Amendments to the annexes will be linked from here when available.
Below are the current Agreement Annexes.
Effective 6th March 2020 – 30th November 2020 (updated Annex A from 1st December 2020)
1. Terms and the Services
1.1. Logwise AB (“Logwise”) provides certain services, in particular consisting of web-based IT services that aim to securely and easily handle the Logwise customer’s (“Customer”) information related to Market Abuse compliance, which services are provided by Logwise via its site(s) and app(s) (the “Service(s)”) pursuant to what is shown in more detail within each service.
1.2. By accessing or using the Services, the Customer is agreeing to these terms. The Services vary, so sometimes additional terms may apply, which will be available with the relevant Services and those additional terms become part of the Customer’s agreement with Logwise if the Customer uses those Services.
2. General about the Services
2.1. Logwise strives for the Services to be available to Customers with a minimum 99.9% monthly availability.
2.2. Logwise intends to continuously develop and update the Services and to offer the Customer such updates of the Services without additional cost.
2.3. Logwise may, without prior notice to the Customer, make changes to the Services, which reasonably do not cause inconvenience to the Customer.
2.4. Logwise may engage a subcontractor for the performance of the Services and other obligations under this agreement.
3. The Customer’s use of the Services
3.1. The Customer gets a non-exclusive right to use the Services in its business.
3.2. The Customer is responsible for specifying its users and their access levels. The Customer is responsible for such users’ use of the Services.
3.3. The Customer is responsible for, and shall indemnify Logwise, ensuring that the Customer’s information and tasks that are handled within the Services do not infringe on the rights of third parties or otherwise conflict with applicable legislation.
3.4. The Customer is responsible for ensuring that the Customer and its users have the equipment and software required for the use of the Services.
3.5. The Customer is responsible for ensuring that login information is handled with the utmost confidentiality and accuracy. The Customer is also responsible for ensuring that security instructions and other information provided by Logwise for accessing the Services are handled with the utmost confidentiality and care. The Customer shall immediately notify Logwise in case unauthorized persons have gained knowledge of information pursuant to this clause.
3.6. Logwise cannot be held responsible for any technical or legal complications due to use outside the intended area of use.
3.7. The Customer may not redistribute or act as a reseller of the Services
4. Support for the Services for paying Customers
4.1. Logwise remedies – without special compensation – any technical errors in the software, bugs or equivalent during the ongoing contractual period.
4.2. Logwise provides – without special compensation – simpler support via its website(s) and e-mail during holiday-free weekdays between 9:00 and 16:00 Swedish time (“Support Period”).
4.3. Logwise shall, within the specified Support Period, promptly handle support cases and take a first action no later than the first working day after the support request. Support case responses are provided via e-mail or by telephone to the Customer or its user.
4.4. Support in addition to p. 4.1-3 shall be agreed upon on each occasion and may be charged per commenced hour according to the current price list.
4.5. Logwise shall, against market remuneration, provide the necessary guidance for the Services to achieve interoperability with other software, wherefore there is no need for decompilation of the Services.
5. Availability of the Services
5.1. Notwithstanding p. 2.1, Logwise is entitled to take measures that affect the availability of the Services if required to respond to urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues. Such action should be carried out promptly and in such a way that the disturbances are limited.
6. Limitation of access to the Services
6.1. In the event that the provision of the Services entails damage or risk of damage to Logwise, Logwise is entitled to shut down or limit access to the Services. In connection with this, Logwise may not take action in any other way than is justifiable according to the circumstances. The customer shall be informed in writing as soon as possible of such limitation of access to the Services.
6.2. If the limitation in accordance with section 6.1 has not been remedied within 14 working days, the Customer shall be entitled to terminate this agreement with immediate effect.
7. Hosting for the Services
7.1. Logwise shall provide the necessary hardware, software, networking, storage, and related technology (“Hosting Technology”) required to run the hosted Services. Logwise can in turn come to an agreement with third parties to provide the required Hosting Technology.
7.2. In the event of a failure in the Hosting Technology provided by a third party, the Customer undertakes not to require liability from Logwise to a greater extent than Logwise may require in relation to such third party.
8.1. Each party undertakes not to disclose to third parties, during the term of the agreement, as well as for a period of 5 years thereafter, confidential information, which the party receives from the other party or which otherwise emerges in the application of this agreement.
