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This is the agreement between Nexus and the Partner regarding Terms and Conditions for Nexus GO Cards as a Service.
1. Definitions
Administrator | A user of Cards as a Service. The administrator also may create accounts for end user and/or Administrators to use Cards as a Service. |
Agreement | The agreement between the Partner and Nexus for provision of the service Nexus GO Cards as a Service for which these terms and conditions apply. |
User | User of the Cards as a Service online portal, user will be authorized by the Partner. |
Documentation | Documentations are available at Nexus site for Nexus GO Services. |
Nexus | Nexus |
Partner | The party to whom Nexus provides the Services and with whom Nexus has entered into the Agreement. |
Portal | Nexus order portal for Products. |
Products | Products such as access control cards, smart cards, photo ID-cards, chip cards, key fobs and/or other credentials for identification and/or access control. Products that are produced by Nexus on behalf of the Partner or the User via the Portal. |
Services | Nexus GO Cards as a Service, which allows Partners to make Products available in the Portal. Products from Nexus standard product portfolio and customized products, as described in section Documentation above. |
2. The Services
2.1 Nexus will provide the Services to the Partner in accordance with the terms and conditions of the Agreement. Nexus shall provide the Services in a workmanlike manner and materially as described in the Services, as amended from time to time. Nexus furthermore aims to keep the Services available at all times, but cannot guarantee that the Services will be free of errors or permanently available.
2.2 The Partner are able to create, through the Services, an online product catalogue containing Products which can be ordered by the Partner or a User via the Portal. The Partner is not allowed to use the Service for any other purpose.
2.3 All orders in the Portal will be done on behalf of the Partner even when it is executed by a User.
3. Use of the Services
3.1. The Partner is responsible for the Users as for itself hereunder. The Partner s Administrators may add and remove Users as available on the Nexus GO Portal. Removal may be subject to a notice period.
3.2. The Partner may only use the Services for its intended purposes. Each User must accept the Administrator Terms or the Service Terms prior to gaining access to the Services.
3.3. The Partner undertakes to inform the Users of the Partner’s obligations under this Agreement.
3.4. The Partner may only grant third parties access to the Cards as a Service (for which the Partner will remain liable) and undertakes to use all log-in credentials related to the Services for internal purposes only. Such log-in credentials may not be transferred to any third party and shall be stored securely. The Partner must notify Nexus immediately if it believes that an unauthorized third party has gained access to such information. Nexus shall be entitled on its discretion to suspend the Partner’s access to the Services if Nexus deems it likely that any unauthorized third party has gained access to the Services.
3.5. The Partner undertakes to not, by use of any software or hardware, copy, manipulate, unnecessarily burden, decompile or gain access to parts of the Services or other items than made available by Nexus or uploaded by the Partner.
3.6. The Partner shall indemnify Nexus for any losses, damages or costs resulting from the Partner’s breach of any provision set forth in Sections 3 above.
4. Payment
Use of the service is free of charge. The products and the services connected to the products will be charged for due to separate price agreements between the Partner and Nexus.
5. Publishing
For the purposes of publicly sharing that the Partner is using the Services, Nexus is entitled to publish the Partner´s trademark and/or the Partner’s name on Nexus’ web pages or publicly sharing this in any other manner, including through publications on a third party web page or through another media.
6. Error notifications
6.1 Should the Partner identify any error in the Services or a Product (i.e. that the Service or the Product does not function as stated in the Documentation and/or the Partner’s design and/or configurations), the Partner shall notify Nexus in writing, describing the error (error notification). The Partner is liable for the functionality of the Products in relation to the Purchaser. Use the claim form: Reclaim of card in Nexus GO Cards.
6.2. The Partner shall notify Nexus promptly after noticing the error and in any event within one month from the first occurrence of the error. If an error appears in a Product, the Partner shall notify Nexus no later than within 14 days from the day the Product was delivered.
6.3. Should the Partner fail to notify Nexus within the stipulated time frame, or within a reasonable time from when the Partner should have noticed the error, the Partner’s right to invoke its rights in relation to the error under this section 6 is forfeit.
6.4. Nexus shall make reasonable efforts to rectify any error in the Services. The Partner is not entitled to any other remedy in the event of an error in the Services.
6.5. In case of an error in a Product, the Partner is entitled to a new, functional Product or a refund corresponding to the amount paid for the Product, in Nexus’ sole discretion. The Partner is not entitled to any other remedy in the event of an error in a Product.
6.6. If the Partner has sent an error notification to Nexus and there is no error for which Nexus is responsible, the Partner shall compensate Nexus for its costs incurred due to the notification, such as Nexus’ investigation costs.
