General Terms and Conditions

GNS Sweden AB
General Terms and Conditions 2022-06-01

• 1 General

1.1 These general terms and conditions, including attachments, apply from June 1, 2022, and replace any previous general terms and conditions. These terms govern the relationship between an adult individual or legal entity (the Customer) and GNS Sweden AB (GNS).

• 2 The Agreement

2.1 An agreement is considered to have been entered into when the Customer places an order for a service or product, and GNS has confirmed and approved the order. GNS reserves the right to perform a standard credit check regarding the customer.
2.2 The Customer shall be deemed to have placed an order for a product/service:

1. By filling out a specific order form, which is sent to GNS by mail, or
2. By ordering a product/service electronically on the Website (www.gns.net), via email, mail, or
3. By ordering a product/service verbally or otherwise entering into a specific agreement with GNS in another manner.

2.3 These general terms and conditions are without exception an integral part of the agreement between the parties. In cases where there are specific contractual provisions in the agreement, or attachments to the agreement, that deviate from these general terms and conditions, the specific contractual terms shall take precedence over the general terms.
2.4 The agreement is valid from the day the agreement is signed by both parties, or when the order has been approved and confirmed by GNS, or otherwise at the time when the service is made available for use, whichever occurs earlier, for one (1) year. If no termination of the agreement is made in due time according to section 2.5, the agreement will be automatically extended for one (1) year at a time.

2.5 Termination of the Agreement must be made in writing and be received by the other party no later than six (6) months before the end of the agreement period. The agreement will cease to be in effect twelve (12) months from the date the termination is received by GNS. In the event of early termination by the Customer or as a result of an agreement for early termination of the Agreement, the Customer shall pay the remaining monthly fees for the contract period to GNS. In the case of early termination, GNS also has the right to charge the Customer an administration fee according to the current price list.

2.6 GNS has the right to terminate the Agreement if the Customer is subject to a payment default, is declared bankrupt, initiates composition proceedings, suspends payments, or otherwise is presumed to be insolvent, or if GNS deems there are strong reasons to believe that the purchase price or monthly fee, etc., cannot be paid. GNS also has the right, in these cases, to withhold delivery of the provided Service or part thereof until satisfactory security is provided by the Customer.

• 3 The Service

3.1 The Service is provided in accordance with what has been agreed in writing or otherwise regulated in the general terms and conditions or related attachments. GNS reserves the right to add to, remove, or change the services agreed upon at any time and from time to time, provided that the additions or changes do not cause significant inconvenience to the Customer.
3.2 The Customer shall be notified at least one (1) month before the change or changes specified by GNS take effect if the change is to the Customer’s detriment. This can be done through a notice on the website. The Customer has the right to terminate the agreement provided that the change is not insignificant or otherwise causes significant inconvenience to the Customer. The termination will take effect from the date of the change.

3.3 The Customer does not have the right to make any other claims regarding GNS’s changes than those specified in section 3.2.

3.4 GNS reserves the right at any time to change software and equipment and/or install new releases and versions of GNS provided services.

• 4 Operations and Maintenance

4.1 GNS undertakes to promptly begin troubleshooting in the event of operational interruptions or other traffic-disrupting errors after a fault report. Fault reports should be made to support via email or phone preferably between 09:00-18:00. GNS cannot be held responsible for operational interruptions that can be wholly or partially attributed to the customer, for errors outside of GNS’s control, or for errors attributable to GNS’s subcontractors or suppliers.
4.2 If the fault can be wholly or partially attributed to the Customer or to someone for whom the Customer is responsible, GNS has the right to compensation from the Customer. In such cases, GNS has the right to charge the Customer for the work performed according to the current price list.

4.5 GNS shall perform ongoing maintenance and service of the Web Hosting/Server Hosting and associated equipment. During such times, GNS reserves the right to temporarily suspend the provision of the Service and limit accessibility to the Internet/Website. Interruptions that occur for planned maintenance shall not be considered as operational interruptions. In the case of extensive measures, the Customer shall be notified before the action is taken.

• 5 Availability

5.1 GNS guarantees an average uptime of 99.7%.
5.2 Refunds can be made if the agreed bandwidth to the Customer’s servers has not been available according to the guaranteed uptime, provided the fault lies within GNS’s control and the interruption does not relate to planned maintenance as mentioned above. Shorter service interruptions may occur even during normal operation and do not entitle to compensation or reimbursement.

