General Terms and Conditions for Cloud Services
The Parties undertake to perform all their respective obligations in accordance with the Agreement, as set out herein.
Olmia AB – Ågatan 12, 172 62, Sundbyberg – www.olmia.se – email@example.com
The following terms and expressions shall in this Agreement when capitalized have the meanings
assigned to them in this Section 1.
AGREEMENT means these General Terms and Conditions, Service Specification, Order and any other
agreement documents referred to in the Order.
CUSTOMER means the legal entity that has entered into the Agreement with Olmia. Also referred to as
CUSTOMER SYSTEMS means the IT system(s) and facilities used by Customer to receive and use the
Service at and from the Service Access Point, including all relevant computer systems and locations and
any other equipment, software, hardware, internet-, telecom- or VPN-connections, firmware, database
file, or (electronic) documentation required to receive the Services.
DATA means all the information, text drawings, diagrams, images or sounds (including and/or together
with any databases made up of any of these) and other data which are embodied in any electronic
magnetic, optical or tangible media, and which: (i) are owned by or relate to either Party’s business; (ii)
are supplied to one Party or on behalf of the other Party; or (iii) are generated, processed, stored or
transmitted by a Party and/or a subcontractor, on behalf of the other Party pursuant to this Agreement.
OLMIA means the Olmia-company that have entered into the Agreement with Customer. Also referred
to as “Party”.
OLMIA SYSTEMS means Olmia’s IT system(s), including all relevant computer systems and any other
equipment, software, hardware, firmware, database file, or (electronic) documentation, used to
produce the Services.
MAIN AGREEMENT means the main document duly signed by both Parties which incorporates the order
for Services, terms and conditions and by reference applicable annexes.
ORDER means either a Main Agreement or a Service Order.
PROFESSIONAL SERVICES mean separately ordered consultancy services provided by Olmia on hourly
rates and basis.
SERVICE means the cloud services offered by Olmia and specified in the Service Specification attached to
SERVICE ACCESS POINT means the physical connection point and technical interface specified by Olmia
where Customer receives the Service.
SERVICE FEE means the periodic fee for the Services (yearly or monthly) and the aggregated hourly fees
for Professional Services, to be paid by Customer to Olmia.
SERVICE ORDER means the main document duly signed by both Parties which incorporates the order for
Services, terms and conditions and by reference applicable annexes.
SERVICE RECIPIENT means a third-party company – other than the Customer – entitled to receive and use
SERVICE SPECIFICATION means the document attached to the Order describing the Service and
applicable service levels.
SERVICE START DATE means the date that the Services shall be available to Customer and from which
date Olmia shall be entitled to charge the Service Fee. Service Start Date is specified in Order and if not,
it shall be the date Olmia announces that the Service is ready for use.
TERM means the term of the agreement as set forth in section 7.
2 SERVICE REQUIREMENTS
Olmia shall from Service Start Date and for the duration of the Agreement make the Services available at
the Service Access Point. The Services shall be delivered in accordance with the Service Specification.
Olmia will use all best efforts and shall be entitled to maintain, bugfix and upgrade the Services with
recent and up-to-date versions of Services and to remedy defects in Services.
Olmia shall upon specific order provide the Professional Services in a workmanlike and professional
manner according to good industry practice.
All services shall be provided in a manner that complies with law and regulations applicable to Olmia in
its capacity as a supplier of ITservices.
Olmia shall take, implement and maintain up-to-date industry standard of technical and organizational
measures against any computer viruses and/or malicious and/or harmful software on the hardware and
software used in the Olmia System.
Olmia shall during the term of this Agreement hold and maintain appropriate insurance policies with
reputable insurers in relation to its obligations under this Agreement.
3 CUSTOMER GENERAL OBLIGATIONS
The Customer is responsible for the Customer System and that it has the capability to receive the
Services at the Service Access Point.
The Customer shall, upon request, grant access to and provide Olmia with information about the
Customer Systems to the extent relevant and required to set up, maintain and perform the Services.
