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These General Terms and Conditions (“GC”) regulate the Customer’s (as defined in the Agreement) use of the agreed software and partial or wholly integrated additional services, jointly referred to as the “Services”.
The Services are provided by Boards on Fire AB, reg. no 559241-3735 (“BoF”). You are buying access to the Services directly from BoF. These GC stipulate BoF’s obligations towards you as Customer and your obligations as Customer and User (according to the definitions below) of the Services. BoF and Customer are below individually referred to as “Party” and jointly as the “Parties”.
In these GC, terms with capital letters occur. If the term is not defined directly in the text, the definition can be found in Section 2 below.
“Agreement” means the main agreement between BoF and the Customer for the provision of Services, together with its schedules.
“Customer Data” means all electronic data, content, files and other information—including any personal data—that (a) Customer or any of its Users upload to, store in, transmit through or otherwise make available to BoF via the Services, or (b) is generated for Customer through its configured use of the Services and remains identifiable to Customer or any natural person; but excluding (i) Aggregated Data and (ii) any information that constitutes BoF Confidential Information.
“Documentation” means BoF’s official, published then-current user manuals, technical specifications, and operating guides expressly designated by BoF as the official Documentation for the generally available version of the Services, excluding marketing materials, press releases, or non-binding guidelines.
“Force Majeure Event” means an event or circumstance beyond the affected Party’s reasonable control that it could not reasonably have foreseen or avoided, including but not limited to: acts of God; natural disasters; epidemic, pandemic or governmental health restriction; war, terrorism, riot or civil commotion; sabotage or malicious damage; strike, lock-out or other industrial dispute (except involving that Party’s own workforce); failure or shortage of utilities, public networks or cloud-hosting infrastructure; or acts of government or regulatory authority (including export- or sanctions-related restrictions).
“Intellectual Property Rights” means any and all rights in, arising out of, or associated with any of the following, existing now or in the future anywhere in the world: (i) patents, patent applications, patent disclosures, inventions (whether patentable or not); (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all goodwill associated therewith; (iii) copyrights and copyrightable works (including computer programs, user interfaces, screen displays, look and feel, source code, object code, and algorithms), database rights, and mask works; (iv) trade secrets, know-how, confidential information, business plans, technical data, and other proprietary information; (v) design rights; and (vi) all other intellectual property rights, whether registered or unregistered, and including all applications, registrations, renewals, extensions, continuations, divisions, or reissues thereof associated with any of the foregoing.
“Term” means the term of the Agreement.
“User” means a physical person, for example, an employee of Customer, hired staff or a consultant, who is given the right by Customer to use the Services for Customer’s internal business purposes.
The Services are provided on a subscription basis. Subject to timely payment of Fees and compliance with the Agreement, BoF grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to permit its Users to access and use the Services solely for Customer’s internal business operations.
Customer shall not: (i) resell or otherwise commercially exploit the Services; (ii) modify, reverse-engineer, or create derivative works from the Services; (iii) remove BoF logos or proprietary notices; or (iv) access the Services for the purpose of building a competing product.
Customer remains responsible for: (i) procuring and maintaining internet connectivity, compatible browsers and devices needed to access the Services; (ii) the confidentiality and security of all User login credentials; and (iii) ensuring that all its Users comply with the terms and conditions of this Agreement. Customer shall be liable for any breach of this Agreement caused by the acts or omissions of its Users.
Customer acknowledges that its subscription is not contingent on the delivery of any future feature, functionality, version, or roadmap item, and BoF is free to enhance, modify, replace, or discontinue elements of the Services at its sole discretion, provided that such changes do not materially diminish the core functionality of the Services during the then-current subscription term.
Customer shall ensure that all data, files, and code it uploads or transmits to the Services are free of viruses, worms, Trojan horses and other malicious code or devices that could damage, disable or otherwise interfere with the Services.
Customer shall not (and shall ensure its Users do not), deliberately or in bad faith overload the infrastructure, perform stress-testing, probe security, or otherwise use the Services in a manner that degrades Service performance or poses a security or legal risk to BoF. Security testing, penetration testing or similar assessments of the Services may only be conducted with BoF’s prior written consent and in accordance with such reasonable conditions as BoF may specify.
Routine operational messages (maintenance windows, release notes, etc.) may be delivered inside the Service UI, via BoF’s status page, or by E-mail. A notice is deemed received on posting (UI/web) or on sending (E-mail).
