Ripe General Service Terms and Conditions
Updated on Sep 6, 2022

Introduction

This Service Agreement contains the legal terms of service that govern Ripe’s provision of the Services and the Customer’s use of and access to the Services. If the Customer has a prior agreement, it shall be deemed terminated (to the extent it covers the Services provided pursuant to this Service Agreement) upon the applicable Effective Date and without prejudice to any of Ripe’s or the Customer’s accrued rights and liabilities under such prior agreement.

Ripe and Customer will agree on a date for the start of the Services (“Service Start Date”). The date for the Service Start Date may be adjusted at Ripe’s sole discretion, in which case Ripe will notify the Customer of the revised Service Start Date.

1. Right to use

Pursuant to the terms of the Service Agreement, the Customer will have a limited, non-exclusive, non-transferable, non-sublicensable right to use and access the Services for internal use only. This limited right applies to, but is not limited to, scripts, code or other software components Ripe makes available to Customer as part of the installation or provision of the Services. If third party license terms apply to any part of the Service or component thereof, Ripe will make these available to Customer and Customer undertakes to comply with such terms to the extent applicable.    

2. Acceptable use

  1. The Customer will not, and will not encourage or permit Service Users or any third party, to: (i) reverse engineer, decompile, copy or disassemble the Services; (ii) market, sell, sublicense, rent, lease, or otherwise distribute the Services, in whole or in part; (iii) change, modify, upgrade, improve, enhance or create derivative works of any portion of the Services for any purpose (including without limitation error correction or any other type of maintenance); or (iv) remove, obscure, or alter any identification, proprietary, copyright or other notices in the Services.
  2. The Customer will not, and will not encourage or permit Service Users or any third party to, access or use the Services: (a) other than as expressly prescribed by the Service Agreement; (b) in violation of relevant laws or obligations or applicable third party licenses; (c) in any manner that is infringing, obscene, offensive, threatening, libelous, unlawful, harmful, or in violation of any third party rights; (d) to facilitate the transmission or use of any: (i) malicious code (including malware, viruses, worms, and trojan horses); (ii) traps, time bombs, or other code with a latent ability to disable or cripple software or services; or (iii) code that would allow any third party to interfere with or access the Services (e) to circumvent, disable, violate, or otherwise interfere with the security or integrity of the Services, or any activity being conducted in or in relation to the same (or attempt at any of the foregoing); (f) to transmit any data for which the Customer does not have a right to do so; or (j) to impersonate any person or entity.

3. The Customer’s responsibilities

  1. The Customer shall remain fully liable to Ripe for any use of the Services by Customer and its Service Users. The Customer is responsible for the Service User’s compliance with this Service Agreement and shall (i) take appropriate measures to prevent unauthorized access to or use of the Services and notify Ripe immediately of unauthorized access or use and (ii) cooperate with any reasonable investigation by Ripe of any outage, security problem or suspected breach of the Service Agreement.
  2. The Customer is responsible to provide suitable hardware or software including all necessary infrastructure to ensure the Customer’s access to the Services.
  3. The Customer shall follow the instructions and Documentation provided by Ripe from time to time in order to access, set up and use the Services, including but not limited to using the version of third-party program products supported by Ripe and installing scripts and other software components that Ripe makes available for use with the Services.
  4. The Customer is solely responsible and liable for the accuracy and legality of Customer Data and for obtaining all permits, rights and consents in order for Ripe to access and use Customer Data within the Service Agreement.
  5. The Customer may be required to register an account at Ripe’s website or other platform distributed by Ripe in order to access the Services. The Customer is solely responsible for the Customer’s account, all activities conducted in connection with the Customer’s account, and the accuracy of all information provided by or to the Customer relating thereto, including without limitation, contact, payment information, user credentials such as name and password, and for protecting and safeguarding the foregoing. The Customer will promptly update any account information if it changes and notify Ripe upon becoming aware of any unauthorized use of the Customer’s account and/or credentials, and any related security breach.
  6. The Customer agrees that Ripe may monitor use of the Services to ensure quality, improve the Services and verify the Customer’s compliance with the terms.
  7. The Customer agrees to promptly comply with requests for cooperation, documentation and information Ripe makes relating to the Customer’s use of the Services in connection with internal or external audits.

