Legal. Terms of service | Mesh Nordic AI

1. General terms and conditions

1. These general terms and conditions (the "Terms") apply to Mesh Nordic's products, AI platform (M:AI), solutions and related services (the "Services"). The Terms also apply to any additional services unless Mesh Nordic has provided other terms for these. The Terms are an integral part of the agreement the customer entered into with Mesh Nordic (the "Agreement").
2. "Mesh Nordic" refers to Mesh Nordic AI AB, org.no. 559466-2057 with address Box 3090, 211 65 Malmö, Sweden. The international company name is Mesh Nordic AI Limited.
3. Mesh Nordic only offers the Services and any additional services to company customers.
4. Mesh Nordic may offer the possibility to combine the Services with a third-party service ("Third Party Service"). In that case, Mesh Nordic only offers the technical ability to implement the Third Party Service in the Mesh Nordic's Service. When using the Third Party Service(s), the customer shall enter into a separate agreement on this/these directly with the supplier providing the Third Party Service to the customer. Mesh Nordic assumes no responsibility for Third Party Services.
5. Mesh Nordic's website refers to https://www.meshnordic.ai, where also Mesh Nordic's applicable price list is found.

2. The Services

1. The Services that Mesh Nordic offers consist of various services regarding product search, product discovery and product recommendation solutions, including Mesh Nordic's AI platform (M:AI). The Services are described in more detail on Mesh Nordic's website. The Services are offered in different plans. Different Services and features are included in the price depending on which plan the customer has chosen.
2. The customer can upgrade to a different, more comprehensive and more expensive plan at any time by notifying Mesh Nordic. If the customer wants to switch to a smaller and cheaper plan, Mesh Nordic will charge an additional fee for this as stated on Mesh Nordic's website.
3. Mesh Nordic may offer new customers the opportunity to test the Services for free for a limited trial period. During the trial period, these Terms apply mutatis mutandis.

3. Prices, fees and payment

1. The customer shall pay Mesh Nordic the fees and other amounts specified in the Agreement or in Mesh Nordic's applicable price list.
2. All prices are stated in either Euro (EUR) symbol: "€", or in US Dollar (USD) symbol: "$", or in Swedish kronor (SEK) symbol: "kr". Prices are always excluding VAT and other taxes and fees. Prices do not include travel, hotel or living expenses unless otherwise agreed in writing between Mesh Nordic and the customer.
3. Mesh Nordic has the right to adjust prices at any time in the event of any changes in regulations, taxes, fees or similar circumstances beyond Mesh Nordic's control.
4. In addition to what is stated in clause 3.3 above, Mesh Nordic also has the right to adjust all prices annually, from the beginning of a new calendar year. Each year there is a five percent (5%) annual increase of the prices that the customer is invoiced, which reflects the operative principle of indexation that takes account of inflation etc.
5. In addition to what is stated in clause 3.4 above, if Mesh Nordic has not made any price adjustments in a calendar year, Mesh Nordic may adjust prices in the following year as if the price adjustments had been made in the previous year.
6. Any price adjustment will take effect one (1) month after Mesh Nordic sends a notice of the price adjustment to the customer. Since the annual increase is announced in these Terms they won't be announced separately.
Payment terms7. All payments are done with card payment using Mesh Nordic partner Stripe. Unless otherwise agreed in writing, payment shall be made each month in advance and within fourteen (14) days of the invoice date. Mesh Nordic also offers a yearly payment in advance for a discounted fee. A receipt is sent to the e-mail address provided by the customer to Mesh Nordic after payment is done.
8. In the event of a delayed payment, Mesh Nordic has (without prejudice to any other right or other available remedy) the right to charge interest on delayed payments and reminder fees as required by law. Mesh Nordic also has the right to:a) refuse to provide any Services to the customer until payment has been made,b) terminate the Agreement or consider the Agreement terminated by the customer,c) claim compensation for loss or damage of any kind due to the delayed payment and/or termination of the Agreement andd) charge the customer for the remaining part of the Agreement.
Credit check9. Mesh Nordic has the right to perform a credit check to ensure that the customer is creditworthy and/or does not appear in any debt records. If a credit check is performed, and the customer is not creditworthy or if the customer is in debt register, Mesh Nordic will not enter into the Agreement with the customer. If an Agreement has already been entered into between Mesh Nordic and the customer, Mesh Nordic has the right to terminate the Agreement immediately.