Standard support hours are 08:00–17:00 Central European Time (CET) / Central European Summer Time (CEST), Monday through Friday, excluding Swedish public holidays (“Support Hours”), unless otherwise agreed between the Parties in the Agreement. Support requests must be initiated by the individual designated as the administrator for the Services at Customer (“Designated Administrator”) via E-mail as specified in the Documentation or the Agreement.
BoF will use commercially reasonable efforts to respond to support requests submitted by the Designated Administrator during Support Hours. Under normal circumstances, BoF shall provide an initial response no later than the next business day following receipt of the support request. Actual resolution times for issues will vary depending on the nature and complexity of the request.
BoF may need to perform maintenance that requires the Services to be temporarily unavailable (“Scheduled Maintenance”). BoF will use reasonable efforts to provide at least 48 hours’ prior notice of Scheduled Maintenance (typically via in-Service notification, status page, or E-mail) and will aim to conduct such maintenance during non-peak hours, such as weekends or overnight (CET/CEST). Emergency maintenance may occur with shorter or no notice if deemed necessary by BoF to protect the integrity or security of the Services.
BoF may enhance, update, patch, deprecate or withdraw non-core features of the Services, or introduce new features, modules or usage limits, provided such changes do not materially reduce the core functionality purchased by Customer for the then-current subscription term.
Where BoF, acting reasonably, considers it necessary to remedy an urgent security, legal or performance risk, it may implement changes (including temporary suspension of affected functionality) without prior notice; BoF will inform Customer as soon as practicable afterwards.
BoF may amend these GC by giving Customer 30 days’ written notice. The revised GC take effect on the date stated in the notice unless Customer objects in writing before that date. If Customer so objects, either Party may terminate the Agreement with effect from the amendment’s effective date, and BoF will refund any prepaid, unused subscription Fees covering the period after termination.
BoF may suspend Customer’s access to the Services (in whole or in part): with 30 days’ written notice for any undisputed, overdue Fees (see Section 9.4).
BoF may immediately, with or without prior notice suspend Customer’s access to the Services, if BoF reasonably determines that:
(i) Customer’s or a User’s use of the Services threatens the security, integrity, availability or performance of the Services, BoF’s systems or data, or any third-party system or data;
(ii) such use infringes, or is alleged to infringe, BoF’s or any third party’s Intellectual Property Rights;
(iii) Customer or a User has introduced malicious code or otherwise breached Section 4 (Customer Responsibilities), Section 15 (Anti-Corruption Compliance), or Section 16 (Export Control and Sanctions Compliance); or
(iv) suspension is required to comply with applicable law, regulation, or a binding regulatory request.
BoF will notify Customer of the reason for any suspension as soon as practicable and will restore access once the underlying issue is remedied to BoF’s reasonable satisfaction.
Either Party may terminate the Agreement for material breach not cured within 30 days of written notice.
Upon termination or expiry, Customer Data will be permanently deleted 30 days after the last active subscription day unless the Parties agree to data-export assistance, in which case Customer shall compensate BoF for such assistance on a time-and-materials basis, including storage costs, in accordance with BoF’s then-current price list for such services.
Either Party may terminate this Agreement effective immediately upon written notice to the other Party if the other Party is declared bankrupt, suspends its payments, makes a composition with its creditors, initiates a reconstruction without providing the necessary security as required by the Party giving notice of termination or otherwise becomes insolvent.
Customer shall pay BoF the fees for the Services as specified in the Agreement (“Fees”). BoF shall have the right to revise the Fees in accordance with the Agreement. Unless otherwise stated in the Agreement, Fees are based on the subscription agreed.
Unless otherwise specified in the Agreement, BoF shall invoice Customer for subscription Fees quarterly in advance, commencing on the starting date as defined in the Agreement. Fees for any mid-cycle additions activated by Customer will be invoiced in advance, pro-rated for the remainder of the then-current billing cycle. All invoiced amounts are due and payable within 30 days from the invoice date, without set-off, counterclaim, deduction, or withholding. Payments shall be made in the currency specified in the Agreement to the bank account designated by BoF on the invoice or via other payment methods BoF may authorise in writing.
