I. The Services
1. Service description
CtrlPrint provides a collaboration tool for the creation of financial reports and other corporate material in an efficient, transparent and secure way using Adobe InCopy and InDesign. More information on the services offered by CtrlPrint can be found at https://web.ctrlprint.net/platform-overview/.
In order to use the Services, the Customer is required to have licences for Adobe InCopy and/or InDesign. For the avoidance of doubt, the services provided by CtrlPrint do not include licences for Adobe InDesign and/or InCopy or for any other third-party software.
2. Provision of the Services
CtrlPrint shall provide to the Customer the services specified in the Quote (the “Services”) during the Service Term specified in the Quote. CtrlPrint shall provide the Services in accordance with the Agreement and in a professional manner.
The Customer acknowledges that the Services are provided on a project basis, which means that the Customer can only produce one of each purchased report per Service Term. If the Customer wants to produce additional reports, the Customer shall order additional licences as instructed by CtrlPrint.
3. Additional services
The Customer can order additional services or user licences to supplement the Services. Unless otherwise stated in writing by CtrlPrint, such additional services or user licences are provided in accordance with these Terms, to the price set out in CtrlPrint’s at each time applicable price list and have the same Service Term as the existing Services.
II. Support and service levels
CtrlPrint shall provide the Customer with access to a first line support with qualified and competent personnel. Hours of service for local support are set out at https://support.ctrlprint.net/hc/en-us/articles/205419158.
CtrlPrint shall respond to reported errors within four (4) hours (during hours of service), whereby a response shall mean a confirmation to the Customer that CtrlPrint is working to resolve the error. All support matters shall be submitted via chat, email or over the phone. All contact information can be found via the web address provided above.
5. Service availability
CtrlPrint will use commercially reasonable efforts to make the Services available to the Customer 24 hours a day, 7 days a week, with a service availability of 99.5% per month. Service availability means that users are able to work without significant delay or unstable delivery of the Services. Service availability is measured as an availability at the connection point to CtrlPrint's system.
If the availability falls below 99.5% in any given calendar month, the Customer is entitled to a credit from CtrlPrint. This credit will be a percentage of the fee for the affected Service, based on the following table. Requests for credits must be submitted within thirty (30) days following the month in which the availability commitment was not met. The Customer is not entitled to any further damages or other compensation in relation to said deviations from the service levels.
The aggregated credit for any month shall never exceed 10 % of the license fee of said month.
The service level commitment shall not apply to any unavailability resulting from scheduled maintenance, third-party products and software, or connectivity and network issues outside CtrlPrint’s control, or unavailability due to the Customer’s violation of the Agreement.
CtrlPrint will apply the security measures provided at https://web.ctrlprint.net/security/ to protect the Services. CtrlPrint reserves the right to update or revise the security measures as necessary, provided that the updated or revised security measures are reasonably equivalent or superior to the previous measures.
CtrlPrint may need to perform maintenance on the Services from time to time. CtrlPrint will provide reasonable notice to the Customer of any scheduled maintenance and endeavour to arrange the planned maintenance outside of normal working hours.
CtrlPrint is also entitled to cut off or limit access to the Services when the use of the Services entails harm or risk of harm to CtrlPrint, its customers or third parties. CtrlPrint shall notify the Customer about the limitation of access to the Service as soon as possible.
8. Changes to the Services
CtrlPrint may modify, update, or make changes to the Services during the term of the Agreement without prior notice to the Customer, provided that such changes do not have a material negative impact on the Services.
III. Use of the Services
9. Access and use of the Services
During the term of this Agreement, and subject to the Customer’s compliance with the Terms, the Customer is granted a non-exclusive and non-transferable right to access and use the Services in accordance with the specifications set out in the Quote. To gain access to the Services, the Customer must designate an administrator for the Customer’s CtrlPrint account, referred to as “Admin”. Admin has the ability to invite other users within the Customer’s organisation (“Users”) to use the Services within the Customer’s account, set up projects and give Users access to documents, and designate admin level access to other Users.
10. Permitted use
The Customer may only use the Services for the Customer’s internal business purposes and shall under no circumstances resell it to third parties.
Only the Admin and Users may access and use the Services and materials provided to the Customer through the Services. The Customer shall immediately inform CtrlPrint if it becomes aware that an unauthorised person has gained access to the Services.