The Customer shall comply with Olmia’s general security instructions and procedures for using the
Services, provided that Olmia have made such instructions and procedures available to Customer in
The Customer shall not permit any persons other than its authorized personnel and authorized users to
access or use the Services or the Olmia System. The Customer will take all necessary precautions to
prevent loss and alteration of Olmia System and data, to prevent introduction of viruses to Olmia
System, and to prevent any unauthorized access. The Customer must promptly provide Olmia with any
and all details of which the Customer becomes aware of any unauthorized access, copying, modification
or use of the Services and Olmia System.
The Customer acknowledge and accept that Olmia without any liability is entitled to temporarily
suspend the provision of the Services, should Olmia in its professional discretion conclude that
Customer’s (or any of its user’s) Data or access to the Service cause or impose, or may cause or impose a
risk for, system failure, Service defects or a security threat to Olmia System or its Data therein.
4 SERVICE FEES AND TERMS OF PAYMENT
All Service Fees are exclusive of VAT and other taxes and/or duties.
All Service Fees shall be adjusted yearly based on Labour Cost Index (LCI) for non-manual workers in the
private sector, according to SNI 2007, Category J (information and communication companies),
published by SCB in Sweden (Swe: Statistiska Centralbyrån). Base quarter for the adjustments shall be
the third (3) quarter of the year specified by Olmia.
Services — The Customer shall for the Services pay the Service Fees stated in the Order or otherwise as
stated in Olmia’s general price list for cloud services. The Service Fee shall be invoiced by Olmia in
advance. Terms of payment are thirty (30) days from date of invoice.
Professional Services — The Customer shall for the Professional Services pay the Services Fee stated in
the Order or otherwise as stated in Olmia’s general price list for consultancy services. The Service Fee
for Professional Services shall be invoiced by Olmia on a monthly basis in arrears. Terms of payment are
thirty (30) days from date of invoice.
Overdue Payments — For any overdue payments, Olmia shall have the right to charge a monthly
interest of 2 percent based on the outstanding overdue balance. If payment for Services is more than 60
days past due, Olmia may, without any liability whatsoever, terminate or suspend providing the affected
services to the Customer upon 10 days prior written notice to the Customer.
5 TERM AND TERMINATION
The Agreement shall enter into force when Order has been duly signed by both Parties and shall remain
in force for an ‘initial agreement period’ of 1 year, unless the Order states another period. If not
terminated in writing by either Party no later than three (3) months prior to the end of the initial period
(or extension period), the Agreement will be automatically extended for consecutive extension periods
of one (1) year at the time.
Either Party shall have the right to terminate the Agreement forthwith without liability to the other
Party, by written notice to the other Party, if the other Party goes into liquidation, enters into
composition proceedings with its creditors, becomes insolvent or is unable to pay its major debts or the
majority of its debts or fails or admits in writing its inability to pay its major debts or the majority of its
debts as they become due, makes a general assignment for the benefit of creditors or if a petition under
bankruptcy or under any insolvency law is filed by or against the other Party and such petition filed by a
third party is not dismissed within sixty (60) days (or such longer period agreed upon between the
Parties) after it has been filed or a secured part takes possession of all or substantially all of its assets
and such process is not dismissed or restrained within thirty (30) days.
Either Party shall have the right to terminate the Agreement forthwith without liability to the other
Party, by written notice to the other Party, if the other Party commits a material breach of its obligations
hereunder. However, in case such a material breach is capable of being cured, neither Party shall be
entitled to terminate the Agreement unless and until the other Party have failed to cure the material
breach within thirty (30) days after the failing Party have been served with a notice requiring it to cure
such a breach and stating the sending Party’s intention to terminate the Agreement if compliance with
the notice to cure is not met.
