1) Basic understanding
In these Terms and Conditions any reference to SB Insight AB shall mean any applicable company within SB Insight AB.
In these Terms and Conditions any reference to “Client” shall mean you as a customer of SB Insight AB including any physical persons whom are employed and/or in any other way working for the Client and have access to the service provided by SB Insight AB in his or her capacity as a representative of the Client (the “User”)”. The Client is responsible for informing and when applicable and necessary, collecting consent from, the Users of these Terms.
SB Insight AB and the Client are hereinafter individually referred to as a “Party” and jointly “the Parties”.
These provisions (the “Terms”) regulate inter alia the Terms and Conditions of the use of the SB Insight AB products and services, including but not limited to: Sustainable Brand Index reports, reports purchased on any of the SB Insight AB websites, the Sustainable Brand Leaders membership, Corporate Training Solutions and Strategy Services (the “Service”), as specified and agreed between the Parties in the document to which these Terms is appended (the “Agreement”). These Terms shall be seen as an integral part of the Agreement and can only be amended by written separate agreement between the Client and SB Insight AB. In the event of any inconsistency between the Agreement and these Terms, these Terms shall prevail.
2) Commencement, term and termination of the Agreement
The Agreement, and the Terms, shall be valid from the day both Parties have accepted the Agreement. Accepting the Agreement also includes accepting the “Price Quote” sent by SB Insight AB.
3) The Client’s right to use the Service
When accepting the Agreement, and with subject to the Client’s compliance with these Terms, SB Insight AB grants the Client a non-exclusive right to use the Service in accordance with what is agreed in the Agreement and in accordance with these Terms for as long as the Agreement is in force (the “Access”). The Client is responsible for the User´s use of the Access.
Except as expressly permitted by SB Insight AB or permitted by applicable law, the Client may not:
1. remove any copyright, trademark or other proprietary notices from any portion of the Service;
2. reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service to the public and/or to any third party;
3. decompile, reverse engineer or disassemble the Service;
4. link to, mirror or frame any portion of the Service;
5. cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service;
6. attempt to gain unized access to or impair any aspect of the Service or its related systems or networks; or
7. use the Access and/or the Service in conflict with any applicable law and/or legislation.
The Client’s right to use the Access only permits the Client to use the Access in its business for purposes that do not conflict with these Terms. If SB Insight AB suspects that the Client is using the Access in a way that conflicts with these Terms or in a way that SB Insight AB considers as a non-normal use of the Access, SB Insight AB can limit the Clients use of the Service by limiting the Access and/or act in accordance with section 8 below.
In case of breach of this section 3, the Client shall be obliged to pay to SB Insight AB a compensation for all direct and indirect losses caused by the Client.
The rights and obligations of SB Insight AB in accordance with the Agreement or Price Quote may be freely transferred.
In these Terms “Confidential Information” means any confidential or proprietary information and documentation of a Party or any of that Party’s affiliates, including but not limited to, products, processes, techniques, trade secrets, specifications, research and development plans and internal affairs.
Each Party shall take all reasonable efforts to protect Confidential Information received from the other Party. Such efforts may not be of a lesser standard than the standard of care such party uses in the protection of its own Confidential Information. No Party may use Confidential Information of the other Party for any purposes other than in connection with the performance of the Service and/or the Access and shall make such Confidential Information available only to its employees, subcontractors, or agents having a “need to know” with respect to such purposes. In the event of the expiration or termination of the Agreement for any reason, all Confidential Information of a Party disclosed to and all copies thereof made by the other Party shall be returned to the disclosing Party or, at the disclosing Party’s option, erased or destroyed. The obligations in this section shall not restrict any disclosure by a Party pursuant to any applicable law, or by order of any court or government agency (provided that the disclosing Party shall give prompt notice to the non-disclosing Party of such order). Confidential Information of a Party shall not be afforded the protection of the Agreement if such data was (a) developed by the other Party independently, (b) rightfully obtained by the other Party without restriction from a third party, (c) publicly available other than through the fault or negligence of the other Party, or (d) released without restriction to anyone.
6) Intellectual property rights
No rights to any intellectual property are granted to Client under the Agreement or in these Terms, unless to the extent otherwise expressly stipulated. All rights are thereby the exclusive property of SB Insight AB unless otherwise expressly stipulated.
In order to promote the co-operation under the Agreement, a Party may use the other Party’s logos, trademarks, trade names and other intellectual property rights. However, all such use must be agreed between the Parties.
The Client also undertake not to use, modify, disseminate, sell or save information provided by SB Insight AB and not to publish or indirectly cause the publication of articles, survey results or other material produced by SB Insight AB.
All information as presented by SB Insight AB under the Agreement is SB Insight AB’s exclusive property. The Client, by its acceptance of the Agreement, obtains a non-exclusive right to use information internally within Client’s organisation. All other usage shall be according to a separate agreement. In no event shall Client sell, transfer or market any information, results or findings presented by SB Insight AB under the Agreement to a third party.