All Fees are exclusive of applicable taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, value-added tax (VAT), sales tax, or use tax) (collectively, “Taxes”). Customer is solely responsible for paying all Taxes associated with its purchases and use of the Services hereunder. BoF shall include Taxes on its invoices to Customer where legally obligated to do so. If Customer is exempt from any applicable Taxes, Customer shall provide BoF with a valid tax exemption certificate authorised by the appropriate taxing authority prior to invoicing. Taxes payable by Customer shall not include taxes based on BoF’s net income.
If any undisputed invoiced amount is not received by BoF by the due date, then without prejudice to any other rights or remedies available to BoF: (i) such overdue amounts shall accrue late interest at a rate equal to the reference interest rate determined by the Swedish Central Bank (Sw: Riksbanken) plus 8% of the outstanding balance per annum, calculated daily from the due date until the date paid; and (ii) BoF may suspend Customer’s and all its Users’ access to the Services upon 30 days’ prior written notice until all outstanding amounts (including accrued interest) are paid in full.
If Customer disputes any charge invoiced by BoF in good faith, Customer must notify BoF in writing within 30 days of the invoice date, providing reasonable detail identifying the disputed amount and the basis for the dispute. Customer must pay all undisputed portions of the invoice by the due date.
“Confidential Information” means all information, regardless of form, disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to source code, object code, product road-maps, security reports, customer lists, pricing, business plans, financial data, personal data, and the terms of the Agreement.
Confidential Information does not include information that the Receiving Party can demonstrate:
(i) is or becomes publicly available without breach of the Agreement;
(ii) was lawfully known to the Receiving Party before disclosure by the Disclosing Party;
(iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
(iv) is rightfully received from a third party without breach of any confidentiality obligation.
The Receiving Party shall:
(i) keep the Confidential Information in strict confidence, using at least the same degree of care it uses to protect its own similar information (and never less than reasonable care);
(ii) use the Confidential Information solely to perform or exercise rights under the Agreement; and
(iii) not disclose the Confidential Information to any third party except as expressly permitted below.
The Receiving Party may disclose the Confidential Information:
(i) to its and its affiliates’ employees, officers, professional advisers, and subcontractors (including hosting or support providers) who have a “need to know” for the purposes of the Agreement and are bound by written confidentiality obligations no less protective than this Section 10; and
(ii) with the Disclosing Party’s prior written consent.
If the Receiving Party is required by law, regulation, stock-exchange rule, or court order to disclose Confidential Information, it shall (where legally permitted) give the Disclosing Party prompt written notice and reasonable cooperation to seek protective treatment. Only the portion of Confidential Information legally required to be disclosed may be released.
Upon the earlier of: (i) the Disclosing Party’s written request; or (ii) termination or expiry of the Agreement, the Receiving Party shall promptly return or securely destroy all Confidential Information (including all copies and derivative works) and certify such destruction in writing, except that the Receiving Party may retain one archival copy solely for legal-compliance purposes and automatically archived computer-backup copies maintained in accordance with standard IT practices.
BoF shall ensure that its personnel, as well as any subcontractors, have committed to maintaining confidentiality to the same degree as stipulated herein.
The Receiving Party acknowledges that unauthorised disclosure or use of Confidential Information may cause the Disclosing Party irreparable harm for which damages alone would be an inadequate remedy. Accordingly, the Disclosing Party is entitled to seek injunctive relief (including interim measures) in any court of competent jurisdiction without the need to post a bond.
The obligations in this Section 10 survive for five years after termination or expiry of the Agreement; however, Confidential Information that qualifies as a trade secret under applicable law shall remain protected for as long as it retains trade-secret status.
If a Force Majeure Event prevents, hinders or delays a Party (“Affected Party”) from performing any obligation under the Agreement, that obligation is suspended for the duration of the Force Majeure Event and for such reasonable time thereafter as is required to resume performance.
The Affected Party shall: (i) give the other Party prompt written notice (in any event within five business days) describing the Force Majeure Event and its expected impact; and (ii) provide regular updates on progress toward resumption of full performance.
The Affected Party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as practicable, including implementing business-continuity or disaster-recovery plans where applicable.
Fixed subscription fees already invoiced and relating to Service functionality actually delivered up to the date the Force Majeure Event commenced remain payable. For any period during which BoF is unable to provide the Services for more than 48 consecutive hours because of a Force Majeure Event, BoF will: (i) issue a pro-rata credit against the next invoice for the portion of Fees corresponding to the downtime; or (ii) if no further invoices remain, refund that amount within 30 days.