4. Fees and invoicing

  1. Customer shall pay all fees as set forth in each Order Form from Service Start Date. Unless otherwise specified in the Order Form, all fees are due and payable within 30 days from the invoice date. The fees payable shall be calculated by reference to data recorded or logged by Ripe.
  2. Unless otherwise specified in the Order Form, Ripe will invoice Customer for the Services monthly in arrears from the Service Start Date.
  3. Unless otherwise specified in the Order Form, payments received from the Customer will be deposited in SEK.
  4. For any invoice the Customer fails to pay by its due date, Ripe may charge the Customer a late penalty fee in accordance with law. Customer may not withhold or offset fees due to Ripe for any reason. If Customer fails to pay any invoiced amounts by the due date, Ripe may, without limiting its other rights and remedies, temporarily suspend access to the Services without liability until such amounts are paid in full. Ripe will give Customer at least fifteen (15) days’ prior notice that its account is overdue before suspending the Services. Payment obligations are non-cancelable and fees paid are non-refundable.
  5. Fees and other charges are exclusive VAT and other taxes. Customer is responsible for all taxes and duties, with the exception for tax and duties on Ripe’s income or payroll.
  6. Ripe reserves the right to increase the fees payable by the Customer at the end of the fixed subscription term, specified in the Order Form, or the subsequent fixed subscription term, or, if no fixed subscription term has been specified, at any time upon ninety (90) days prior written notice to the Customer.

5. Term and termination, suspension, survival

  1. The Service Agreement takes effect as of the Effective Date and will continue in force until terminated in accordance with this Section 5.
  2. If a fixed subscription term has been specified in the Order Form, the Service Agreement will be automatically renewed for a new fixed subscription term each time the last fixed subscription period ends, unless either Party terminates the Service Agreement by giving thirty (30) days written notice prior to the end of the current fixed subscription term. If no fixed subscription term has been specified, the Service Agreement may be terminated by either Party by giving ninety (90) days prior written notice to the other Party.
  3. Each Party may terminate the Service Agreement (in whole or in part) immediately upon notice to the other Party should the other Party become insolvent, enter into bankruptcy, enter into compulsory or voluntary liquidation or other similar measures.
  4. Ripe may terminate the Service Agreement (in whole or in part) immediately upon notice to the Customer, should (i) a suspension of the Services under Section 5(e) continue for more than five (5) consecutive days, (ii) the Customer breaches the Service Agreement and fail to cure such breach within five (5) days of the Customer’s receipt of notice of the same, or (iii) if the Customer is subject to a change of control, which shall mean the direct or indirect acquisition of any and all shares by an entity or person being a competitor to Ripe, whether directly or indirectly.
  5. Ripe may suspend all or any part of the Services: (i) in Ripe’s sole discretion, if not doing so would have a detrimental effect on the Services or Ripe’s provision thereof, (ii) in the event of the Customer’s breach or potential breach of this Service Agreement or (iii) to comply with relevant laws and regulations or instruction of a court or other competent authority. In addition to Ripe’s right to terminate or suspend the Services, the Customer acknowledges that Ripe reserves the right to temporarily disable access to the Services (or any portion thereof) for maintenance purposes. Suspension under this Section does not waive the obligation of any payment obligations under this Service Agreement.
  6. Upon termination of this Service Agreement the Customer shall cease using and accessing the Services and return and/or destroy or delete, in accordance with Ripe’s instructions, all data, material, Documentation and/or Confidential Information belonging to or provided by Ripe.
  7. The following provisions will survive the termination of this Service Agreement: Sections 3, 9, 10, 11, 12, 15, 16, and 17. The termination of the Service Agreement shall be without prejudice to Ripe’s accrued rights and the Customer’s accrued liabilities.