The Customer agrees to comply, and ensure that Admins and Users comply with these Terms. The Customer is responsible for all actions by Admin and Users on the Customer’s account.
In the event that the Customer violates these Terms, CtrlPrint reserves the right to immediately terminate or limit the Customer's access to the Services, without prior notice or liability. CtrlPrint may take such actions in its sole discretion, including but not limited to suspending or terminating the Customer's account and blocking the Customer's access to any or all of the Service.
11. Customer responsibilities
The Customer shall give CtrlPrint access to all premises, equipment, systems etc. as required for the provision of the Services and any support services. The Customer shall also provide CtrlPrint with any information and resources necessary to provide the Services, such as billing and contact information.
The Customer is responsible for and shall ensure that it has the equipment, software and connectivity required for the use of the Services (“Customer Tools”). The Customer is responsible for ensuring that the Customer Tools are compatible with the Services, for obtaining any necessary licenses and rights to the Customer Tools, including licences for Adobe InDesign and/or Adobe InCopy, and ensuring that the connection is secure and reliable.
The Customer is consequently responsible for any faults and non-conformities in the Customer Tools, and shall ensure that the Customer Tools
(a) are free of viruses, Trojan horses, worms or other harmful software or codes;
(b) are in the agreed format; and
(c) cannot, in any way, harm or adversely affect the Services.
IV. Price and payment
The Customer shall pay the price quoted in the Quote. If the Customer orders add-on services, the Customer shall pay the price quoted in CtrlPrint’s at each time applicable price list.
If the Customer requests support to be performed at a different location than at CtrlPrint’s premises, the Customer shall compensate CtrlPrint for travel and expenses, as well as other similar costs, incurred by CtrlPrint in the performance of the support services. The compensation shall be equivalent to the actual cost for CtrlPrint unless otherwise agreed between the Parties.
All fees and charges are set out exclusive of value added tax (VAT) and other additional taxes and charges.
13. Price changes
CtrlPrint reserves the rights to modify the fees for the Services at its discretion. However, the Customer shall be entitled to maintain the same price throughout the then current Service Term indicated in the Quote and any fee changes made by CtrlPrint shall only apply to the subsequent Service Term. CtrlPrint shall notify the Customer of the new fee no later than thirty (30) days before the new fee shall take effect. If the Customer does not accept the adjusted fees, the Customer may terminate this Agreement by providing written notice to CtrlPrint within thirty (30) days from receiving the notice of the price change. In such case the Agreement will terminate upon expiry of the then current Service Term. If the Customer has not provided a notice, the Customer is assumed to have approved the new fee.
Invoices for the Services are issued in advance for each Service Term. If the Customer orders additional services to those set out in the Quote, or orders additional user licences to existing Services, such are invoiced separately upon activation of the service or additional licence.
Invoices will be sent electronically to the email address indicated on the Quote, to another email address that the Customer later notifies to be used for invoicing purposes or electronically via other available means agreed between the companies.
Payments shall be made in advance upon receipt of invoice. Payment shall be received by CtrlPrint no later than thirty (30) days from the date of the invoice.
Invoice objections must be presented in writing no later than three (3) weeks after the date of invoice. Even if an objection has been raised within such period, the Customer shall pay the undisputed part of the invoiced amount by the due date.
In case of late payment, CtrlPrint shall be entitled to charge for payment reminders, collection charges and late payment interest. Any late payments shall be subject to interest according to the charged at the maximum rate allowed by the governing law of this Agreement on the outstanding amount until the payment is made in full. Further, in case of late payment CtrlPrint is entitled to suspend the provision of the Services immediately after having notified the Customer thereof.
CtrlPrint has the right to assign its right for payment under the Agreement to a third party.
V. Intellectual property and data
15. Customer content
The Services include functions for uploading, retrieving, creating, modifying, and storing of files, text and other material and information provided by the Customer and its Users ("Customer Content"). The Customer may only upload Customer Content that the Customer owns or is otherwise entitled to manage and upload to the Services. The Customer is not allowed to upload Customer Content that includes illegal, violent, offensive, pornographic, or otherwise improper content as determined in CtrlPrint’s sole discretion.
By uploading Customer Content to the Services or otherwise distributing such to CtrlPrint, the Customer warrants that the Customer Content, and the Customer’s use of Customer Content, in no way violates any applicable legislation or any third party’s rights. The Customer is responsible for all distribution of Customer Content and the results derived from it.