8.2. For the purposes of this agreement, “confidential information” means any information – technical, commercial or other – regardless of whether the information is documented or not, except information
(a) which is generally known or come to public knowledge other than through violation by a party to this agreement;
(b) as a party may prove that the party already knew before receiving it from the other party;
(c) as a party received or will receive from a third party without being bound by a duty of confidentiality in relation to it.
8.3. In the case of p. 8.2c, the party is however not entitled to disclose to third parties if the same information has also been received from the other party.
8.4. The party undertakes to ensure that its employees, contractors and board members do not forward confidential information to third parties. It is thereby incumbent upon such party to ensure that employees who can be assumed to come into contact with information of a confidential nature are bound to keep this information secret to the same extent as the parties to this agreement.
8.5. Regardless of p. 8.1-4, Logwise has the right to display the Customer’s name / brand in a moderate and objective manner in customer presentations and on its site(s) in order to communicate that the Customer is using the Services.
9. Remuneration and payment terms
9.1. In cases where a Customer has not specifically opted for a free version of the Services, the Customer shall pay a licence fee, for access to the Services under this agreement, which fee has been further specified as per the Customer’s specific agreement with Logwise, whether in written form or opted for through a web-based solution.
9.2. Support according to section 4.4 is charged according to the current price list. This is invoiced in arrears according to p. 9.5.
9.3. For any additional Services or other assignments – which the parties agree in writing that Logwise should perform – Logwise charges a fixed cost if agreed or hourly costs and compensation for any travel, food and accommodation according to the current price list. This is invoiced in arrears according to p. 9.5.
9.4. All prices and fees are exclusive of value added tax and any other additional tax determined after the establishment of the agreement.
9.5. Payment must be made within 30 days of the invoice being issued. In case of late payment, interest on late payment is added according to the Swedish Interest Act.
9.6. If the Customer is in delay in payment and Logwise has requested the Customer in writing to pay the due amount, Logwise may cancel the continued provision of the Services 30 days after written notification of this with reference to this point.
9.7. Logwise shall provide the current price list to Customer on request.
10. Intellectual Property Rights
10.1. Logwise has all rights, including intellectual property rights, to the Services (including but not limited to e.g. source code).
10.2. If a third party claims that the use of the Services is contrary to the rights of a third party, Logwise shall be responsible for ensuring that the necessary rights are obtained or that another corresponding Service is offered to the Customer with as little disruption as possible for the Customer. In addition, Logwise has no liability to the Customer as a result of any infringement of third party intellectual property rights.
11.1. The Services involve secure processing of personal data and other sensitive information. Logwise undertakes to follow applicable laws and regulations in the field of personal data protection. In relation to certain Customers, a “Personal Data Processing Agreement” governing handling of personal data will also have been entered separately.
12.1. Logwise takes strong measures to protect customer data from inappropriate access or use by unauthorized persons, either external or internal, and to prevent customers from gaining access to one another’s data.
12.2. Logwise strives for the highest level of security for the Services and continuously takes steps to mitigate threats and update the Hosting Technology to maintain a high level of security.
12.3. Logwise keeps a special log for the Services in order to be able to follow up errors both in terms of the Services’s function and entered data.
13. Responsibility for the Services
13.1. Failure or deficiency exists if the Services deviates substantially from the specification in p. 1.1 or the customer’s special terms of delivery.
13.2. Logwise shall remedy errors or deficiencies as per p 4.1 following a Customer’s complaint; who should provide detailed information on how the error or deficiency is manifested.
13.3. Logwise is not responsible for errors due to:
(a) use in violation of Logwise directions or the Services documentation;
(b) any changes made by the Customer, or
(c) documentation and information provided by the Customer.
13.4. If errors are found in the Services for which Logwise is responsible, Logwise, shall with the urgency required by the circumstances, remedy the error if possible. Furthermore, if the Customer has not been able to use the Services in significant respects as a result of errors in the Services caused by Logwise, the Customer is entitled to receive a reasonable reduction of the licence fee for the period from the notification of the error and during the time the error occurs.
13.5. The Customer must complain in writing Logwise’s breach of contract (including breach of contract in case of delay or error) no later than 90 days after the breach of contract is discovered or should have been discovered. If a complaint is not made at the right time and in the manner prescribed in the agreement, the Customer loses the right to invoke the breach of contract. The Customer’s right to impose sanctions in respect of errors or deficiencies in the Services expires 90 days after delivery and liability for delay expires 90 days after the agreed delivery date. The Customer’s right to impose sanctions in other cases expires 90 days after the breach of contract is discovered or should have been discovered.