6. Intellectual property rights

  1. Ripe retains all ownership, right, title and interest in and to the Services and Documentation, including all intellectual property rights relating thereto. If the Customer provides feedback or suggestions about the Services or Documentation, Ripe will have a right to use, modify and transfer such information without any obligation to the Customer of any kind.
  2. The Customer retains all right, title and interest in and to all Customer Data. Ripe will have a non-exclusive right to access and use Customer Data, including personal data, in order to provide the Services.
  3. During the term of the Agreement, unless explicitly restricted in by the Miscellaneous terms of the Order Form, the Company may state that the Customer is a customer of the Company and the Customer grants to the Company a worldwide, non-exclusive and free license to use the Customer’s trademarks for marketing and advertising purposes.

7. Data privacy

Each Party shall comply with applicable Data Protection Legislation.

The processing and collection of personal data (as defined in the DPA) which occurs via the Services and/or during the provision of the Services, is regulated by a separate Data Processing Agreement (“DPA”) attached to the Order Form and incorporated herein by reference, and as may be updated as required by applicable laws.

The Customer acknowledges, permits and accepts that Ripe may retain, store, use and disclose personal data generated by and collected through the Services solely in order to provide, support, monitor and develop the Services and to satisfy applicable legal, accounting and/or regulatory requirements and, that the Customer (i) has and will maintain all rights, licenses and consents necessary for Ripe to process personal data for purposes described in the Service Agreement (including the DPA) and (ii) is responsible to inform data subjects to this effect in accordance with Data Protection Legislation.

To provide the Service, Ripe will also need to process personal data about Customer’s staff or contractors for billing or other contract administrative purposes , including but not limited to Customer contact and contract data. Information about Ripe’s processing of such personal data acting as data controller can be found at Ripe.com/privacy.

8. Changes

Except as expressly stated in an Order Form, Ripe reserves the right, in Ripe’s sole discretion and with or without notice from time to time, to modify or update any Services (including but not limited to the features, scope, reach and functionality). Additionally, Ripe may amend the Documentation (or any part thereof), and such amendment will take effect on the date Ripe designates (or upon expiration of the minimum period of notice Ripe is required to provide under relevant law). Upon the event that there is uncertainty regarding what version of the Documentation that applies between the Parties, the version published at Ripe’s website at that point in time shall apply. If an amendment to the Documentation or Services is to the Customer’s material detriment, the Customer may terminate the Service Agreement in whole, upon written notice within ninety (90) days following the effectiveness of such amendment (or by the date which the Customer is entitled to terminate under mandatory law).

9. Relevant laws

Ripe shall ensure that the provision of the Services, and the Customer shall ensure that all use of the Services and all Customer Data, complies with laws and regulation, including but not limited to export control laws and regulations, economic, trade and financial sanctions laws, regulations, embargoes, restricted state lists or restrictive measures administered.

10. Warranties

  1. Each Party represents and warrants it has the necessary authority to enter into and perform the Service Agreement, and that such performance does not violate or breach any other agreement to which it is a party. Ripe warrants that the Services will be provided with the reasonable degree of skill, care, diligence, prudence and foresight to be expected of a competent provider of the Services. Additionally, the Customer represents and warrants that the Customer Data and the Customer’s use of and access to the Services do not and will not cause any breach of the Service Agreement.
  2. Except as expressly stated in the Service Agreement, Ripe provides the Services on an “as is” and “as available” basis. Ripe makes no representations or warranties with respect to the Services or Documentation, and Ripe does not warrant that the Services will be secure, uninterrupted, timely, error-free or work with and be compatible with third-party program products or services. To the fullest extent permitted by law, Ripe disclaims and the Service Agreement excludes any implied or statutory warranty, including any warranty of title, non-infringement, merchantability or fitness for a particular purpose.