If a Force Majeure Event continues for 60 consecutive days (or for 90 days in any twelve-month period) and materially affects the remaining performance under the Agreement, either Party may terminate the Agreement (in whole or in part) on ten days’ written notice. Upon such termination BoF will refund any prepaid, unused Fees relating to the terminated portion of the Services.
Nothing in this Section 11 releases either Party from its obligation to pay any sums properly due and payable under the Agreement (save as expressly provided in Section 11.5), nor from any liability for breaches that occurred before the Force Majeure Event arose.
All Intellectual Property Rights regarding or related to the Services are and shall remain the exclusive property of BoF or its licensors. All Documentation is considered part of the Services and subject to the same rights and restrictions. All copyright, trademarks, registered trademarks, product names, company names, and logos mentioned in the Services or Documentation belong to third parties and are the property of their respective owners.
BoF reserves all rights, title, and interest in and to the Services and its Intellectual Property Rights not expressly granted to Customer under this Agreement.
All Customer Data remains the property of Customer.
Customer grants BoF and its necessary sub-processors a worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, display, store, and process Customer Data solely to the extent necessary to provide, maintain, and improve the Services to Customer, and as otherwise permitted under this Agreement.
If Customer or any of its Users provide any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”), Customer agrees that BoF is free to use, disclose, reproduce, license, distribute, and otherwise commercialise such Feedback in any BoF product, technology, service, specification or other Documentation without any obligation, attribution, or compensation to Customer. Customer hereby assigns to BoF all right, title, and interest in and to all Intellectual Property Rights relating to such Feedback.
If BoF provides products or components under licence from another supplier than BoF, the conditions for the licence of the other supplier shall prevail over these GC regarding such products or components.
The Services may integrate with or contain links to applications, websites, and services provided by third parties (“Third-Party Services”) to make content, products, or services available to the User. These Third-Party Services may have their own terms and conditions and privacy policies, and Customer’s use of these Third-Party Services will be governed by and subject to such terms and conditions and privacy policies. Customer understands and agrees that BoF does not endorse and is not responsible or liable for the behaviour, features, or content of any Third-Party Service or for any transaction Customer may enter into with the provider of any such Third-Party Services, nor does BoF warrant the compatibility or continuing compatibility of the Third-Party Services with the Services.
If Customer breaches BoF’s Intellectual Property Rights or uses the Services in violation of the license terms granted in this Agreement or the GC, Customer shall be liable for any damages caused to BoF as a result of such breach. Customer acknowledges that any such breach may cause irreparable harm to BoF for which monetary damages alone may be inadequate. Accordingly, BoF shall be entitled, without prejudice to any other rights or remedies available to it at law or in equity, to seek equitable relief, including injunctions and specific performance, in any court of competent jurisdiction to prevent or stop such breach, without the necessity of posting a bond or other security.
The provisions above regarding liability for damages and the right to seek equitable relief shall apply correspondingly if Customer has, or has attempted to, access or receive information or data through the Services which Customer is not entitled to access or receive according to these GC or the Agreement. This provision shall not apply to the extent Customer’s access to or receipt of such information or data resulted from an error or omission attributable to BoF.
Notwithstanding anything to the contrary in this Agreement, BoF may collect, derive, analyse, create, and use statistical, aggregated, pseudonymised, anonymised, or de-identified data regarding the use and performance of the Services, derived from Customer Data and Customer’s use of the Services (“Aggregated Data”). Aggregated Data will be processed solely in a form that does not identify Customer, its Users, or any natural person. BoF shall own all right, title, and interest in and to the Aggregated Data. BoF may use Aggregated Data for its legitimate internal business purposes, including but not limited to operating, analysing, improving, or marketing the Services, developing new services or features, functionalities (including training, developing, fine-tuning, and deploying machine-learning models, artificial-intelligence agents, and other algorithmic or data-driven components), analysing usage trends, and benchmarking, provided always that such use complies with BoF’s confidentiality obligations hereunder and applicable data-protection law. For clarity, Aggregated Data is not considered Customer Data or Customer Confidential Information under this Agreement.
BoF shall defend, indemnify, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, including reasonable attorneys’ fees (“Losses”), incurred by Customer arising out of or resulting from any third-party claim, suit, action, or proceeding (“Claim”) alleging that Customer’s use of the Services in accordance with this Agreement infringes or misappropriates such third party’s Intellectual Property Rights valid in Sweden.