The expiration or termination of this Agreement shall not affect or prejudice any provisions of the
Agreement which are expressly or by implication provided to continue in effect after such expiration or
6 FORCE MAJEURE
Neither Party shall be liable for non-performance or defective nor late performance of any of their
obligations hereunder to the extent that such non-performance, defective or late performance is due to
causes and/or conditions outside of the performing Party’s reasonable control.
Causes and/or conditions outside of a Party’s reasonable control shall include, but not be limited to, acts
of terrorism, strikes and other labor disputes, fire, explosions, floods, earthquakes, typhoons, epidemics,
wars (whether declared or undeclared), government acts (including failure to act) (de jure or de facto),
riots, revolutions, sabotage or severe weather conditions which the Party claiming excuse could not
have reasonably foreseen the effects of or made alternative arrangements for.
7 LIMITATION OF LIABILITY
Olmia shall not be liable for any non or late performance or defective Service if this has been caused by
Customers’ Data or Systems; non-compliance with the customer obligations; regular System
maintenance activities announced by Olmia in advance; or emergency System maintenance activities
which could not reasonably have been foreseen by Olmia or its third-party program product developers.
OLMIA SHALL NOT BE LIABLE TO THE CUSTOMER IN CONNECTION WITH THE AGREEMENT FOR ANY
INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PRODUCTION,
LOSS OF DATA, LOSS OF BUSINESS, LOSS OF INVESTMENT, LOSS OF REVENUE AND LOSS OF GOODWILL.
Olmia’s aggregate and total liability in respect of any one or more events or series of events (whether
connected or unconnected) occurring during the term of this Agreement shall per calendar year be
limited to direct damages equal to fifty (50) percent of the Service Fees invoiced to the Customer during
the calendar year preceding the year when the loss arose. If this Agreement has not been in force during
an entire calendar year, the abovementioned amount shall be calculated over a twelve-month period on
the basis of the Service Fees already invoiced to the Customer during the calendar year in question. The
limitations of liability set forth herein shall not apply to any liability arising from death or injury to
persons caused by negligence, any liability arising from intent or gross negligence, willful recklessness or
fraud or any specific indemnification given in section 10 or any breach of the obligations as regards
8 CONFIDENTIAL INFORMATION
All information (oral, visual and written) which is secret or confidential by its nature, by a restrictive
legend or by other written or oral designation and is transferred or made available to the other Party
under the Agreement or during negotiations before execution of the Agreement shall be treated by the
receiving Party as confidential (“Confidential Information”).
The Parties agree:
a) to maintain the confidentiality of such Confidential Information and not disclose the same to any third
party, except as authorized by the original disclosing Party in writing; and
b) to restrict disclosure of Confidential Information to employees, consultants, subcontractors and the
Customer’s group companies who have a “need to know”, provided that such third party has confirmed
their adherence to a confidential undertaking which shall be no less restrictive than the undertaking set
out in this section 8.
Confidential Information shall be handled with the same degree of care that the receiving Party applies
to its own Confidential Information but in no event less than reasonable care, and that Confidential
Information is and shall at all times remain the property of the disclosing Party. No use of Confidential
Information is permitted except as expressly stated herein or as strictly required in performance of the
Agreement or in receipt of the Services.
However, each Party may disclose Confidential Information in accordance with judicial or governmental
order, mandatory legal requirement or applicable mandatory regulations, provided that the other Party
is given reasonable prior notice to such disclosure, including the intended scope and content of such
disclosure. The Confidential Information shall be considered confidential for a period of five (5) years
from the termination or expiration of the Agreement, as relevant.
9 INTELLECTUAL PROPERTY RIGHTS
Olmia hereby grants the Customer a non-exclusive, non-transferable, license to use the Olmia Systems
to receive and use the Services for internal purposes. The Customer shall not be entitled to resell,
assign, (sub)license or lease the Services or act as service bureau for the Services to third parties unless
the third party is listed as a Services Recipient in the Order.