11. Limitation of liability

  1. Neither Party will be liable to the other under or in connection with the Service Agreement for (i) any incidental, indirect, special, punitive or consequential losses of any kind, (ii) loss of profits, data (including but not limited to corruption of data), business opportunities, contracts, revenue, goodwill, anticipated savings, or financial loss of any kind.
  2. Ripe will not be liable under or in connection with the Service Agreement for any amounts exceeding the total fees paid by the Customer for Services ordered during the six (6) months preceding the claim for damages.  
  3. Notwithstanding the above, nothing in the Service Agreement either limits or excludes the liability of the Customer for the Customer’s breach of the obligations under Section 2, 3  and 7(c) or breach of its payment obligations.

12. Confidentiality

  1. Each Party will, during the term and thereafter, maintain in confidence the Confidential Information of the other Party and will only use such Confidential Information solely for the purpose of carrying out its respective rights and obligations under this Service Agreement, except with the disclosing Party’s prior written approval. The receiving Party will protect the confidentiality of Confidential Information by exercising the same degree of care with which it protects its own information of a similar nature, but no less than a reasonable degree of care, and will limit the use of, and access to, Confidential Information to those individuals whose use or access is necessary in order to perform under this Service Agreement.
  2. Confidential Information will not be deemed confidential, and the receiving Party will have no obligation with respect to such information, where the information: (i) was known to the receiving Party prior to receiving any Confidential Information from the disclosing Party as evidenced by written documentation; (ii) is or becomes publicly known through no wrongful act or omission of the receiving Party; or (iii) was received by the receiving Party without breach of this Service Agreement from a third party without restriction as to the use and disclosure of the information. Each Party may disclose Confidential Information to the extent required by law, regulation or order of a court or other competent authority.

13. Publicity

The Customer hereby grants Ripe a non-exclusive right to display the Customer’s business names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that the Customer uses or has used the Services, including on Ripe’s website, in press releases and in other media.

14. Free trial

The Parties may agree on a free trial of the Services. Ripe shall then make the Services available to the Customer on a trial basis specified by Ripe, free of charge, until the earlier of (i) the end of the free trial period agreed between the Parties, (ii) the start of any payable subscription of the Services agreed between the Parties, or (iii) termination of the free trial by Ripe in its sole discretion. The Services during the free trial period are provided “as is” with no warranty and Ripe shall have no liability of any kind. In all other respects this Service Agreement will apply.

15. Governing law and venue

  1. This Service Agreement shall be governed by and construed in accordance with the laws of Sweden.
  2. Any dispute, controversy or claim arising out of or in connection with this Service Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).
  3. The Arbitration Rules by the SCC shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that Rules for Expedited Arbitrations shall apply.
  4. The seat and location of arbitration shall be Stockholm, Sweden and the Arbitral Tribunal shall be composed of three arbitrators. The language to be used in the arbitral proceedings shall be Swedish.

16. Notice

Unless expressly stated otherwise, all notices under this Service Agreement shall be in writing and deemed given upon: (i) personal delivery; or (ii) the date shown on the confirmation of delivery. All notices from Ripe will be addressed to the contact identified in the Order Form, if not agreed or expressly stated otherwise. System notifications and information from Ripe relating to the operation, provision or support of the Services can also be provided within the Services. Notices to Ripe will be addressed to hello@Ripe.com. Each Party may modify its recipient of notices by providing notice pursuant to this Service Agreement.

