Last modified: February 7, 2013
These terms and conditions regulate the contractual relations ("Agreement") between Incabus System AB, org no 556598-8275 ("Incabus") and legal entity or individual ("Customer") concerning services provided by Incabus ("Services"). By using our services, you accept these conditions. Please read them carefully.
1 Description of Services
Detailed descriptions of present services, services embodiment and what is included in services is available on each service product description on Incabus websites, www.incabus.com och cloud.incabus.com.
2. Prices and fees
Fees are in accordance to current price lists for each Service. Current prices are specified on Incabus websites under the descriptions of Services and on order forms for Services. Any work for the Customer beyond that referred in specifications of Services is charged with an ongoing consultancy fee of 98,00 EUR per started hour during business hours. Weekend, evening or night work is charged with an ongoing consultancy fee of 186,00 EUR per started hour.
If Incabus is caused additional work or extra costs due to circumstances that the Customer is responsible for, the Customer shall compensate Incabus for such work and such additional costs according to the current Incabus price lists.
All prices are exclusive of VAT which, where applicable, will be added.
3. Payment and Billing
Billing occurs monthly in arrears or if the design of the Service allows, monthly or quarterly in advance. Incabus reserves the right to invoice the Customer in advance when purchasing hardware or software. Payment shall be made within 30 days of invoice date. To assert faults or deficiency in Services or performed reported ongoing work, the Customer shall submit a complaint in writing within 8 days of the invoice date.
In the event of late payment, interest on arrears is charged with 2% per month from the due date, statutory reminder fee and if necessary, debt collection charges.
In case of change of the billing address, the Customer must notify Incabus in writing by letter or fax or alternatively by e-mail to billing@Incabus.com.
4. Agreement period
Unless otherwise stated in the description of Services, the contract period is normally twelve (12) months from the date Incabus registers the Customer's order or when the Customer itself signs up on any of Incabus websites and receives a confirmation of the order. As the customer begins to use any of Incabus Services the Customer has also approved and accepted the terms of the Agreement.
5. Termination of Agreement
To terminate the Agreement a termination notice must be received within three (3) months prior to the Agreements expiration date. If the Agreement is not terminated according to specified period of notice the Agreement is extended indefinitely with a notice period of termination within three (3) months. Termination must be in writing by e-mail, letter or fax. Failure to pay invoice is not considered as cancellation of the Agreement.
6. Incabus responsibility
Incabus shall take the technical and organizational means that is required to fulfill the delivery of Services and respond to reported errors or incoming alarms within the specified time of the Services SLA. If nothing else has been agreed, Incabus shall inform the Customer contact before any work in the customer's operational environment is performed if required to complete delivery of Services.
When faults occur in Services that Incabus delivers and is responsible for Incabus should correct the error as rapidly as it is possible. Have Incabus caused the the error by neglect, Incabus is liable subject to the limitation set out in the agreement.
Incabus is responsible for possessing the necessary licensing agreements to perform the Services and to make sure that the licensing agreements allows the Customer to use the operating environment.
Incabus responsibilities include to make sure that all operations and delivered Services comply with current legislation.
7. Customer responsibility
The Customer is responsible for possessing the necessary licensing agreements for software and that the licensing agreements allow Incabus to perform Services and ordered ongoing work. The Customer is responsible for having own necessary hardware obtained so that Incabus may perform requested Services. If no other special agreement has been made the Customer is responsible for contacting Incabus when necessary or when ordering operational measures or support in connection with Services.
The Customer is responsible for notifying Incabus if the Customer performs tasks or work in their own operating environment that may affect Incabus commitments under this Agreement. In the event of the Customer performing work in their own operating environment that causes complications or additional work when Incabus is performing work, this work is charged according to current prices for the Service.
The Customer is responsible for keeping account information, passwords and other information that can be regarded as document of value and that is necessary for the Customer's use of the Services, is kept in such way that unauthorized persons can not access these or otherwise improperly make use of the Services. The Customers responsibilities include to make sure that the Customers business comply with current legislation.