7. Restricted accessibility
Nexus is entitled to immediately at any time restrict or limit the Partner’s (and Users’) access to the Services for (a) security reasons, (b) if required for updates, amendments or corrections of the Service, (c) unpredicted problems with the operation of the Service, (d) breach of maximum usage volumes of the Service, and (e) by order of competent authority. In the event of restricted accessibility, Nexus shall notify the Partner thereof and inform of the reasons. Such notification shall include an estimate of when Nexus assumes the Services to be available again. Nexus will always use commercially reasonable efforts to allow the Partner to access the Services as soon as possible again.
8. Limitation of liability
8.1. Each party’s liability under the Agreement shall be limited to direct damages or losses, occurring as a direct consequence of the party’s breach of the Agreement, and to a maximum of SEK 100.000. These limitations are not applicable to liability arising from intellectual property right infringements, breaches of confidentiality obligations, accessibility, pursuant to Section 9 and/or 10 above or to any indemnification rights set out in these terms and conditions.
8.2. Nexus shall not be liable for damages incurred due to Swedish or foreign enactments, governmental actions, wars, strikes, blockades, boycotts, lock-outs or other similar circumstances affecting the Services. This shall apply even if Nexus itself is involved in the strike, blockade, boycott or lock-out. Should either party be prevented from fulfilling its obligations under the Agreement due to the circumstances set out above, the party shall be released from its obligations until the prevention has ceased.
9. Intellectual Property Rights
9.1. This Agreement does not constitute any transfer or assignment of any intellectual property rights and does not grant the Partner any right to use the Services in any other manner than as set out in this Agreement.
9.2 Nexus is not responsible for and will not obtain any intellectual property right, title or interest in or to any content uploaded or in other way made available through the Services by the Partner. Notwithstanding the aforesaid, Nexus shall be entitled to use any such content to the extent necessary to provide the Services such as, but not limited to, placing the Partner’s or a Purchaser’s logotype or company name on a Product. Should the Partner upload or in any other way make available content owned by Nexus in the Services, such material will remain vested in Nexus.
9.3 The Partner shall ensure that it has obtained the relevant intellectual property rights in or to any material uploaded or in any other way made available through the Services by the Partner for it to be used by the Partner as well as Nexus to the extent necessary for Nexus to provide the Service.
9.4 Unless explicitly permitted in writing by Nexus, the Partner may not transfer, sub-license, modify, copy, decompile, reverse engineer or in any other way use or handle the Services or any content related to the Services vested in Nexus.
10. Confidentiality
Each party undertakes to not disclose any confidential information which it has received from the other party hereunder. Confidential information shall include any technical, commercial and any other information, whether documented or not, especially relating to the Services or any other services provided by Nexus. The confidentiality obligations shall however not include information which (i) is part of the public domain, or which comes into the public domain through no breach of this Agreement, or (ii) at the time of disclosure was already in the possession of the receiving party, as evidenced by the receiving party.
11. Personal data
As part of the provision of the Services, Nexus will process personal data on behalf of the Partner for the purpose of being able to provide the Services. For this purpose, the parties have entered the Data processing agreement, Appendix 1 to this agreement, to set out each party’s obligations in respect of the personal data processing.
12. Term
12.1. This Agreement shall remain in effect until terminated by either party on one month’s prior written notice. The Partner shall observe the notification procedures set out in the Nexus GO Portal for its termination to be effective.
12.2. Each party shall be entitled to immediately terminate the Agreement if the other party commits a material breach of the Agreement and does not rectify such breach promptly upon written notice from the first party. Such written notice must include a specification of the nature of the breach.
12.3. Nexus is furthermore entitled to immediately terminate the Agreement if the Partner is declared bankrupt or such an application is made, goes into liquidation, initiates composition proceedings, is subject to company restructuring or on reasonable grounds can be expected not to fulfil its obligations under this Agreement or any other contract having an immediate connection with this Agreement
13. Amendments to the Services or the Agreement
13.1. Nexus shall be entitled to amend the Agreement on 14 days’ prior written notice (e.g. by email). This means, for example, that Nexus may change the scope and content of the Services or adjust applicable fees. If the Partner does not accept such amendment it may terminate the Agreement in writing with immediate effect, no later than three days before Nexus’ amendment takes effect. If the Partner does not terminate the Agreement, the Partner shall be deemed to have accepted the change.
13.2. Nexus shall, however, be entitled to implement amendments which Nexus deems insignificant or to the Partner’s advantage without notice.
14. Notices
All notices shall be deemed to have been received by the Partner on the earliest of the Partner’s confirmation or three days after Nexus sent such notice to the email address provided by the Partner in accordance with the instructions in the Nexus GO Portal.
15. Assignment
Nexus shall be entitled to assign the Agreement to another party within the same company group as Nexus or to a third party as part of an acquisition of Nexus’ business operations. The Partner may not assign the Agreement.
16. Governing law and dispute resolution
16.1. This Agreement shall be governed by and construed in accordance with substantive Swedish law.
16.2. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden.