer continues to use the Service after the end of the Contract Period without timely termination, the agreement shall be automatically renewed in accordance with Section 1.2.
5. Data Management and Data Protection
5.1 The Customer retains all rights to 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 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) until the next billing 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 policies.
5.5 The Provider may collect and process aggregated and anonymized data for statistical purposes, improvement of the Service, 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 any and all claims, demands, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (i) the Customer’s or Users’ 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 in effect from time to time, unless otherwise agreed.
7.2 The Provider reserves the right to perform planned and unplanned maintenance and to implement changes, improvements, and updates to the Service.
7.3 The Provider strives for high availability but does not guarantee 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 aggregate 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 claim.
8.3 The Provider is not liable for indirect damages, consequential losses, 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, government actions, strikes, sabotage, natural disasters, cyberattacks targeting third parties affecting the availability of the Service, or material 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 shall be communicated to the Customer at least thirty (30) days prior to their entry into force via email to the registered contact address or through notice in the Service.
10.3 If the Customer does not accept the changes, the Customer is entitled to terminate the subscription with effect from the date the changes enter into force.
10.4 Continued use of the Service after the changes 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 full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the parties’ original intent.
11.3 The Provider’s failure to enforce any provision of these Terms at any time shall not be construed as a waiver of the right to do so later.
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. Any 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.
Version 251216E