7) Limitation of liability
a) THE CLIENT ASSUMES ALL RESPONSIBILITY AND RISK FOR ITS USE OF THE SERVICE, THE INTERNET GENERALLY, AND THE DOCUMENTS THAT ARE POSTED OR ACCESSED IN OR RELATING TO THE SERVICE AND FOR THE CLIENT’S CONDUCT ON AND OFF THE SITE.
b) IN NO EVENT SHALL SB INSIGHT AB (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY NON-DIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE SITE AND/OR ANY DOCUMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SB INSIGHT AB IS ADVISED OF THE POSSIBILITY OF SUCH
c) BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO THE CLIENT. IF ANY ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN SB INSIGHT AB’S MAXIMUM LIABILITY TO THE CLIENT FOR ANY NON-DIRECT TYPE OF DAMAGES SHALL BE LIMITED TO THE TOTAL AMOUNT PAID FROM THE CLIENT TO SB INSIGHT AB UNDER THE AGREEMENT AND/OR THESE TERMS.
d) IN NO EVENT SHALL SB INSIGHT AB (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF THE AMOUNTS ACTUALLY PAID BY THE CLIENT TO SB INSIGHT AB UNDER THE AGREEMENT AND/OR THESE TERMS IF GREATER THAN SEK 2 000.
e) DUE TO THE NATURE OF THE AGREEMENT, IN ADDITION TO MONETARY DAMAGES, THE CLIENT AGREES THAT SB INSIGHT AB WILL BE ENTITLED TO EQUITABLE RELIEF UPON A BREACH OF THE AGREEMENT BY THE CLIENT.
8) Changes and amendments to these Terms and/or the Agreement
SB Insight AB retains the right to change at any time the structure of the Service as well as these Terms. Changes to the Terms come into force seven (7) days after the amended Terms have been sent to the Client or a notification has been sent to the Client or added to the Agreement or the Price Quote.
The Client may not assign or transfer the obligations under the Agreement and/or these Terms. No waiver of any term of the Agreement and/or these Terms shall be deemed a further or continuing waiver of such term or any other term.
If any provision of the Agreement or these Terms are found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of the Agreement and/or these Terms, which shall remain in full force and effect.
SB Insight AB can (a) after written notification, make small adjustments to the Agreement, the Price Quote and/or these Terms such as, for example, adjusting certain terms so that cost increases are borne by the Client; and (b) however, not earlier than 30 days after written notification, make other amendments to the Agreement, Price Quote and/or these Terms.
9) Breach of Agreement
SB Insight AB shall have the right, without repayment of invoices paid, to give notice of termination or terminate the Agreement with immediate effect if; (a) the Client applies for or enters into bankruptcy proceedings, ceases its payments, commences composition negotiations, is granted or applies for company reconstruction, draws up a balance sheet for liquidation purposes, or is otherwise considered to be insolvent; (b) the Client ceases to observe its obligations in accordance with the Agreement and/or these Terms and there is cause to assume that the Client will not observe its obligations; (c) the Client provides incorrect or misleading information or omits to mention circumstances that are of importance; (d) if information emerges to the effect that the Client has not fulfilled SB Insight AB’s requirements concerning credit status.
10) Invoicing and fees
The Client’s cost for the Access is specified in the Agreement, including which tiers and extra content the Client is entitled to.
Unless otherwise agreed between the Parties; SB Insight AB shall invoice the Client at time of the delivery of the Access. The payment period for invoices shall be net 30 days.
11) Force Majeure
Neither Party shall be liable to the other for any delay in performance or failure to perform its obligations in accordance with the Agreement and/or these Terms where such delay or failure is due to circumstances beyond its control and unknown to it at the date of the Agreement and/or these Terms, such circumstances including but not restricted to fire, flood, explosion, war, terrorism, embargo, government requirement, legislative constraints, civil or military ity, natural disasters, or other similar types of situations (“Force Majeure Event”). If a force majeure event continues for a period of more than forty-five (45) days, either Party may terminate the Agreement by giving not less than seven (7) days written notice to the other Party.
The Agreement, together with these Terms and all exhibits and schedules hereto, constitutes the entire understanding and supersedes all prior oral or written agreements between the Parties relating to the subject matter contained herein, and merges all prior and contemporaneous discussions among them.
13) Governing law and disputes
The Agreement as well as these Terms shall be governed by, and constructed in accordance with, the laws of Sweden.
In the event that Swedish law for any reason does not apply the selling company´s local law, to the minimum extent possible, shall apply to this Agreement instead.
The Parties shall endeavour to settle any dispute, controversy or claim arising out of the Agreement and/or these Terms by good faith negotiations. Should the negotiations fail, the dispute shall be finally determined through arbitration in accordance with the Rules for Simplified Arbitration Procedure of the Stockholm Chamber of Commerce. The arbitration shall take place in Stockholm, Sweden and the award shall be confidential.