CtrlPrint routinely performs back-ups on the Services, however, CtrlPrint does not guarantee or warrant that any Customer Content that the Customer may store or access through the Services will not be subject to inadvertent damage, corruption or loss. The Customer acknowledges that it shall perform its own back-ups, on its own computer or other device of any important Customer Content
After the termination of this Agreement or when reasonably requested by the Customer, CtrlPrint will return all Customer Content to the Customer in the available format and in accordance with CtrlPrint’s defined routines. CtrlPrint will charge for this in accordance with CtrlPrint’s at each time applicable price list. CtrlPrint does not guarantee that the Customer Content can be accessed and used properly outside the Services.
16. Intellectual property rights
CtrlPrint’s intellectual property rights:
Any intellectual property rights, including any patents, trademarks, copyrights, trade secrets, or other proprietary rights in and to the Services and add-on services are and shall remain the property of CtrlPrint or its licensors, as applicable. CtrlPrint grants to the Customer, during the term of the Agreement, a right to access and use the Services and add-on services in accordance with the Agreement. The Customer does not acquire any right, title or interest to the Services or add-on services, other than as set out herein.
The Customer agrees not to attempt to decompile or reverse engineer the Services or any add-on services provided by CtrlPrint, except as expressly permitted by CtrlPrint in writing. Any such actions must be done within the limits of the law and the terms of the Agreement.
If a third party makes a claim against the Customer that the Customer’s use of the Services infringe a third party’s intellectual property rights, CtrlPrint shall, subject to the Customer complying to all provisions in the Agreement and any other guideline on the use of the Services, defend the Customer against such claim and indemnify the Customer from damages finally awarded by the court to the third party claiming infringement or the settlement agreed to by CtrlPrint. The obligation is subject to the Customer notifying CtrlPrint without undue delay in writing of any such claim, suit or proceeding and allowing CtrlPrint to control the defence of and potentially settle such claim, suit or proceeding and provide reasonable assistance (at CtrlPrint’s expense) in connection thereto.
Customer’s intellectual property rights
Any intellectual property rights, including any patents, trademarks, copyrights, trade secrets, or other proprietary rights in and to the Customer Content is and shall remain the property of the Customer or its licensors, as applicable. The Customer grants CtrlPrint a right to access and store Customer Content during the term of the Agreement as required to provide the Services in accordance with the Agreement.
17. Personal data protection
CtrlPrint reserves the right to aggregate the personal data set out in the Data Processing Addendum and use such aggregated and anonymized data for any purpose it deems appropriate, provided that it complies with all applicable data protection laws and regulations.
Each Party acknowledges that all non-public information provided by the other Party in connection with the Agreement is regarded as confidential information. All confidential information provided by a Party shall be used by the receiving Party solely for the purposes of performing its obligations under the Agreement and shall not be disclosed to any third party without prior written approval of the providing Party. The foregoing shall not be applicable to any information that (a) is publicly available, (b) has been independently developed by the receiving Party without the use of confidential information, (c) is obtained by the receiving Party other than through a breach of confidence, or (d) is required to be disclosed by applicable law or regulation. The confidentiality obligations in this clause shall remain in force for one (1) year after expiry or termination of the Agreement, except for trade secrets, which shall be protected without limitation in time.
VI. Warranty and liability
19. Limited warranty
The Services and any related documentation are provided to the Customer on an "as is" basis. The Customer assumes sole responsibility for results obtained from the Customer’s use of the Services and any documentation, and for conclusions drawn from such use. CtrlPrint shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to CtrlPrint by the Customer in connection with the Services, or any actions taken by CtrlPrint at the Customer's direction.
20. Limitation of liability
If the Services are defective and CtrlPrint is liable for such defect, the Customer is entitled to immediate rectification, if such is possible. If the problem prevents the Customer from using the Services significantly, the Customer is entitled to a proportionate reduction of the service fee until the problem is fixed.
CtrlPrint shall not be liable for any defects, disruptions and other problems in the following cases;
(i) programming defects, which have an unessential effect on the Services;
(ii) defects which do not affect the intended use of the Services;
(iii) defects caused by the Services being used in a way that was not intended;
(iv) disruptions or misrepresentations of Customer Content that occur during the transfer via internet;
(v) other disruptions caused by circumstances outside CtrlPrint’s control, for example disruptions in electronic communications networks;
(vi) defects caused by the Services being altered without CtrlPrint’s assistance or acceptance; or
(vii) defects caused by the Customer Tools or other services or products provided by the Customer, a User or any third party acting on behalf of the Customer.