14. Force majeure
14.1. If the fulfilment of a party’s obligations under the agreement is prevented due to war, natural disaster, strike, lockout, blockade or similar circumstance over which party has not been able to prevail and reasonably could not foresee and whose consequences the party could not reasonably have avoided or overcome, the party that is prevented from fulfilling their obligations shall be exempt from these as long as the obstacle exists.
14.2. In order to obtain exemption pursuant to p. 14.1, the party shall without delay notify the other party in writing thereof.
14.3. Regardless of what is stated above regarding exemption from sanctions under specified circumstances, a party has the right to cancel the agreement if the counterparty’s performance of certain obligations has been delayed for more than 2 months.
15. Limitation of liability
15.1. In addition to p. 14, Logwise’s liability is limited as follows:
a. To the maximum extent permitted by law, Logwise shall not be liable for any indirect, incidental, special consequential or punitive damages, including any loss of profit, production loss, costs for hiring a consultant, cost for equipment and similar cost or loss, resulting from a Customer’s access or use of the Services; any conduct or content of any third party on the Services; or any unauthorized access, use or alteration of Customer transmissions or content.
b. Logwise’s liability for breach of contract concerning all possible delays, errors and deficiencies in total regarding a particular Customer, if not intentional or gross negligence can be proven on Logwise’s part, is in any case limited to the total amount paid by the Customer to Logwise during the previous 12 months, whereby any delay, error or deficiency shall amount to at least SEK 5,000 to be considered. However, these restrictions shall not apply to breaches of confidentiality and claims directed against a Customer from third parties as a result of the use of the Services, equal to p. 3.3, constituting infringement of third party intellectual property rights.
c. Logwise is not liable for a Customer’s loss of data nor can a Customer hold Logwise liable for any claims that exceed Logwise’s assets.
16.1. The agreement has an initial term period with automatic prolongation with the respective term period as further specified in the Customer’s specific agreement with Logwise, whether in written form or opted for through a web-based solution.
16.2. The agreement is automatically extended if no party notifies the other party in writing no later than the number of days specified as the termination period before the renewal date of the agreement, as has been further specified in the Customer’s specific agreement with Logwise, whether in written form or opted for through a web-based solution.
16.3. Logwise has the right to update the licence fee and any additional fees specified in the customer’s special terms of delivery when the agreement is prolonged as per p 16.2. Such updating for any future term period shall be notified to the Customer in writing no later than 1 month before the termination period.
17. Transfer of the agreement
17.1. No party may, without the written consent of the other party, wholly or partially, transfer or pledge; its rights or obligations under the agreement.
18.1. Complaints and other notices regarding the application of this agreement shall be sent to the parties’ stated or later amended addresses, such notice (including address change) being deemed to have been received by the recipient:
(a) per courier – at the handover to the recipient;
(b) per registered letter – 2 days after delivery for mailing;
(c) by e-mail – at the time of dispatch if the receipt is confirmed.
19.1. Logwise reserves the right to make amendments to the Annexes A, B, C & D of the Customer’s agreement in order to be able to effectively deliver the Service. Amendments may be made to reflect: (a) legal, regulatory or security requirements; (b) changes in Logwise services or business model. Unless stated otherwise, changes shall be effective upon the Effective Date.
19.2. If Logwise makes material changes to the Annexes Customers will be informed by e-mail or through the information being made available on the Application’s web site. Logwise will provide 30 days advance notice before the changes enter into effect, except in urgent situations, such as preventing ongoing abuse, securing delivery of the Services or responding to legal requirements. Customers not willing to accept the changes shall be entitled, within 30 days of the dispatch of the e-mail or the information being made available on the Applications web site, to terminate this agreement with immediate effect. On such termination the Customer is entitled to receive a reasonable refund for any unused pre-paid period. Customers who do not terminate their agreement in writing with reference to this point shall be deemed to have accepted the changes.
19.3 Amendments to the Customer’s agreement besides those referenced in p. 19.1-2 and p. 16.3 shall, in order to be binding, be in writing and duly signed by the parties.
20. Complete regulation and invalidity
20.1. The agreement with its annexes constitutes the parties’ complete regulation of all matters covered by the agreement. All written or oral commitments and representations preceding the agreement are superseded by the contents of this agreement.
