Muntra AB Terms and Conditions
1. APPLICATION AND INTERPRETATION
1.1. These General Terms and Conditions shall apply between Muntra AB ("Muntra") and the customer ("Customer") with whom Muntra has entered into an agreement ("Agreement") regarding the delivery of a practice management system ("Service"). The service shall be provided as agreed in the Agreement and appendices thereto.
2. PRICES AND PAYMENT TERMS
2.1. Prices are stated in the Agreement and specified on the invoice sent to the Customer. All prices are stated excluding value added tax and any other taxes and charges, which must also be paid by the Customer when paying the invoice. Muntra reserves the right to adjust the prices, subject to the terms in section 4.
2.2 All payments are made in arrears, based on the Customers use of additional services. The invoice is sent on the last calendar day of each month with a 30-day credit period.
2.3. In case of Customers late payment, Muntra is entitled to interest according to the Swedish Interest Act (1975:635).
2.4. If the Customer is late on payments more than 20 days after Muntra requested the Customer to pay the overdue amount, Muntra may, by written notice to the Customer, terminate the Agreement immediately.
2.5. Muntra has the right to transfer a claim to a third party. The Customer shall be notified that the claim has been transferred to a third party.
3. USE OF THE SERVICE
3.1. When using the Service, the Customer shall act in accordance with what was agreed in the Agreement and in such a way that no damage or other inconvenience is caused to Muntra or others.
3.2. In the event of a breach of point 3.1 above, the Customer shall immediately notify Muntra and take corrective action without undue delay.
3.3. If corrective action is not taken within the prescribed time, Muntra has the right to suspend the Customer from using the Service until action has been undertaken. The Customer is not entitled to a refund of fees paid or a
reduction of agreed fees for the Service during the period in which the use of the Customer is suspended.
4. CHANGES
4.1. In the event of a significant change to the contents of the Service or a change to the terms for this or in the event of a fee adjustment, the Customer shall be notified in writing no later than thirty (30) days before the change takes effect. If the Customer does not wish to approve the change, the Customer shall notify Muntra in writing within fourteen (14) days of notification. Muntra then has the right to terminate the Agreement until six (6) months after receiving such notification.
4.2. The Customer shall notify Muntra in writing without delay of a change in circumstances that may be of importance for the correct execution of the Agreement
or for the calculation of the fee, whereupon Muntra has the right to immediately apply any consequential change to the Agreement or to the fee.
4.3. Significant price changes must be notified to the Customer six (6) months in advance.
4.4 Price changes shall be considered reasonable and exempt from what is stated in point 4.3. in the following cases:
Changes to applicable laws or government decision that Muntra could not have reasonably foreseen and therefore could not take into account when entering into the Agreement.
Change in taxes, duties or other public charges, of a kind that affects the contractual price.
When the increase is related to increased costs for Muntra.
The price increase is less than 5 % of the most recently applied prices per the Agreement and no other increase in price has entered into force during the most recent 12 months
5. EARLY TERMINATION OF THE AGREEMENT
5.1. Either party has the right to terminate the Agreement with immediate effect if the other party commits a material breach of contract and fails to take corrective action within twenty (20) days of receipt of a written request to this effect, including an account of the alleged breach of contract. Termination must be made without unreasonable delay after the circumstance invoked as grounds for termination has become known to the concerned party.
5.2. Muntra has the right to terminate the Agreement if the Customer has been suspended from the Service (see, among others, point 3.3) for longer than two (2) months.
6. PERSONAL DATA
Muntra may only process personal data in accordance with the instructions given from time to time by the Customer, with the exception of corrections against the Swedish Tax Agency's public records. Muntra shall take the technical and organizational measures required by the Personal Data Act to protect the personal data processed against unauthorized access, destruction and alteration. Muntra has the right to store personal data during the validity period of the agreement. Muntra shall, when the Agreement ceases to apply, delete the personal data the Customer has provided to Muntra. The customer is responsible for the content of all personal data and other information conveyed to Muntra.
7. ALIMITATION OF LIABILITY
7.1. Muntra's liability for damages only covers compensation for direct damage. It does not include loss of production, loss of profit or other general property damage or indirect damage of any other kind. It also does not include costs for the Customer's own work or internal costs. Muntra's liability for damages during the term of the agreement is limited to the total amount that has been invoiced under the Agreement during the preceding twelve (12) months.
7.2. Incorrect action as a result of, for example, incorrect instructions from the Customer, misunderstandings or other events where there is no question of negligence on Muntra's part is not covered by the right to compensation.
7.3. Muntra is also not responsible for the consequences of faults in cables in telecommunications networks, internet connections, servers or other equipment provided by third parties.
7.4. Claims for compensation as stated above must - in order to be valid - be made in writing by the Customer within one (1) month from the time the Customer became or should have become aware of the damage, but no later than six (6) months from the occurrence of the damage. In the event that a claim arises, both parties must actively contribute to minimizing the damage. Muntra's liability as a result of errors, shortages, delays or other damage is limited to what is prescribed in this provision and the Agreement.