CtrlPrint’s aggregated liability to the Customer under this Agreement shall not exceed the total fees paid by the Customer to CtrlPrint for the Services for the twelve (12) months preceding the event giving rise to the liability. CtrlPrint shall not be liable for any indirect, consequential, special or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data or loss of use, whether or not CtrlPrint has been advised of the possibility of such damages. The foregoing limitations shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and regardless of whether such damages were foreseeable or unforeseeable.
All claims arising under this Agreement must be notified in writing to CtrlPrint within three (3) months of the date of the event giving rise to the claim. If the Customer does not present the claim to CtrlPrint within that time, the Customer loses its right to make such claim.
21. Customer’s liability
The Customer assumes the sole responsibility and liability in relation to any Customer Content and its use of the Services. The Customer agrees to indemnify and hold harmless CtrlPrint against any claims for infringement, or otherwise in relation to any materials or Customer Content provided by or on behalf of the Customer, and against claims arising from the Customer’s use of the Services in contravention with this Agreement of applicable law.
VII. General provisions
22. Force majeure
A Party shall be excused from performance of its obligations under the Agreement, if performance is prevented due to circumstances outside the Party’s control, such as war, terrorism, strike, fire, flood, or other natural disaster, provided that the Party affected by the event gives prompt notice to the other Party and uses reasonable efforts to resume performance as soon as possible. If the event lasts for more than thirty (30) days, either Party may terminate this Agreement upon written notice to the other Party.
Both Parties must keep each other informed about important matters related to the Agreement, including any risks that might come up with the use and delivery of the Services or any add-on services.
Unless otherwise specifically stated herein, all notices under this Agreement shall be in writing and sent by email to the email addresses provided by the Parties in the Quote. Any notice sent by email shall be deemed to have been received on the date of transmission, provided that no delivery failure message is received by the sender. Either Party may change its email address for notice by providing written notice to the other Party.
25. Term and termination
The Agreement will enter into force on the date both Parties have signed the Quote and shall remain in effect for the Initial Service Term set out in the Quote. Unless otherwise agreed between the Parties, the Agreement shall be automatically renewed for successive twelve-month extension periods (each a Service Term) if not terminated by a Party at least three (3) months before the end of the then current Service Term. Upon renewal of the Service Term all Services together with any additional services or licenses ordered during the previous Service Term shall be renewed.
Either Party may terminate this Agreement for cause upon written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days from receiving notification of the breach. A Party may also terminate the Agreement with immediate effect if the other Party should become bankrupt, enter into liquidation or become insolvent. Upon any termination or expiration of this Agreement, the Customer shall immediately cease all use of the Services and any related documentation.
26. Governing law and dispute resolution
The governing law and dispute resolution mechanism for the Agreement depends on the entity with which the Customer has entered into the Agreement. The governing law for each contracting entity is as follows:
- CtrlPrint AB: The governing law for an Agreement entered into with CtrlPrint AB shall be the laws of Sweden. Any disputes arising from or in connection with such Agreement shall be referred to and finally resolved by arbitration under the rules of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC), which rules are deemed to be incorporated by reference into this clause.
- CtrlPrint Finland Oy: The governing law for an Agreement entered into with CtrlPrint Finland Oy shall be the laws of Finland. Any disputes arising from or in connection with such Agreement shall be referred to and finally resolved by arbitration under the rules of the Finland Chamber of Commerce, which rules are deemed to be incorporated by reference into this clause.
- CtrlPrint UK Ltd: The governing law for an Agreement entered into with CtrlPrint UK Ltd shall be the laws of England and Wales. Any disputes arising from or in connection with such Agreement shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which rules are deemed to be incorporated by reference into this clause.
Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior discussions and agreements between the Parties relating to the matters dealt with herein.
Legal relationship. This Agreement does not create a partnership, joint venture, or employer-employee relationship between the Parties. Each Party is an independent contractor and cannot act on behalf of the other Party without written consent.
Waiver. If a Party does not enforce a right under this Agreement, that is not a waiver of that right at any time.
Unenforceability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Assignment. No Party can assign this Agreement to anyone else without the other Party’s written consent.
Amendments. Any amendments to this Agreement must be agreed in writing.