4. Support and maintenance

1. Mesh Nordic provides technical support and maintenance for the Service during the term of the Agreement as further described on Mesh Nordic's website and what is stated below.
2. Technical support for the Service is provided as a part of the Service, free of charge, unless:a) the support is related to Third Party Service(s) or deficiencies resulting from customer's improper use of the Service;b) support is required outside of regular support hours, takes more than two (2) hours to solve, or requires manual assistance if such support is not included in the Service chosen by the customer; orc) Mesh Nordic and the customer agree otherwise in writing; ord) the total number of support hours exceeds twelve (12) hours in a calendar year. If that happens, Mesh Nordic may charge the customer for technical support in accordance with Mesh Nordic's applicable price list.
3. Mesh Nordic will remedy fatal errors in the Service within a reasonable time from the time the error was reported to or discovered by Mesh Nordic.
4. The Service may from time to time be unavailable due to planned or emergency downtime of the Service due to necessary support and maintenance of the Service. Within a reasonable time before the implementation of a planned downtime, the customer receives information about this from Mesh Nordic. Mesh Nordic will take reasonable steps to minimize the time for downtime of the Service and the potential disruptions this may result in in the customer's business. However, Mesh Nordic will not inform about updates and improvements that Mesh Nordic deems to be of less or no disturbance to the customer.
5. Mesh Nordic releases new versions of the Service from time to time. This is mainly done for security reasons. Due to security reasons, the customer must use the new version of the Service once it has been released. Mesh Nordic understands that this may cause disruption and be untimely for the customer as a new version of the Service may involve multiple and major changes. However, new versions of the Service are necessary to maintain the security of the Service.
6. Mesh Nordic cannot guarantee that customized web design in a version of the Service will be transferable to a new version of the Service or that such transfer is, if possible, is free of charge
7. Mesh Nordic does not offer any support and/or maintenance for Third Party Service(s). If the customer is in need of support or maintenance related to a Third Party Service, the customer shall contact the provider of the Third Party Service.

5. Binding period and termination of the Agreement

1. Unless otherwise agreed in writing, the Agreement is valid for an initial period of twelve (12) months from the time the customer orders the Services. Each new twelve (12) months the Agreement is automatically extended by twelve (12) months and runs until further notice unless it's terminated no later than three (3) months before the end of the contract period. Some Services may have a shorter notice period. In that case, the notice period shall be of the length specified in the Agreement.
Termination of the Agreement2. Mesh Nordic may terminate the Agreement with immediate effect if the customer fails to comply with all the terms of the Agreement, including the Terms. Any party wishing to terminate the Agreement pursuant to this clause shall give the other party written notice thereof without undue delay after the circumstance entitling termination became or should have become known to the party.
3. Each party has the right to terminate the Agreement in writing until immediate termination if:a) the other party commits a material breach of contract and fails to remedy such breach within thirty days of the breach of contract being brought to light in writing; orb) the other party is declared bankrupt, becomes subject to corporate reorganisation, applies for composition, suspends payments, enters into liquidation or is otherwise considered insolvent.
4. Provisions of the Agreement that, express or by their nature, are intended to survive termination of the Agreement shall survive, including but not limited to clauses 8-9 (Intellectual Property and Infringement), 10 (Privacy), 12 (Limitation of liability) and 15 (Dispute resolution and applicable law) of these Terms.
Effects of termination of the Agreement5. If the Agreement is terminated, the customer shall cease all use of the Services, and all rights granted to the customer under the Agreement shall automatically terminate.
6. If Mesh Nordic has terminated the Agreement in accordance with clauses 5.2 or 5.3 above, Mesh Nordic will not reimburse the customer for any advance payments made by the customer to Mesh Nordic.
7. The customer has the opportunity to obtain the information that Mesh Nordic has stored on behalf of the customer within the framework of the Service, such as their customer database, products, purchase history and images and e-mails. Mesh Nordic reserves the right to compensation corresponding to Mesh Nordic's costs for any work that Mesh Nordic performs for the customer in connection with this.

