Terms and Conditions for Nexus GO Signing

2. Scope of the Agreement

Nexus will provide the Services to the Customer in accordance with the terms and conditions of the Agreement, against full payment of applicable fees.

3. The Services

3.1.    The Services are described on https://go.nexusgroup.com/ (the “Service Description”).

3.2.    Nexus shall provide the Services in a workmanlike manner and materially as described in the Service Description, 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.

4. Use of the Services

4.1.    The Customer is responsible for the Users as for itself hereunder. The Customer’s Administrators may add and remove Users as available on the Nexus GO Portal. Removal may be subject to a notice period.

4.2.    The Customer may only use the Services for its intended purposes. Each User must accept the Administrator Terms or the Signatory Terms prior to gaining access to the Services.

4.3.    The Customer undertakes to inform the Users of the Customer’s obligations under this Agreement.

4.4.    The Customer is fully responsible for any Document uploaded to the Services and any use of the Services through the Customer’s accounts. This includes, for the avoidance of doubt, any and all breaches of the Administrator Terms or the Signatory Terms by a User.

4.5.    The Customer may not upload any third party materials without having secured the necessary rights from the owners or license holders of such materials.

4.6.    The Customer may not use illegal materials or violate applicable laws in connection with the use of the Services. The Customer may not use the Services in moral or ethical gray zones, such as the fields of gambling, pornography, guns, alcohol and microloans (e.g. by text messaging). Nexus is entitled without notice to erase any Document that it, in its own discretion, finds breaches this Section 4.6. Nexus is also entitled to suspend the Customer’s access to the Services immediately and without notice in the event Nexus finds that the Customer uses the Services for such purposes.

4.7.    The Customer may only grant third parties access to the Services as Signatories (for which the Customer 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 Customer 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 Customer’s access to the Services if Nexus deems it likely that any unauthorized third party has gained access to the Services.

4.8.    The Customer undertakes to not, by use of any software or hardware, copy, manipulate, unnecessarily burden, decompile or gain access to parts of the Services or Documents other than made available by Nexus or uploaded by the Customer.

4.9.    The Customer shall indemnify Nexus for any losses, damages or costs resulting from the Customer’s breach of any provision set forth in Sections 4.2 - 4.8 above.

5. Payment

5.1.    Unless otherwise has been agreed, the fees payable for the Services are available at https://go.nexusgroup.com/. All prices are provided exclusive of VAT.

5.2.    If BankID is used as method, this generates an extra charge of SEK 0.29 per use.

5.3.    Unless otherwise has been agreed, the Customer shall pay the agreed monthly fee in advance and any fees for signatures in arrears. The fees will be invoiced by Nexus and shall be paid in full no later than (14) calendar days from the date of the invoice. Nexus is entitled to charge additional administrative fees and interest rate in accordance with the Swedish Interest Act (1975:635) in case of overdue payment.

6. Legal validity of signatures

6.1.    Some jurisdictions and/or laws and regulations within such jurisdictions may have certain requirements for signatures of documents to be legally valid. Nexus can therefore not guarantee that a signature of a Document through use of the Services will be legally valid. You and other party(ies) signing a Document by use of the Services are fully responsible for ensuring that the signatures thus created will meet legal requirements for a binding and legally enforceable signature in the relevant jurisdiction.

6.2.    Any Document signed by use of the Services will be entered into between the signing parties, which are solely responsible for the content of each Document. Except for the case where Nexus explicitly acts as a signatory of a document, Nexus will under no circumstances be a party to any Document signed through the Services, Nexus will have no knowledge of or responsibility for the content of a Document and will not, even if so requested, interpret, give legal advice regarding or act to enforce the content of any Document.

7. Access to Documents

7.1.   Nexus temporarily stores and processes uploaded PDF documents for the purpose of adding digital signatures and related information. Except for this case, Nexus will not access the content of the Documents unless explicit consent has been given by the Administrator who uploaded the Document. Such access may be necessary for Nexus to provide the Administrator with the relevant support. Any content of a Document to which Nexus has been granted access will be treated confidentially and only shared with personnel within Nexus on a strict need-to-know basis.