5.3 Refunds are made after the Customer has submitted a written request and GNS has investigated and found that conditions for a refund exist. The written request for a refund must be received by GNS no later than thirty (30) days after the restoration of the relevant operational interruption, otherwise, the Customer’s right to compensation expires. The Customer does not have the right to make any other claims for deficiencies in guaranteed uptime/availability other than those stated in this section.

5.4 Refunds are made by crediting the Customer’s monthly fee in proportion to the duration of the disturbance or interruption. The Customer is only entitled to compensation through deductions on future invoices. For detailed regulations, refer to the Service Level Agreement (SLA) which is published on the website.

• 6 Liability

6.1 GNS is responsible for providing the service as agreed, fulfilling its obligations according to applicable laws and regulations, and performing the service in a professional manner.
6.2 The Customer undertakes to use the service in accordance with what has been agreed and according to applicable laws, rules, and regulations, and to pay any overdue fees in a timely manner.

6.3 The Customer is responsible for ensuring that third parties do not have the right to remove or alter the Customer’s assets from the Provider’s operational site in accordance with the agreed terms.

6.4 The Customer does not have the right to use resources or otherwise seek unauthorized access to GNS hardware or software, systems, or other data not intended for the Customer.

6.5 The Customer is solely responsible for ensuring that information related to the Customer’s use of the service or to anyone for whom the Customer is responsible, which has been transmitted to or handled within the service:

1. Does not infringe on third-party rights or otherwise violate applicable legislation
2. Is not considered offensive, discriminatory, or unethical
3. Does not harm GNS or others.

In the event of a breach of any of the above points, GNS has the right to immediately prevent the continued dissemination of information in the service and/or continued use of the service. GNS reserves the right to periodically assess whether information or other data may be considered offensive, discriminatory, or unethical.
6.6 GNS has the right to access all information that has been transmitted or provided to the service to fulfill the above rights. The Customer shall provide GNS with all assistance necessary for such an investigation.

6.7 The Customer is solely responsible for information, goods, and/or services that the Customer provides via the Internet.

6.8 The Customer is responsible for ensuring that all necessary permits are in place for both the goods and services provided by the Customer, and for ensuring that all reception, dissemination, and/or storage of information is done in accordance with applicable law.

6.9 The Customer is responsible for ensuring that unauthorized persons do not have access to passwords and similar information by storing them securely.

6.10 The Customer is responsible for any errors or deficiencies in the Customer’s equipment, if the equipment is not rented from GNS, or if applicable, from a finance company, and for errors in software not provided by GNS. The Provider’s terms for software apply at all times.
7. Fees

7.1 The prices specified in the Agreement, except as provided in this section 7, are fixed during the term of the Agreement. However, GNS reserves the right to make price adjustments prior to each new contractual or renewal period. Furthermore, GNS has the right to increase the prices for the Service by up to 10% annually and additionally to change prices with immediate effect, without the Customer having the right to terminate the Agreement, if: (i) GNS’s suppliers of the Product or software included in the Service have increased their prices or licensing fees; (ii) legislation, currency fluctuations, monetary or currency policy measures, or other governmental actions result in increased costs for GNS; or (iii) general cost increases for GNS’s provision of Services, due to changes in the number of users/clients with the Customer or changes in the Service requested by the Customer. Price adjustments according to (i)-(iii) must be proportional to GNS’s cost increase.

7.2 Fees are charged according to GNS’s then-current price list for the service, unless otherwise agreed. If a fixed price has not been explicitly agreed upon, GNS has the right to adjust the price continuously. All fees are calculated in SEK and excluding statutory value-added tax (VAT). Fees may consist of variable, fixed, or one-time charges. An invoicing fee of twenty-five (25) SEK is charged per invoice.

7.3 In the event that the Customer moves to other premises during the term of the Agreement, GNS reserves the right to invoice the Customer for any additional costs incurred by GNS as a result.

7.4 Requests for compensation under the availability guarantee in Appendix B Service Levels must be made within thirty (30) days after the relevant period. Compensation will be adjusted through crediting on the next invoice.

7.5 GNS reserves the right to increase fees. Fee increases must be communicated to the Customer in writing at least thirty (30) days in advance. This can be done via letter, fax, email, or through announcements on GNS’s websites. Fee reductions do not need to be communicated to the Customer in advance.

7.6 Unless otherwise stated in the Agreement, the Customer agrees that GNS has the right to charge fees when the service is operational or from an earlier date when the Customer began to use the service.

7.7 If GNS has exercised its right under § 8.3 and suspended the Customer’s service, the Customer’s obligation to pay applicable fixed fees remains.