The Olmia Data and Systems including but not limited to any derivatives, developments or modifications
(upgrades, updates, fixes etc.) thereof and the intellectual and industrial property rights therein, shall be
and remain the exclusive property of Olmia or its subcontractors. Any results of the Professional
Services created by Olmia under and during the performance of this Agreement, including any
intellectual property rights in relation thereto, shall be the exclusive property of Olmia or its
The Customer Data and Systems including but not limited to any derivatives, developments or
modifications (upgrades, updates, fixes etc.) thereof and the intellectual and industrial property rights
therein, shall be and remain the exclusive property of the Customer or its suppliers.
The Customer grants Olmia a non-exclusive, non-transferable, license to use the Customer Data and Systems to
perform the Services.
Each Party is responsible for obtaining, at its own cost, all consents and licenses which it requires in
order to enable it to perform its rights and obligations in accordance with this Agreement. In particular,
the Customer warrants, and is solely liable for ensuring, that it has any and all necessary rights, consents
and licenses to access and process any data provided to Olmia under this Agreement. In particular,
Olmia warrants, and is solely liable for ensuring that it has any and all necessary rights, consents and
licenses to perform and provide any Services to the Customer under this Agreement.
Olmia shall at its sole cost defend, indemnify and hold the Customer harmless from and against any and
all damages, costs and expenses incurred as a result of any claim, suits, proceedings or litigation of any
kind (actual or threatened) brought against the Customer based on the allegation that the access or use
of the Olmia’s Systems in accordance with the terms of this Agreement constitutes an infringement of
any intellectual and industrial property rights of such third party, subject to Olmia being authorized to
manage and settle the claim, suit or proceeding or other right of action at its own discretion.
The Customer shall, at its sole cost, defend, indemnify and hold Olmia harmless from and against any
and all damages, cost and expenses incurred as a result of any claims, suits or proceedings or litigation
of any kind (actual or threatened) brought against Olmia based on the allegation that the access to or
use of the Customer Data or Systems in accordance with the terms of this Agreement constitutes an
infringement of any intellectual and industrial property rights of any third party.
The intellectual property indemnities as set out in this section, shall not apply to the degree and to the
a) the claim arises out of breach of this Agreement by the Party entitled to be indemnified;
b) the claim arises directly out of compliance by the indemnifying Party with a specification or
instructions provided by the Party entitled to be indemnified; or
c) the Party entitled to be indemnified has caused or materially and/or substantially contributed to the
events which gave rise to the claim under the indemnity.
Each Party shall notify the other Party as soon as it becomes aware of a third-party claim or a potential
claim that may be subject of an indemnity hereunder. The indemnifying Party shall without delay
undertake all reasonable measures to rectify and remedy the infringing situation. In case the
infringement claim in the indemnifying Party’s reasonable discretion materially prevents it from fulfilling
its obligations under the Agreement, it shall be entitled to terminate the Agreement without any further
11 DATA PROTECTION
In the performance of this Agreement, Olmia may process personal data on behalf of the Customer. In
relation to any such personal data, the Customer shall be the data controller and ensure that the
processing is performed in accordance with applicable legislation in respect of data protection and
In the performance of this Agreement, the Customer may process personal data received from Olmia. In
relation to any such personal data, Olmia shall be the data controller and ensure that the processing is
performed in accordance with applicable legislation in respect of data protection and security.
Each Party shall be the data processor in relation to any personal data received from the other Party and
shall only process the data in accordance with this Agreement and the written instructions of the other
Party. In relation to any personal data received from the other Party, each Party further undertakes to
implement appropriate technical and organizational measures to protect the personal data in order to
prevent unauthorized or unlawful processing of personal data and accidental loss of, or damage to,
personal data, including but not limited to taking reasonable steps to ensure the reliability of employees
having access to the personal data.
Each Party undertake to only process personal data received from the other Party if necessary, in order
to perform or receive the Services and comply with any reasonable procedures or processes notified to
such Party by the other Party with respect to personal data from time to time.