17. General

  1. Neither Party will be liable where performance of its obligations hereunder (other than for payment obligations) is rendered impossible by reasons beyond that Party’s reasonable control and occurring without that Party’s fault or negligence. Dates by which performance obligations are scheduled to be met will be extended for a period equal to the time lost due to any delay so caused.
  2. The Customer understands that the Services do not constitute product or services for consumers and shall only be used for business purposes. The Customer shall ensure that the person entering into the Service Agreement, whether by a signed documented order or by an electronic order, is a duly authorized representative and signatory of the Customer and has the authority to bind such corporate entity to the Service Agreement.
  3. This Service Agreement is not intended nor will be construed to confer upon or give to any party other than Customer and Ripe any rights, remedies or other benefits. The Parties are independent contractors. Nothing in this Service Agreement is intended, or should be construed, to create a partnership, agency, joint venture or employment relationship between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.
  4. The Customer shall not, without Ripe’s prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of the Customer’s rights or obligations under the Service Agreement. Ripe may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Service Agreement without the Customer’s consent however, the Customer shall, if Ripe requires, execute such deeds and/or documents as may be necessary or required by Ripe to give effect to any such dealing in such rights and/or obligations.
  5. No waiver, implied or expressed, by either Party or any right or remedy for any breach by the other Party of any provision of this Service Agreement will be deemed or construed to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.
  6. If it turns out that a particular term of this Service Agreement is not enforceable, this will not affect any other terms.
  7. Each party acknowledges that in entering into the Service Agreement it has not relied on any representation, discussion, collateral contract or other assurance except those expressly set out in the Service Agreement.

18. Definitions

In the Service Agreement, capitalized terms shall have the meanings set out below or if not defined herein, the meanings set forth elsewhere in the Service Agreement:

“Ripe” means Teteworks AB, reg. no. 559297-0726.

“Confidential Information” means any and all data or information in any form that is disclosed (whether in oral, written, or other tangible or intangible form)  to either Party by or on behalf of the other Party and that either (i) relates to the disclosing Party’s proprietary software, information technology, business plans, forecasts, customer information, marketing information, trade secrets and/or financial performance, or (ii) which the receiving Party knows or should know, given the facts and circumstances surrounding the disclosure of the information, is confidential information of the disclosing Party.

“Customer” means the corporate entity identified as the customer in the Order Form.

“Customer Data” means all data, information, content, software and material which the Customer provides, submit or uses in connection with the Services, including personal data, not owned by Ripe.

“Data Processing Agreement” means the Data Processing Agreement applicable on the Services, referenced in Order Form and/or published at Ripe’s website.  

“Data Protection Legislation” means the relevant laws and other regulations applicable to the collection, use, storage, disclosure or otherwise processing of personal data (such as but not limited to and as far as applicable the General Data Protection Regulation (EU) 2016/679 of the European Parliament and the Council, and supplemented national law) and as is further defined within the Data Processing Agreement.

“Documentation” means all documents attached or referenced to in the Order Form or made available on Ripes website about or relating to the Services, including but not limited to the then-current technical and functional descriptions or specifications regarding any portion of the Services, including Services specifications and user guides.

“Effective Date” means when the Order Form has been duly signed and executed by both Parties, or, if the Order Form consists of an electronic order, after Ripe’s electronic confirmation of Customer’s order of the Services.

“General Service Terms and Conditions” means this document, referenced in Order Form and/or published at Ripe’s website.  

“Order Form” means Customer’s order of Services and which details the applicable Services, fees and other Services related terms, either in the form of an documented order form signed by both Parties or otherwise an electronic order confirmed by Ripe.  

“Party” means Ripe and the Customer individually.

“Parties” means Ripe and the Customer jointly.

“Services” means the services provided by Ripe under the Service Agreement, as specified in the Order Form and Service Description and Technical Support.

“Service Agreement” means the Order Form, Ripe’s General Service Terms and Conditions, Ripe’s Service Description and Technical Support, and Ripe’s Data Processing Agreement, published at Ripe’s website.

“Service Description and Technical Support” means the description of Services and support, referenced in Order Form and/or published at Ripe’s website.  

“Service Start Date” means as defined in the introduction of these General Service Terms and Conditions.

“Service User” means the Customer’s employees, consultant, agents or similar roles, who accesses and uses the Services for Customer’s internal use.