Customer shall defend, indemnify, and hold harmless BoF from and against any and all Losses incurred by BoF arising out of or resulting from any Claim alleging that: (i) Customer Data, including BoF’s authorised processing thereof in accordance with this Agreement, infringes, misappropriates, or otherwise violates any third party’s rights (including Intellectual Property Rights or privacy rights); or (ii) Customer’s or its Users’ use of the Services is in violation of the license grant, acceptable use policies referenced herein, these GC, the Agreement, or applicable law.
The Party seeking indemnification hereunder (“Indemnified Party”) shall promptly notify the Party obligated to indemnify (“Indemnifying Party”) in writing of any Claim for which indemnification is sought, provided, however, that any delay in providing such notice shall only relieve the Indemnifying Party of its obligations under this Section 13 to the extent materially prejudiced by such delay. The Indemnifying Party shall have the sole right to control the defence and settlement of the Claim using counsel reasonably acceptable to the Indemnified Party. The Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed) if such settlement requires an admission of fault by the Indemnified Party, imposes any non-monetary burden on the Indemnified Party, or does not include a full and unconditional release of the Indemnified Party from all liability relating to the Claim. The Indemnified Party shall provide the Indemnifying Party with all reasonable cooperation and assistance reasonably requested by the Indemnifying Party in the defence and settlement of the Claim, at the Indemnifying Party’s sole cost and expense.
If the Services become, or in BoF’s reasonable opinion are likely to become, the subject of a Claim for which BoF is or may be obligated to indemnify under Section 13.1, BoF may, at its sole option and expense: (i) procure for Customer the right to continue using the allegedly infringing Services; (ii) replace or modify the allegedly infringing part of the Services so that they become non-infringing while providing substantially equivalent functionality; or (iii) if options (i) and (ii) are not commercially reasonable in BoF’s sole determination, terminate the Agreement or the affected part of the Services upon written notice to Customer and refund to Customer any prepaid, unused fees for the terminated Services corresponding to the period after the effective date of termination.
BoF shall have no liability or obligation under this Section 13 with respect to any Claim to the extent such Claim arises from or is based upon: (i) Customer Data; (ii) use of the Services by Customer or its Users in breach of this Agreement or the GC; (iii) any modification, alteration, or combination of the Services not performed by BoF or expressly authorised by BoF in writing, if the alleged infringement would have been avoided but for such modification, alteration, or combination; (iv) Customer’s continued use of any allegedly infringing version of the Services after BoF has made available a non-infringing update, replacement, or modification; or (v) use of the Services in combination with any hardware, software, data, or systems not provided or approved in writing by BoF, if the alleged infringement would have been avoided but for such combination.
THIS SECTION 13 STATES BoF’S ENTIRE LIABILITY AND OBLIGATION, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY THIRD-PARTY CLAIM ALLEGING INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES.
BoF warrants that during the applicable subscription term, the Services will perform substantially in accordance with the Documentation provided by BoF. This warranty applies to the material functionality of the Services and requires the Documentation to be interpreted reasonably. Minor deviations not materially affecting the overall utility of the Services for the purpose described in the Documentation shall not constitute a breach of this warranty. BoF may update the Documentation from time to time, and this warranty applies to the version of the Documentation applicable to the then-current version of the Services being used by Customer.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 14.1 ABOVE, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. BOF AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BOF DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.
Customer’s sole and exclusive remedy, and BoF’s entire liability, for any breach of the limited warranty set forth in this Section 14 shall be, at BoF’s option and expense, to use commercially reasonable efforts to correct the non-conforming Services or provide a workaround, or, if BoF determines such remedies are not commercially practicable, BoF may terminate the subscription for the affected Service and refund any prepaid, unused fees covering the remainder of the term for such terminated Service.
Each Party represents and warrants that it is knowledgeable about, and shall comply with, all applicable anti-bribery and anti-corruption laws, rules, and regulations in the performance of its obligations under this Agreement.
Neither Party, nor any of its directors, officers, employees, agents, representatives, or affiliates acting on its behalf in connection with this Agreement, have taken or will take any action, directly or indirectly, in violation of such laws. This includes, but is not limited to, offering, promising, paying, giving, soliciting, or accepting any bribe, kickback, payment, gift, or other thing of value to or from any person (including any government official, political Party, or candidate for public office) for the purpose of improperly obtaining or retaining business, directing business to any person, securing any improper advantage, or influencing any act or decision.
