1.1 Dugga AB, 559006-5198, S:t Eriksgatan 65, 113 32 Stockholm (”Dugga”)
1.2 […………., ……………..,……….., ……….](”The Customer”)
2.1 Dugga provides a digital assessment service (“The Service”).
2.2 Dugga’s software is installed on servers in Dugga’s storage partner’s facilities and through this subscription agreement (“The Agreement”) the customer gains access to the Service via the internet, by logging in with the assigned username and password or via SSO.
- ORDERS AND ALTERATION
3.1 By signing this agreement the Customer orders the services in the Offer/ Order/ Order Form, on the terms stated therein.
3.2 The customer may at any time extend the Agreement to include more users. This can be done, for example, by adding more users to Dugga’s administration interface or by adding users to the Customer’s learning platform or other system integrated with Dugga so that new users with the Customer have access to the Service. Such new users constitute new subscriptions, regardless of whether an order has been placed for Dugga or whether the Customer itself has added the new users. If the number of users thus exceeds the initial order, these excess subscriptions are invoiced for reconciliations that Dugga makes once per calendar quarter and the contract period is extended for the entire number of users with the Customer, so that the initial contract period is counted from the date of the last reconciliation where the increased number of users is stated. If the Customer wishes a different arrangement regarding the contract period, the Customer must sign a separate agreement for the excess subscriptions.
4.1 The agreement is valid for an initial period of two years from the signing or the longer period that will be the result of any increase in the number of users with the Customer according to point 3.2.
4.2 If termination is not made in writing within 90 days before the end of the initial contract period or extension period, the Agreement is automatically extended by two years at a time.
5.1 The right of access to the Service includes the number of users specified in the initial order according to this Agreement or later 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 responds in relation to Dugga that the users meeting the conditions set out in this Agreement, including that:
- All use shall be in accordance with this Agreement and applicable and current laws and regulations.
- Required permits exist for the tasks, materials and information processed in connection with the Service.
- The Service may not be used for sending spam or other illegal material.
- Material containing software viruses and similar malicious computer codes, scripts, files or programs may not be stored or sent with the Service.
- Unauthorized access to the Service or associated networks or systems is prohibited.
- The Service may not be used in a manner that interferes with or obstructs the integrity or performance of the Service, or the information contained in the Service.
5.4 The Customer is responsible for ensuring that users take due care with passwords and that unauthorized people cannot access the Service or documentation linked 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.
6.1 Dugga’s goal is that the Service’s accessibility should amount to 98.0 percent.
6.2 The following applies to the calculation of availability and consequences if the target according to 6.1 is not met:
- Percentage availability per month is defined as total minutes in a month minus the total number of minutes when the Service is unavailable during a given calendar month in relation to the total number of minutes during a calendar month.
- The inaccessibility of the Service is defined as a period of time when the Customer, for reasons attributable to Dugga, is unable to read or write any information for which they have permission and/or rights.
- Some types of maintenance will lead to service disruptions in the Service and these are not included as inaccessibility of the Service as set out above. The Customer shall as far as possible be informed of such maintenance work in good time. Maintenance should preferably be performed before or after normal office hours and in a manner that disrupts the Service as little as possible. However, the maintenance may be performed at short notice or without notice during office hours if this is necessary to correct errors in the Service or prevent the occurrence of errors in the Service.
- Access to the Service is dependent on internet access, which may be subject to restrictions, delays or other issues beyond Dugga’s control. Delays, delivery problems or inaccessibility due to such problems or other external factors such as the Customer’s equipment or software, is not included in the Service’s inaccessibility.
- If the Service’s availability is less than 98.0 percent during a calendar month and if this is caused by errors in Dugga’s environment, equipment or software, the Customer may require a proportionate reduction in the subscription fee for the current month.
- A condition for reducing the monthly fee is that the Customer reports the problem to Dugga’s support centre at ”[email protected]”, within 24 hours after the problem occurred. The Customer must provide all relevant information about the error, including a detailed description of the error, which operating system versions and browser versions were used, the number of affected users and where they are located, and any attempts made by the Customer to solve the problem.
- Unavailability begins to count when the Customer has informed Dugga of the error.
- Dugga alone decides what measures to take regarding reported accessibility problems and when. The Customer is not entitled to compensation other than the reduction of the monthly fee as mentioned above in case of lack of availability.
7. SUPPORT AND SUPPORT AGREEMENTS
7.1 If the Customer has signed a support agreement, by stating this in the order form (Annex 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 accessibility.
A Support level A refers to availability 09:00 – 16:00 on weekdays.
B Support level B refers to availability 08:00 – 18:00 on weekdays.
C Support level C refers to availability 07:00 – 18:00 and weekdays on 08:00 – 17:00 on Saturdays which are not holidays.
Additional support levels can be offered individually.
7.3 The support agreement includes support by telephone and remote as well as giving the customer access to all software updates linked to the agreed functionality.
7.4 Support cases are sent by e-mail to Dugga’s support centre. ([email protected]).
7.5 Support is provided Monday through Friday apart from Christmas Eve, New Year’s Eve and other public holidays as well as bridging days or other special times specified by Dugga.