8. Payment

8.1 Unless otherwise agreed, variable fees are invoiced monthly in arrears and fixed fees are invoiced monthly in advance. The invoice will be considered to have been received by the Customer no later than five (5) business days after the invoice has been sent to the address provided by the Customer.

8.2 The Customer must pay to the account and by the due date specified on the invoice. Payment will be considered complete when the payment is received by GNS.

8.3 If full payment has not been made within ten (10) days after a reminder has been sent to the Customer, GNS has the right to immediately suspend the agreed Services until full payment is made.

8.4 If a Service has been suspended under § 8.3 and 8.8, a special reactivation fee will apply for reopening the Service.

8.5 In case of late payment, an annual late payment interest of fifteen (15) percent will be charged from the due date until full payment is made. GNS also has the right to charge statutory reminder fees and any collection fees.

8.6 If the Customer has not utilized the ordered service due to delays or circumstances attributable to the Customer, this does not relieve the Customer from the obligation to pay.

8.7 If the Customer changes the billing address, this must be promptly communicated in writing to GNS.

8.8 If there is reason to believe that the Customer may not fulfill their obligations to GNS, GNS has the right to terminate the Agreement with immediate effect. Instead of terminating the Agreement, GNS may request that the Customer provide security for the fulfillment of their obligations to GNS. Security for ordered services means an amount equivalent to payment of both ongoing and fixed fees at least three (3) months in advance, which will be adjusted in arrears against actual costs. If the Customer is unable or refuses to provide such security, GNS has the right to terminate the Agreement with immediate effect.

8.9 The Customer must promptly notify GNS if the invoice is considered incorrect. Failure to do so within a reasonable time (no later than 15 days after the invoice date) will result in the Customer losing the right to dispute the invoice.

9. Ownership of Products, etc.

9.1 Upon the Customer’s purchase of Products and other hardware and software, GNS retains ownership until the Customer has fully paid the purchase price.

9.2 In the case of a rental, GNS grants the Customer only the right to use the rented Product or other equipment necessary for the Service. The rented Product or equipment remains the property of GNS, and the Customer does not acquire ownership through the Agreement. Ownership of replaced parts belongs to the owner of the Product. The Customer must take good care of all Products while the ownership remains with GNS or the Financing Company, or until the Customer has made full payment to GNS or the Financing Company for the purchased Product.
10. Liability for the Service

10.1 GNS is responsible for ensuring that the Service meets the requirements for delivery and availability as specified in Appendix B. The Customer is entitled to compensation provided that the Service has not been accessible according to the terms and service levels specified in Appendix B. The Customer does not have any right to other compensation or damages for deviations from agreed service levels. The Customer has the right to claim penalties under this section only if the Customer has given GNS written notice thereof no later than thirty (30) days after the Customer has become aware of, or should have become aware of, the grounds for the claim.

10.2 GNS’s commitments and liability for the Service and the specified price do not include service on Customer-placed Products or if the Service has not been accessible due to: (i) manufacturing defects or defects caused by the Customer’s use of the Product with other equipment or components that affect the Product’s functionality; (ii) defects caused by the Customer’s under-specification or lack of network capacity; (iii) defects in software provided by third parties; (iv) defects caused by changes, adjustments, or other interventions made by the Customer in the Product that deviate from the user documentation provided by GNS; (v) defects caused by actions or omissions of the Customer or anyone for whom the Customer is responsible; or (vi) defects caused by other circumstances beyond GNS’s control.

11. Recruitment

11.1 The Customer undertakes not to, during the term of the Agreement and for twelve (12) months after the cooperation between the Parties has ended and the Customer has been invoiced for the Service, employ or actively attempt to persuade GNS employees or consultants who have performed assignments for the Customer on behalf of GNS, to leave their employment. In case of failure to comply with this obligation, the Customer shall pay a penalty. The penalty shall amount to ten times the current base amount.

12. Domain Names

12.1 GNS facilitates the registration of domain names with the domain name registrar for the desired top-level domain. GNS is not responsible for the actions of the registrar and does not guarantee that the desired domain name that has been forwarded will be registered.

12.2 GNS is not liable for any losses or damages resulting from domain names not being registered.

13. Intellectual Property Rights

13.1 All intellectual property rights to equipment, software, manuals, or other property and information provided by GNS are and remain the property of GNS or its licensors. The Customer is granted a limited, non-exclusive, non-transferable, and non-sublicensable right to use the software made available to the Customer for the Customer’s use of the ordered services.