If the design of the Service means that Incabus deploys equipment at the Customer premises, the Customer is responsible so that no selling, rental, pledging, lending, tampering, damage, repairing or theft occurs of such equipment. Should this occur, remuneration is paid to Incabus.
Incabus shall follow the security regulations that the Customer reports from time to time and ensure that the concerned consultant and possibly hired subcontractor observes these regulations. Incabus may not disclose documents to third parties or in any other way reproduce details about the Customer's business that could be considered as commercial or professional secrets or otherwise relates to the Customer's internal conditions, other than what is required to perform Services and ordered work.
If the Customer wishes, a special confidentiality Agreement can be signed by Incabus and hired subcontractor before before Services are started. Confidentiality applies even if the Agreement is otherwise terminated.
The above does not prevent any party to disclose confidential information when it is needed because of the law or because of judicially or authority decision. Nor does the above presents any obstacles for Incabus to treat or disclose information regarding the Customer in accordance with law or given consent.
9. Intellectual property rights
The Agreement does not mean that copyright or other intellectual property for equipment, software, manuals or other property and information provided by Incabus is transferred to the Customer. The Customer may not, beyond what is allowed in writing by Incabus, use, copy, change or in any other way manage software or other material that belongs to the Service, nor transfer or grant the rights to such software or material to another party. For software that is part of the Services, separate license terms can apply.
A party is not entitled to use the other party's company name, trademarks other distinguishing marks unless the other party has made written consent in advance.
10. Limitation of Liability
Incabus suppliers and distributors are, when permitted by law, not responsible for lost profits, income or lost data, economic harm or indirect reparation, reparation because of special damage, consequential or punitive damages. To the extent permitted by law, the total liability for Incabus and its suppliers and distributors, for all claims under these terms and conditions, including warranties, be limited to the amount paid to Incabus to use the Services or to deliver the Services to the Customer again.
Under no circumstances should Incabus and its suppliers and distributors be liable for any loss or damage which is not reasonably foreseeable.
The Customer agrees that neither during or within the period of one (1) year after the cooperation, purchase of and/or employ any person belonging to or under the cooperation period belonged to Incabus, unless both parties agree in writing.
12. Force majeure
Parties are exempt from liability for damage or to perform certain obligations under the Agreement, if the obligation is prevented or materially adversely affected by circumstances a party could not reasonably control or foresee. As the liberating factor may be considered to include accident fire, lightning, explosion, war, riots, floods, severe weather, industrial dispute (even when the party's own employees are covered), errors in another operator's network or an act or omission by authority or other third party side. The same applies if the damage or omission is due to errors or delayed deliveries from parties subcontractor caused by liberating factor.
The Agreement may not be transferred without the other party's consent. Incabus may, however, without the Customer's consent transfer the right to receive payment under the Agreement.
14. Suspension of Services
Incabus reserves the right to, with immediate effect, turn off the Services and terminate the Agreement without having to repay the Customers paid fees if it is found that the Customer exploited Services in an improper manner, with which among other things means action or omission contrary to Swedish or another country's law, activities that may directly or indirectly harm another person, businesses or indirectly lead to violation of the law or conduct that resulted in that considerable inconvenience incurred for Incabus or its other Customers.
15. Modification of terms
Incabus is entitled to change or add to these terms and conditions or in other terms applicable to the Services. Such amendment or addition shall be communicated to the Customer no later than one (1) month before the changes take effect. If the Customer does not accept changes or additions that are disadvantageous to the Customer, the customer is entitled no later one than (1) month after such notice, in writing by email or letter to terminate the Agreement effective from the date of the change would have taken effect. If such termination does not occur, the Customer is considered to have accepted the new conditions. Changes that do not affect the embodiment or content of Services as well as lowering the prices or charges need not to be notified to the Customer.
Swedish law is applicable on these terms. Any disputes on the interpretation of these terms shall be settled by court, at which time the district court of Stockholm shall constitute Court of First Instance.