7.5. The customer's loss of data is regulated by the parties' signed Data Processing Agreement.
Regardless of the above, Muntra is not responsible for the Customer's loss of data for things that are not covered by the Data Processing Agreement.
7.6. To the extent that the Customer has a right to make claims against Muntra due to errors, shortages, delays or other damage caused by a subcontractor or conditions for which the latter is responsible, Muntra's liability towards the Customer, in addition to what is specified in point 7.1, is limited to such amount which Muntra receives from the subcontractor.
8. AVAILABILITY
8.1. Muntra undertakes to provide the Service at the Connection Point twenty-four (24) hours per day, with the exception of planned downtime, with the limitations imposed by the service levels specified herein. Planned outages should, as far as possible, take place outside customary Swedish office hours. Muntra must inform the Customer of planned downtime well in advance. The number of permitted planned downtime occasions shall, unless otherwise agreed, not exceed one (1) occasion per month.
8.2. Muntra pays for and implements systems that can measure the agreed service levels at the Connection Point.
8.2.1. Availability per calendar quarter: 99.8 %. 8.2.2. Error reporting: All days 00.00 - 24.00.
8.2.3. Support: Opening hours to be determined and may vary.
8.3. If the availability falls short of what is specified in point 8.2, the Customer has the right to request a penalty fee from Muntra in accordance with the below.
In this regard, the fee corresponds to the license fee the Customer pays per calendar quarter for the relevant part of the Service. In addition to payment of such penalty, Muntra shall not be obliged to pay any additional compensation to the Customer due to lack of availability. The measuring point for Availability is defined as the possibility for the user to log into the Service via the Muntra website.
The availability and availability loss shall be calculated as availability and availability loss over a period of three (3) calender quarters. Availability loss due to planned downtime may not be used as grounds for penalty fees.
Availability below 99.8% but above 99.0% = 10 % of the Fee in penalty
Availability below 99.0% but above 98.0% = 20 % of the Fee in penalty
Availability below 98.0% but above 97.0% = 30 % of the Fee in penalty
Availability below 97.0% but above 96.0% = 40 % of the Fee in penalty
Availability below 96.0% but above 95.0% = 50 % of the Fee in penalty
Availability of less than ninety-five (95) percent during three (3) calendar quarters shall be considered as a material breach of contract and gives the Customer the right to terminate the Agreement with immediate effect and a penalty fee of 100% of the Fee.
9. CONFIDENTIALITY
9.1 Each Party undertakes to not disclose Confidential Information regarding the Agreement, the Service, the other Partys business activities and/or other infromation about the other Party to any third party without the other Partys prior written approval.
As Confidential Information shall any information, written or oral, of technical, financial or commerical nature that has been exchanged between the Parties in connection with the Agreement or that one of the Parties otherwise become aware of as a result of the Agreement, however not including i) such information that is part of the public domain, or which comes into the public domain through no breach of this Agreement, ii) information that a Party has received by a third party that is not bound by this confidentiality clause, or iii) information that the Party independently has produced.
9.2 A Party may disclose confidential information to a third party if such Party is obligated to do so according to applicable laws and regulations or decisions by a court of law or public authority.
9.3 Muntra shall also have the right to disclose Confidential Information to:
- its insurance company and/or legal advisor in preparation for or in connection with a legal process, to such extent necessary in order for Muntra to be able to protect its rights, and
- third parties that has been engaged by Muntra for administrative activities (such as but not limited to bookkeeping, accounting, financial reporting, IT and other administrative business services).
9.4. Each Party shall, through a confidentiality agreement with staff and consultants, ensure that confidentiality as above is observed. Each Party is also responsible for ensuring that any contracted subcontractor and its employees who are affected sign a corresponding non-disclosure agreement.
10. TRANSFER OF THE AGREEMENT
10.1. The Customer does not, with the exception of what is stipulated in clause 9.4, have the right to fully or partially assign their rights and/or obligations under the Agreement without written consent from the other Party.
10.2. Muntra shall, without the other party's approval, have the right to directly or indirectly transfer the whole or part of the Agreement or rights and/or obligations under the Agreement to another company/organization.
11. NOTIFICATIONS
Notifications in accordance with the Agreement must be sent in writing by letter or e-mail to the address or number specified by the party. In the case of e-mail correspondence, the message shall be deemed to have reached the recipient at end of day the following business day or at such earlier point when receipt has been confirmed by proof of receipt. As far as letters are concerned, letters shall be considered received on the weekday after the letter was postmarked.
12. DISPUTES
12.1. If a disagreement arises within the scope of this Agreement, it shall first be resolved in consultation between the Parties. Disputes arising from the Agreement shall be finally settled by a Swedish court applying Swedish law, with the Stockholm district court as the first instance.