6. Customer commitments

1. In addition to what is otherwise stated in the Agreement including these Terms, the customer is responsible for:a) uploading and updating the Service with all information necessary through the Service such as product descriptions, images and prices. Mesh Nordic is solely the provider of the Service and is not responsible for any information used in the Service;
b) administer the Services on its own using the forms and according to the instructions provided by Mesh Nordic from time to time; and
c) comply with applicable laws and regulations and do not use the Service to engage in any illegal or unethical activity or use the Service to send or otherwise spread viruses, spam, or similar malicious software.
2. The customer is responsible to Mesh Nordic for all information uploaded to, created in or published through the Service.
3. The customer grants Mesh Nordic a worldwide and non-exclusive license to use any information that the customer uploads to the Service for use by Mesh Nordic during the term of the Agreement. In addition, the customer guarantees that the customer has the right to grant Mesh Nordic such a license.

7. Mesh Nordic's commitments

1. Mesh Nordic provides the Service as a cloud service and may, upon payment of applicable fees, manage the installation of the Service on Mesh Nordic's web hosting service.
2. Mesh Nordic monitors the operation and security of the Service to ensure that satisfactory performance is maintained.
3. Mesh Nordic may from time to time offer standardized terms or other legal texts that the customer may choose to use in the Services from Mesh Nordic. Mesh Nordic is not responsible for updating such standardized texts to comply with new applicable legislation, case law, guidelines or the like and is not responsible for any damages, losses or the like that may arise if the customer uses the texts.

8. Intellectual property rights

All intellectual property rights to Mesh Nordic's Services as well as to Mesh Nordic's logo, trademarks and company name are owned by Mesh Nordic or Mesh Nordic's suppliers or partners. The customer does not have a license to Mesh Nordic's intellectual property rights, the Service or parts thereof unless expressly stated in the Terms.

9. Infringement of intellectual property rights

1. Subject to the limitation of liability in accordance with clause 12, Mesh Nordic undertakes to defend and hold the customer harmless from and against any and all damages, costs and expenses paid by the customer arising out of any claim or suit against the customer based on the claim that the use of the Service constitutes an infringement of intellectual property rights. This applies provided that Mesh Nordic has been notified in writing of such claim or subpoena without undue delay and received power of attorney, reasonable information and support (to a reasonable extent by the customer and at reasonable costs for Mesh Nordic) to settle the damage or defend itself against the lawsuit. In the event and to the extent that Mesh Nordic does not initiate and complete a defense in a professional manner, the customer may take all necessary steps, at reasonable cost to Mesh Nordic, to defend and settle the damage. Before taking such action, the customer shall notify Mesh Nordic in writing and Mesh Nordic shall be given time to initiate a defense.
2. If the Services become, or in Mesh Nordic's opinion, are likely to be, subject to such claims or subpoenas set forth above, Mesh Nordic shall (at its sole option) either:a) ensure that the customer may continue to use the Services in accordance with the Agreement;b) replace those parts of the Services that are alleged to infringe intellectual property rights with non-infringing counterparts;c) modify the Service so that it does not infringe without impairing function or performance; ord) if, in Mesh Nordic's opinion, none of the possibilities listed above are commercially viable: terminate the Agreement and refund fees paid to the customer, and deduct a reasonable amount for the customer's use of the Services until the date of termination.
3. The commitments set out in points 9.1 and 9.2 shall not apply where claims or subpoenas are caused by, or result from:a) the customer's combination or use of the Service with software, services or products developed by the customer or third parties, if the claim could have been avoided by non-combining or independent use of the Service;b) reworking the Service by anyone other than Mesh Nordic if a claim or lawsuit by a third party could have been avoided by the use of the unmodified Service;c) the customer continues the alleged infringement after being notified thereof or after reworkings or indemnifications that would have avoided the alleged infringement; ord) the customer uses or has used the Service in a way that is not in accordance with the Agreement or Mesh Nordic's written instructions.
4. The remedies set out above shall be the customer's sole and exclusive remedy in the event of a claim referred to in clause 9.1.
5. The customer shall indemnify and hold Mesh Nordic harmless from and against any and all damages, costs and expenses (including reasonable fees for attorneys and other professionals) arising out of any claim, suit or proceeding against Mesh Nordic based on the claim that customer's use of the Services constitutes an infringement of the rights of third parties, including but not limited to, if such claim is the result of circumstances described in clause 9.3(a)-(d) above.

10. Privacy

1. Each party undertakes not to disclose to third parties information (whether oral or written, electronic or otherwise), about the content of the Agreement or about the other party's activities that may be considered a business or professional secret without the other party's written consent, or otherwise use such information for any purpose other than the party's performance of its obligations under the Agreement. Information specified by a party shall always be considered a business or professional secret.
2. The obligation of confidentiality does not apply to such information that a party can show has become known to him otherwise than through the Agreement or that is generally known. The obligation of confidentiality also does not apply when a party is obliged to disclose information by law, other constitution or authority.