20.2. Should any provision of the agreement or part thereof be found to be invalid, this shall not mean that the agreement in its entirety is invalid but shall, to the extent that the invalidity substantially affects the party’s rights or obligations under the agreement, make a reasonable adjustment in the agreement.
21. Applicable law and disputes
21.1. Swedish law shall apply to this agreement. Disputes arising from this agreement shall be settled by Swedish courts.
Effective 6th March 2020
1.1. This Personal Data Processing Agreement (the “DPA”) is entered into between (the “Parties”): “Customer” and Logwise (“Supplier”).
2.1. The Parties have entered into a service agreement (as amended and supplemented from time to time; the “Service Agreement”), to which this DPA constitutes an attachment. The Supplier will under the Service Agreement process Personal Data on behalf of the Customer.
The Parties hereby agree as follows:
3.1. For the purposes of this DPA, “Controller”, “Processor”, “Data Subject” “Personal Data” and “Processing” (and its cognate terms) shall have the meaning given to them in Art. 4 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”) and the term “Company Personal Data” shall for the purposes of this DPA mean any Personal Data Processed by the Supplier on behalf of the Customer pursuant to or in connection with the Service Agreement, as set out in Annex C.
4. Personal Data Processing
4.1. When Processing Company Personal Data or otherwise in connection with the Service Agreement, it is agreed that in doing so, the Supplier shall be the Processor and the Customer shall be the Controller in respect of such Company Personal Data, whereby the Supplier shall:
(a) Process Company Personal Data in compliance with applicable law (which term will for the purpose of this DPA always include GDPR);
(b) only process such Company Personal Data as is strictly necessary (i) to provide the services under the Service Agreement; (ii) to comply with applicable law; or (iii) in accordance with the Customer’s express written instructions from time to time;
(c) provide reasonable assistance to the Customer in the Customer complying with its obligations under applicable law in respect of Company Personal Data;
(d) at the end of the term of the Service Agreement (or earlier if required under applicable law), promptly delete or return to the Customer (at the Customer’s discretion and cost) all Company Personal Data;
(e) promptly comply with any request from the Customer requiring the Supplier to amend, transfer or delete Company Personal Data (however this sub-paragraph shall always be subject to any obligation imposed on the Supplier under applicable law);
(f) in the event that the Customer receives any complaint, notice or communication (from a competent data protection regulator or a Data Subject) which relates directly or indirectly to the Processing of Company Personal Data or to either Party’s compliance with applicable law, the Supplier shall promptly notify the Customer and it shall provide the Customer and such competent regulator (if applicable) with full co-operation and assistance in relation to any such complaint, notice or communication;
(g) immediately notify the Customer if it becomes aware of that any Company Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable;
(h) immediately notify the Customer if it receives a request from a Data Subject for access to that Data Subject’s Company Personal Data and provide the Customer with full co-operation and assistance in relation to any such request;
(i) not disclose Company Personal Data to any Data Subject or to a third party other than at the request of the Customer;
(j) notify the Customer without undue delay if it becomes aware of any unauthorised or unlawful Processing of any Company Personal Data;
(k) maintain records of Processing carried out in respect of Company Personal Data;
(l) take appropriate technical and organisational measures against the unauthorised or unlawful Processing of Company Personal Data, and against the accidental loss or destruction of, or damage to Company Personal Data, including implementing suitable encryption of Company Personal Data;
(m) testing its security measures put in place to secure Company Personal Data;
(n) ensure that all individuals, parties or other entities with access to Company Personal Data are bound by industry standard confidentiality obligations which include keeping Company Personal Data confidential;
(o) make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in applicable law and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer;
(p) notifying and training staff and sub-processors (if applicable) of obligations under applicable law related to processing of Personal Data;
(q) seek to avoid transferring any Company Personal Data outside the EEA;
(r) only utilise sub-processors for Processing of the Company Personal Data which are specified in Annex D.
4.2. The Supplier may engage other well reputed sub-processors from time to time during the course of the DPA, subject to the Customer’s right to object as provided in this clause, and shall update Annex D correspondingly. Should the Customer object to the use of a specific sub-processor as set out in the foregoing and the Customer and the Supplier cannot reach an agreement as to the use of the sub-processor, the Customer’s sole remedy shall be immediate termination of the portion of the service for which the sub-processor is engaged.