7.2.   Nexus may collect information about processed signature information such as digital fingerprints for the purpose of supplying a service to customers for validation of signatures.

8. Publishing

For the purposes of publicly sharing that the Customer is using the Services for electronic signatures, Nexus is entitled to publish the Customer’s trademark and/or the Customer’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.

9. Restricted accessibility

9.1.    Nexus is entitled to immediately at any time restrict or limit the Customer’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.

9.2.    In the event of restricted accessibility pursuant to Section 9.1 above, Nexus shall notify the Customer 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 Customer to access the Services as soon as possible again.

10. Error notifications

10.1. Should the Customer identify any error in the Services (i.e. that the Service does not perform as stated in the Service Description), the Customer shall notify Nexus promptly in writing, describing how the error affects the Service (error notification). The Customer shall in any event notify Nexus within one month from the first occurrence of the error. Should the Customer fail to notify Nexus accordingly, its right to notify the error is forfeit.

10.2. Nexus will use its commercially reasonable efforts to rectify any error notified in accordance with Section 10.1 above. In the event of a material error, preventing the Customer from using the Service for its purpose as stated in the Service Description, which Nexus has failed to rectify within 30 days from the Customer’s notification, the Customer shall be entitled to terminate the Agreement forthwith in writing. In addition, in the event the error prevents the Customer from using the Service and persists for more than five days from the Customer’s error notification, the Customer shall not be liable to pay the monthly fee corresponding to the time during which the Service has been unavailable. This Section 10.2 sets forth Nexus’ sole liability and Customer’s sole remedy in the event of an error.

11. Limitation of liability

11.1. Each party’s liability under the Agreement shall per Document 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 10 000. Under no circumstances shall a party’s aggregate liability under the Agreement exceed SEK 100 000. These limitations are not applicable to liability arising from intellectual property right infringements, breaches of confidentiality obligations, the content of the Documents, or to any indemnification rights set out in these terms and conditions.

11.2. 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.

12. Intellectual property rights

12.1. This Agreement does not constitute any transfer or assignment of any intellectual property rights and does not grant the Customer any right to use the Services in any other manner than as set out in this Agreement.

12.2. Nexus is not responsible for and will not obtain any intellectual property right, title or interest in any content uploaded or signed in the Services. For the avoidance of doubt, should the Customer upload or use any material owned by Nexus, such material will remain vested in Nexus.

13. 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.

14. Information

14.1. The parties undertake to keep each other informed of circumstances and events in relation to the Services which reasonably can be expected to be relevant for third parties, such as banks, other Customers or Users.

14.2. If a party suspects that unauthorized access to the Services has occurred, the party shall inform the other party thereof without undue delay.

15. Personal data

As part of the provision of the Services, Nexus will process personal data on behalf of the Customer for the purpose of being able to provide the Services. For this purpose, the parties have entered the data processing agreement set out in Data processing agreement for Nexus GO Signing to set out each party’s obligations in respect of the personal data processing.

16. Term

16.1. This Agreement shall remain in effect until terminated by either party on one month’s prior written notice. The Customer shall observe the notification procedures set out in the Nexus GO Portal for its termination to be effective.

16.2. 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. Notwithstanding the aforesaid, in case of the Customer’s breach of any one provision in Sections 4.2 - 4.8, Nexus shall be entitled to immediately terminate the Agreement.

16.3. Nexus is furthermore entitled to immediately terminate the Agreement if the Customer 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.

17. Amendments to the Services or the Agreement

17.1. 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 Customer 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 Customer does not terminate the Agreement, the Customer shall me deemed to have accepted the change.

17.2. Nexus shall, however, be entitled to implement amendments which Nexus deems insignificant or to the Customer’s advantage without notice.

18. Notices

All notices shall be deemed to have been received by the Customer on the earliest of the Customer’s confirmation or three days after Nexus sent such notice to the email address provided by the Customer in accordance with the instructions in the Nexus GO Portal.

19. 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 Customer may not assign the Agreement.

20. Governing law and dispute resolution

20.1. This Agreement shall be governed by and construed in accordance with substantive Swedish law.

20.2. 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.