7.6 The support means that Dugga will take the measures that Dugga deems necessary to solve software-related problems, based on a detailed problem description from the Customer. However, no guarantees are given that the problem can be solved.
7.7 Support is provided under the following conditions:
- Customers with more than 5 users (not pupils/ students) should appoint a Support Contact who acts as the Customer’s contact person towards Dugga.
- The Customer should try to find the cause of the problem with qualified personnel and be prepared to provide detailed information to Dugga’s support staff.
- Matters that are not covered by Dugga’s support commitment are charged according to Dugga’s then applicable hourly rate.
7.8 Support does not include:
- Problems due to the service being used in a manner other than Dugga has specified or in other configurations with respect to e.g. operating systems and browsers or otherwise caused by the Customer.
- Restoration of content in databases.
- Issues regarding anything other than the service to which the Customer subscribes or problems relating only to the Customer’s hardware, internal networks and internet connections and/or parts of peripherals not covered by the Service.
8. LIABILITY LIMITATION
8.1 Dugga does not guarantee that the software’s functionality will meet the Customer’s individual requirements, expectations or needs, nor that any interruptions or errors will occur during the operation of the Service.
8.1 Dugga’s liability is limited to direct damages amounting to an amount equivalent to what the Customer paid to Dugga during the previous twelve-month period.
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 a” personal data controller” and Dugga is a ”personal data processor”.
9.3 Appendix 1 – Personal Data Process Agreement sets out the 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 centre in the Netherlands/ Ireland/ Sweden.
10.1 Dugga and its subcontractors to Dugga treat with confidentiality information about the Customer and the Customer’s companies, business relations and other information, which is shared by this Agreement and classified as confidential information. Such information is not disclosed to outsiders without the Customer’s approval.
10.2 The Customer shall similarly protect information about this Agreement and Dugga, which the Customer receives from this Agreement.
10.3 The confidentiality obligation also applies after the termination of this Agreement has otherwise expired.
11.1 Subscription fees are charged as follows:
- Billing is done annually in advance for the agreed number of users.
- Additional users (subscriptions) are invoiced according to the applicable price in connection with the next quarterly reconciliation and are then coordinated with the annual invoicing.
- If a discount has been stated in the order form then that discount will be valid for the first year of the first agreement period or for the time period that is explicitly stated in the order form.
11.2 Additional services are charged as follows:
- Fees for support agreements, development of new system functions, workshops, training etc. will be billed in advance, according to the agreed price or current price list.
- Other additional services, e.g. support in the absence of or in addition to the applicable support agreement, will be billed after the current service has been performed according to Dugga’s then current price list.
11.3 Payment terms are no later than 20 days from the billing date.
11.4 In the event of late payment, interest on late payments shall be paid in accordance with the Interest Act or applicable and current laws.
11.5 Prior to the extension of the Agreement, the subscription fees are updated. Normally, changes to the subscription fees must be notified to the Customer no later than 120 days before the end of the current contract period.
12.1 As stated in paragraph 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 before the next contract period. The reduction shall be notified in writing to Dugga no later than 90 days before the end of the current contract period.
12.3 The Customer is aware that a request to downgrade or reduce the Service to include fewer functions may cause loss of data, content, features or capacity of the Service. Dugga is not responsible for any such losses.
13.1 Either party has the right to terminate this Agreement with immediate effect if the other party:
- Significantly violates its obligations under this Agreement and does not make any corrections within 30 days of the written request;
- Is put in bankruptcy, commences negotiations about trading whilst insolvent or for any other reason can reasonably be assumed not to be able to legally fulfil their financial obligations.
13.2 Upon termination of the Agreement, the parties shall, at the request of the other party, delete files and return or destroy material obtained from the other party.
14.1 Dugga may, in whole or in part, transfer its rights or obligations under this Agreement, provided that this does not significantly prevent or impede the implementation of the Agreement. Such transfer must be notified 30 days in advance if possible.
14.2 The Customer may not transfer its rights or obligations under this Agreement without Dugga’s prior written consent, which shall not unreasonably be refused.
14.3 Dugga is responsible for the actions of subcontractors as if the action was taken by Dugga.
15.1 The Customer agrees that Dugga sometimes sends relevant information including marketing materials to the Customer and the users. If the Customer does not wish to receive such information, Dugga should be notified in writing.
15.2 Since the Service is a web-based software application, it should be noted that it may sometimes be necessary to send important information or messages about the operation of the Service to all customers and users. Such messages are sent to everyone, 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 other purpose than to facilitate Dugga’s operation and provision of the Service.
16.1 Changes to the Customer’s contact information, including changes of address and change of the person acting as the Customer’s contact person, must be notified in writing to Dugga.
16.2 Notices relating to this Agreement shall be sent by courier, registered letter or e-mail. In the case of a registered letter, the message is considered to have been received by the recipient 3 days after sending and by e-mail when the receipt is confirmed.
Disputes regarding the interpretation or application of this Agreement shall be referred to the General Court, with exclusive jurisdiction of the Stockholm District Court in the first instance.
For DUGGA AB For [THE CUSTOMER]
City & Date City & Date
Printed Name Printed Name
This agreement can be printed in duplicate and signed above or digitally signed using the digital e-signing service GetAccept.