11. Personal data

1. The customer is the data controller for personal data relating to end customers (customer's to the customer) that is processed in the Service, e.g. an end customer visits and / or uses the customer's website. Mesh Nordic will only process end customers' personal data in its capacity as a personal data assistant and in accordance with a separate Data Processing Agreement ("DPA") between the customer and Mesh Nordic.
2. Mesh Nordic cares about the privacy of its customers and will process personal data relating to contact persons at the customer in the manner described in Mesh Nordic's applicable privacy policy and in accordance with applicable data protection legislation.
3. For the avoidance of doubt: Mesh Nordic has the right to collect and use information stored in the Service about e.g. order volume, turnover and average order value of the customer's website, in aggregated or anonymized format (which does not contain personal data) for statistical and business development purposes.

12. Limitation of liability

1. Neither Mesh Nordic nor the customer shall in any event be liable to the other party for indirect damages or for loss of use, loss of data, loss of profits, savings or revenue of any kind. Mesh Nordic is not responsible for any disruptions to the Service that may be caused by maintenance or by Mesh Nordic releasing new versions of the Service.
2. Mesh Nordic's total liability for all damages, losses and claims that may arise under the Agreement shall in no event exceed an amount equal to the lesser of:a) the amount the customer paid or shall pay to Mesh Nordic for the Service or additional service that causes the damage, loss or claim calculated during one (1) year prior to the event or omission that caused the damage orb) EUR 5,000 (which is equivalent to about SEK 55,000).
3. Any action for compensation of any kind against Mesh Nordic shall be communicated to Mesh Nordic without undue delay and no later than three (3) months after the damage, loss or claim occurred.
4. The limitation of liability in this clause 12 shall not apply in the case of intent or gross negligence.

13. Force majeure

If and to the extent that either party's performance of its obligations under the Agreement is impeded or made unreasonably burdensome by circumstances beyond its reasonable control and that it could not reasonably have been expected at the time the Agreement was entered into or has been avoided, the party shall be released from liability for damages and other penalties for delay in performance or failure to perform such obligations.

14. Miscellaneous

1. The customer may assign its Agreement (including its Services from Mesh Nordic) to a third party (the "New customer"), provided that:a) the customer informs Mesh Nordic of such assignment by completing and submitting the Mesh Nordic Agreement Transfer Form,b) the New customer complies with the requirements of Mesh Nordic's terms and conditions in force at any given time; (including these Terms) and pay to Mesh Nordic the applicable fees for the transfer of the Agreement andc) Mesh Nordic and the New customer enter into an Agreement with an initial period of twelve (12) months. For the avoidance of doubt, clause 5.1 of these Terms (binding period) and clause 3.9 of these Terms (credit check) shall also apply to the New customer.
2. Mesh Nordic may, without the customer's approval, transfer part or all of its rights and/or obligations under the Agreement, including the right to be paid.
3. The Terms apply to all Services offered by Mesh Nordic from time to time. The Agreement, including these general terms, the Terms, supersedes all prior or present agreements or understandings, whether oral or written.
4. Mesh Nordic has the right to change the Terms and the applicable price list at any time by notifying such change in writing to the customer with one (1) month's notice.
5. Any changes to and additions to these Terms of the Agreement shall only be valid if made in writing with express reference to the clause or clauses to be amended. In the event of any inconsistency between the Agreement and the Terms, the Terms shall prevail unless otherwise agreed in writing between Mesh Nordic and the customer.

15. Dispute resolution and applicable law

1. Any dispute arising in connection with the Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the Arbitration Institute of the Stockholm Chamber of Commerce ("SCC") in Sweden. The seat of the arbitration shall be in Malmö, Sweden. The Simplified Arbitration Rules shall apply unless the SCC itself determines that the SCC Arbitration Rules shall apply.
2. All arbitrations, documents and decisions relating to such proceedings shall be kept strictly confidential and shall not be used for any purpose other than proceedings.
3. Notwithstanding the above, Mesh Nordic has the right to take the necessary legal action in the competent court to recover late payments.
4. Swedish law, excluding its conflict-of-law rules, shall apply to the Agreement including these Terms.