4.3. The Supplier shall remain responsible for any sub-processor’s actions with respect to Processing of Customer Personal Data. The Supplier shall enter into a written agreement with each sub-processor containing data protection obligations not less protective than those in this DPA with respect to the protection of Customer Personal Data. To the extent any such sub-processor is located outside of the EEA and not in a country which is deemed by the European Commission (“EC”) to have an adequate level of protection by reason of its domestic law or of the international commitments it has entered into, or where such transfers of Customer Personal Data from the Supplier to such sub-processor may be subject to cross-border transfer restrictions under applicable data protection laws – the Supplier shall have in place appropriate data transfer solutions with such sub-processors to provide adequate protection as required by applicable data protection laws.
4.4. To the extent that the Customer transfers Customer Personal Data from a location or entity in the EEA to the Supplier outside of the EEA (other than to a country which is deemed by the EC to have an adequate level of protection by reason of its domestic law or of the international commitments it has entered into), the parties agree that the provisions in the EC Standard Contractual Clauses for the Transfer of Personal Data to Processors Established in Third Countries (2010/87/EU), as amended or supplemented from time to time, (“Model Processor Contract”, “MPC”) shall apply and are hereby incorporated herein by reference, whereby the Customer entity established in the EEA that is exporting the Customer Personal Data to the Supplier shall be deemed the “data exporter,” and the Supplier shall be the “data importer”. The Personal Data Processing activities in Appendix 1 to the MPC shall be such activities as necessary for the Supplier to perform the services for Customer as described in the Service Agreement, the categories of data subjects and categories of Personal Data in Appendix 1 to the MPC shall be those provided by the Customer to the Supplier pursuant to the services as set out in Appendix 1 hereto, and the data security measures in Appendix 2 to the MPC shall be those identified in Appendix 2 of this DPA. In the event of a conflict between the MPC and this DPA, the MPC shall take precedence.
5.1. The Supplier shall indemnify and keep the Customer and any member of its group indemnified from liability, losses, expenses, damages and costs incurred or suffered in connection with any claim, dispute or proceedings also brought by a third party, a Data Subject or government agency against the Customer or any member of its group arising in connection with any breach by the Supplier of this DPA, subject to limitations as follows:
(a) The Supplier is not liable for indirect, incidental, special consequential or punitive damages, including any loss of profit, production loss, costs for hiring a consultant (including any legal adviser), cost for equipment and similar cost or loss.
(b) The Supplier obligation to pay damages (including penalty for delay) in the case of breach of contract is, in the absence of intent or gross negligence by the Supplier limited to the total amount paid by the Customer to the Supplier during the previous 12 months.
5.2. The Customer shall complain in writing to the Supplier of the Supplier’s breach of contract (including breaches of contract due to delay or defect) no later than 3 months after the breach of contract has been discovered or should have been discovered. If the claim is not presented in time and in the manner prescribed in this agreement, the Customer thereby loses the right to all remedies due to the breach of contract.
5.3. This DPA will remain for as long as any Personal Data is being processed under the Service Agreement.
5.4. This DPA shall be governed by Swedish law and any dispute shall be settled in a Swedish public court.
Effective 6th March 2020
This Annex C includes certain details of the Processing of Company Personal Data as required by GDPR Art. 28(3).
Subject matter and duration of Processing of Company Personal Data
The subject matter and duration of the Processing of the Company Personal Data are set out in the Service Agreement and this DPA.
Nature and purpose of the Processing of Company Personal Data
The nature and purpose of the processing shall be to provide the professional services pursuant to Services Agreement, as further defined therein.
Types of Company Personal Data to be Processed
The types of Company Personal Data to be Processed by the services and products pursuant to the Service Agreement include those expressly identified in GDPR Art. 4 as well as other Personal Data submitted by the Customer to the products or through the services pursuant to the Service Agreement.
Categories of Data Subject to whom the Company Personal Data relates
The categories of data subjects are the Customer’s representatives and end users, such as employees, contractors, collaborators, and customers.as well as any of the Customer’s professional advisers (legal, tax, financial etc.) comprised by the services and products provided under the Service Agreement.
Obligations and rights of the Customer
The obligations and rights of the Customer are set out in the Service Agreement with Annexes and this DPA.
Effective 6th March 2020
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|Google LLC||Document Management||United States|
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