Each Party agrees that if it violates any provision of this Section 15, such violation shall constitute a material breach of this Agreement, and the non-breaching Party shall have the right to terminate the Agreement immediately upon written notice, without prejudice to any other rights or remedies it may have.
The Services may be subject to export control and economic sanctions laws and regulations of the United States, the European Union, the United Nations, Sweden, and other applicable jurisdictions. Customer agrees to comply strictly with all such applicable laws and regulations in its access to and use of the Services.
Customer represents and warrants that it is not: (i) located in, or a resident or national of, any country or territory subject to comprehensive U.S. economic sanctions or other significant trade restrictions (currently including, but not limited to, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine); nor (ii) identified on any restricted Party list maintained by the U.S. government (e.g., the Specially Designated Nationals and Blocked Persons List, the Entity List, the Denied Persons List), the European Union, the United Nations, or any other relevant governmental authority.
Customer shall not, directly or indirectly, export, re-export, transfer, divert, or otherwise provide access to the Services, or any technical data related thereto, to any destination, entity, or person prohibited by applicable export control or economic sanctions laws and regulations, nor use the Services for any end-use prohibited by such laws.
BoF reserves the right to suspend or terminate Customer’s access to the Services immediately upon written notice if BoF reasonably determines that such access or use may violate applicable export control or economic sanctions laws or regulations, or that providing the Services to Customer may cause BoF itself to be in violation of, or exposed to penalties under, such laws or regulations. Such suspension or termination shall be without liability to BoF, except for the refund of any prepaid, unused fees for the suspended or terminated portion of the subscription term, unless such refund is prohibited by applicable law.
BoF assumes no liability or responsibility whatsoever for: (i) the content, ownership, accuracy, legality, or appropriateness of Customer Data; nor for (ii) any instructions regarding the processing of Customer Data, or any decisions, actions, or measures taken or not taken by Customer or its Users based on or relating to Customer Data or the use of the Services.
To the maximum extent permitted by applicable law, and regardless of the theory of liability (whether arising in contract, tort (including negligence), statute, or otherwise), a Party shall under no circumstances be liable for any indirect, consequential, special, incidental, punitive, or exemplary damages or losses arising out of or in connection with this Agreement or the Services. This exclusion includes, but is not limited to, liability for loss of data, loss of production, loss of income or profit, loss of goodwill, loss of business opportunity, loss of anticipated savings, costs of procurement of substitute services, damages arising from third-party claims (except as expressly provided in Section 13), or costs or fines imposed by authorities.
Subject only to liability which cannot be excluded or limited under applicable mandatory law, BoF’s total aggregate liability for all claims (whether in contract, tort (including negligence), statute, or otherwise) arising out of or in connection with this Agreement shall be limited strictly to proven direct damages. Such total aggregate liability for direct damages shall under no circumstances exceed the total subscription fees paid by Customer to BoF under this Agreement for the Services during the 12 months immediately preceding the event giving rise to the liability. This limitation of liability shall not apply to damages caused by BoF’s gross negligence or wilful misconduct.
Any claim, demand or cause of action by Customer arising out of or relating to the Agreement, including warranty claims under Section 14 and indemnity claims under Section 13, must be brought within 12 months after Customer became, or ought reasonably to have become, aware of the facts giving rise to the claim.
All notices, permissions, and approvals shall be in writing and shall be deemed to have been given upon personal delivery, the second business day after mailing, or the day of sending by E-mail.
All discussions and undertakings, whether oral or written, which preceded the Agreement are superseded by the Agreement.
Schedules to the Agreement form an integral part of the Agreement. Additional schedules may be added as part of the Agreement through a separate written agreement, which shall take effect once signed by both Parties.
A Party may not assign or pledge, in whole or in part, its rights or obligations under the Agreement without the prior written consent of the other Party.
If any provision of the Agreement is found to be invalid, this shall not invalidate the Agreement in its entirety, but shall, to the extent that the invalidity materially affects the Party’s benefit from or performance under the Agreement, be subject to reasonable adjustment in the Agreement.
A Party’s failure to exercise any right under the Agreement or failure to raise any matter relating to the Agreement shall not constitute a waiver of such right.
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the substantive laws of Sweden, without regard to its conflict of laws principles.
All disputes, controversies or claims arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by the district court of Växjö, Sweden, in first instance.