Each Party shall notify the other Party without delay if it receives a request from a registered person to
have access to that person’s personal data or complaint or request relating to the other Party’s
obligations under any applicable law.
Each Party shall provide the other Party with reasonable cooperation and assistance, at the other Party’s
expense, in relation to any complaint or request made under any applicable law.
A Party shall not without the prior written consent of the other Party process any personal data received
from the other Party outside the European Economic Area. If such consent is granted, the Parties shall
ensure that an agreement consisting of the relevant EU model clauses for the transfer of personal data
to third countries is signed by the concerned entities.
Olmia may use subcontractors for the performance of its obligations under this Agreement. Olmia is
fully responsible and liable for all acts (including omissions) of its subcontractors and shall cause each of
its subcontractors to fully abide with all applicable obligations, terms and conditions of this Agreement.
The Agreement shall accrue to the benefit of and be binding upon the Parties hereto and any successor
entity into which either Party shall have been merged or consolidated or to which either Party shall have
sold or transferred all or substantially all its assets, but it shall not be otherwise assigned by either Party
without the prior written consent of the other Party. The Parties agree that any consent to a requested
assignment shall not be unreasonably withheld or delayed. Olmia shall be entitled to assign this
Agreement to any company within the Olmia group of companies.
14 NO WAIVER
The failure of either Party to insist, in one or more instances, upon the performance of any of the terms
or conditions of the Agreement, or to exercise any right hereunder, shall not be construed as a waiver or
relinquishment of the future performance of any such terms or conditions or the future exercise of such
right, and the obligation of Olmia or the Customer with respect to such future performance shall
continue in full force and effect.
No general terms and conditions of either Party or any third party shall apply to this Agreement. Any
notice required or permitted to be given by either Party under this Agreement, shall be in writing and
may be delivered by hand, by courier, sent by registered airmail letter, fax or electronic mail. Any notice
shall be deemed to have been received when actually delivered or (i) when left at the address of the
recipient, receipt confirmed; (ii) five (5) days after the date of posting it with ordinary mail; or (iii),
where sent by email or fax, on the day following receipt by the sender of an email confirmation or fax
transmission report, generated by the machine (or computer) from which the notice was sent, indicating
that the notice was sent in its entirety to the recipient’s email address or fax number, as applicable. Any
notices shall be sent to the contact details specified in the Order.
16 GOVERNING LAW AND SETTLEMENTS OF DISPUTE
The Agreement shall be governed by and construed in accordance with the laws of Sweden.
Any dispute, controversy or claim arising out of or in connection with the Agreement shall be finally
settled through arbitration under the Rules of the Arbitration Institute of the Stockholm Chamber of
Commerce by three (3) arbitrators appointed in accordance with the said Rules.
The place of the arbitration proceedings shall be Stockholm, and the language of the proceeding shall be
Each provision of the Agreement is construed in such a manner as to be effective and valid under the
substantive laws of Sweden.
Should, however, any provision notwithstanding this, by action of law or for any other reason, be held to
be prohibited or invalid in any relevant jurisdiction, the remaining provisions of this Agreement shall,
provided that the contractual state of equilibrium between the Parties is not materially distorted as a
result of such prohibition or invalidity, remain in full force and effect.
Should the contractual state of equilibrium between the Parties not be materially distorted as a result of
a prohibition or invalidity of any provision of this Agreement, the Parties shall promptly agree upon an
alternative provision having an effect as similar as possible to the effect of the prohibited or invalid
Should the contractual state of equilibrium between the Parties be materially distorted as a result of the
prohibition or invalidity of any provision of the Agreement, the Party not favored by such prohibition or
invalidity shall have the right to terminate this Agreement with immediate effect.
18 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the subject
matter hereof and supersedes all previous negotiations, proposals, commitments, writings, oral
statements, and understanding of any nature whatsoever.
19 MODIFICATION OF AGREEMENT
No modification, amendment or other change may be made to the Agreement or any part thereof
unless reduced to writing and executed by authorized representatives of both Parties