13.2 The Customer is not entitled to duplicate, reproduce, or otherwise copy the provided software.

14. Risk of Loss or Alteration of Transmitted Information

14.1 GNS is not responsible for the loss or alteration of information transmitted electronically through the service.

14.2 GNS is not obligated to make a backup of the information transmitted from the Customer to GNS unless specifically agreed otherwise.

15. Liability for Damages

15.1 GNS is only liable for direct damages caused by negligence on the part of GNS or anyone for whom GNS is responsible.

15.2 GNS’s liability for the Service does not cover minor defects that are of little significance to the intended use of the Service or that cause only minor inconvenience to the Customer.

15.3 GNS is not liable in any case for indirect damages such as lost profit or benefit, reduced productivity/production, or other business losses the Customer might incur. GNS is also not responsible for third-party damages, hindrance to the Customer’s ability to fulfill obligations to third parties, or any other damages that could not reasonably have been foreseen by GNS.

15.4 The Customer shall indemnify GNS against claims from third parties arising from information for which the Customer is responsible under § 6.

15.5 GNS is not liable for lost information or distortion of information resulting from unauthorized third-party intrusions into GNS’s computer resources.

15.6 GNS’s liability for damages is limited to a maximum of 5000 SEK per damage.

16. Grounds for Termination

16.1 If a party is in breach of contract and has not rectified the breach within twenty (20) days after written notice from the other party, the latter has the right to terminate the agreement with immediate effect by written notice.

16.2 A party always has the right to terminate the agreement with immediate effect if the other party suspends payments, begins negotiations for composition with creditors, is in liquidation, has gone bankrupt, or shows other clear signs of insolvency.

17. Force Majeure

The parties are exempt from liability if the performance of a specific obligation is prevented or significantly hindered by circumstances that the party could not reasonably have controlled or foreseen. Exempt circumstances include, but are not limited to, labor disputes, war, lightning strikes, fires, adverse weather conditions, accidents, government regulations or other public regulations, governmental interventions, seizures, lack of transportation, energy, or similar circumstances. If a Force Majeure situation occurs, the relevant party must be notified.

18. Assignment of the Agreement

The Customer does not have the right to transfer their rights and obligations under the agreement, in whole or in part, without prior written consent from GNS.

However, GNS has the right, without the Customer’s consent, to transfer its rights and obligations under the agreement, in whole or in part, and to transfer the agreement in its entirety. GNS always has the right to transfer the right to receive payments under the Agreement.

19. Confidentiality

The parties agree not to disclose to outsiders any information that either party has received and is considered to be trade secrets or otherwise confidential. The parties must also take necessary measures to prevent such information from being spread or disclosed to third parties by employees of either party or by others for whom a party is responsible.

• 20. Changes to Terms
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20.1 These general terms and conditions apply from May 25, 2018, and continue thereafter until further notice. Changes to GNS’s general terms and conditions shall be notified with at least one (1) month’s notice.

20.2 If any changes are to the significant disadvantage of the Customer, the Customer has the right to terminate the agreement effective from the date the change takes effect. Such termination must be in writing and made no later than the effective date of the change.

21. Right of Withdrawal (Applies Only to Consumers)

21.1 Withdrawal Period

If the customer is a consumer under Swedish law, they have the right to withdraw from the agreement provided that the customer notifies GNS within fourteen (14) days from the date the agreement was entered into (the withdrawal period).

21.2 Exceptions to the Withdrawal Period

If the customer (consumer) consents to GNS commencing the implementation of the service during the withdrawal period, i.e., within the aforementioned fourteen (14) days, the withdrawal period does not apply. The customer acknowledges that if the service has been implemented or performance has started with the consumer’s consent, or the consumer has started using the service during the withdrawal period, the right of withdrawal as stated in 21.1 above is forfeited.

22. Consequences of Termination of the Agreement

When the agreement ceases to be valid, the Customer’s right to use GNS services also lapses. At the end of the notice period, the Customer is obliged to promptly return/uninstall any software provided by GNS for the service and to confirm in writing that this has been done.

23. Disputes

23.1 Disputes concerning the agreement, its application, or interpretation shall be resolved by Swedish general courts, with Stockholm District Court as the court of first instance. Swedish law shall apply in the proceedings.

23.2 Notwithstanding the above, GNS reserves the right to bring claims before other general courts or enforcement authorities regarding unpaid claims for agreed services.

24. Processing of Personal Data

24.1 The GDPR policy, which is attached as an appendix to the general terms and conditions and available on our website www.gns.se, applies unless a specific data processing agreement has been entered into.

25. Special Appendices

25.1 Our GDPR policy is governed in Appendix 1.