Terms of service and use

Applicable as from March 2025

1. Background

These terms for service and use (the “Terms”) apply to Hippoly AB’s, Reg. No. 559101-3320, (“Hippoly“), supply of the service Hippoly (the “Service“).

The Service is a subscription and is provided online as a software-as-a-service (“SaaS“). The Service is offered in a free version (“Free Subscription“) and one or more paid versions (“Paid Subscription“).

The Service is used by executives/representatives (such as board members and CEOs) (“Users“) of organisations, companies and associations etc. (collectively “Customers“).

For the purposes of the Free Subscriptions, the User and the Customer are the same person. The use of a Free Subscription requires that the User approves these Terms when registering as a User of the Free Subscription.

Use of a Paid Subscription requires that the Customer and Hippoly have entered into an agreement on a Paid Subscription and in connection therewith approved these Terms, and that its Users have confirmed these Terms in connection with registration as a User of the Customer’s Paid Subscription.

2. The service

In accordance with these Terms, Hippoly grants the Customer respectively the User, only during the license period, a non-transferable, non-exclusive and non-licensable right to use the Service in accordance with the Terms and what has otherwise been agreed with Hippoly (the “Licence“).

2.1 REGISTRATION

Users access the Service by logging in and registering via the registration options offered.

In relation to Paid Subscription, the Service is limited to a maximum number of Users and storage as specified in connection with registration.

2.2 ACCESS

Access to the Service is provided through the access options that Hippoly from time to time informs about via the Service. The User is aware and agrees that the Service can also be used together with external services offered by companies with which Hippoly cooperates. Hippoly is not responsible for the provision of such external services or for the content or results of such external services.

Hippoly may continuously introduce and offer additional services.

Additional services refer to services whose use is optional for the Customer/User. Access to additional services that are provided free of charge and which do not require consent is obtained automatically. Access to additional services that are offered for a fee or that otherwise require consent presupposes that the Customer and Hippoly have entered into an agreement on the subscription of such additional services, and that the User has confirmed any additional conditions that apply to such additional services. If the Customer/User has received access to additional services in accordance with the aforementioned procedure, such additional services shall be covered by the definition “Service” in these Terms.

2.3 HIPPOLY’S COMMUNICATION WITH USERS AND CUSTOMERS

Hippoly may send e-mail, SMS or communicate with Users via the Service regarding information about changes to the Service and information about new features. This communication is considered an integral part of the Service, which means that it cannot be opted out.

The Customer/User may send messages to Hippoly to the following e-mail address: feedback@hippoly.com.

3. Changes to the Service and the Terms

Hippoly is entitled to make changes to the Service at any time. Changes may, for example, relate to changes in the technical solution for the Service and/or the design and layout of the Service and may entail that certain functions cease, change or are added and/or that the technical conditions for accessing the Service change.

Hippoly is entitled to change these Terms at any time. The Customer shall be informed of changes before they enter into force. Fee changes are to be notified in accordance with section 5 below. If the Customer does not accept the changes to the Terms or the Service, the Customer shall terminate the Subscription in accordance with section 6 below.

4. Accessibility

Hippoly reserves the right to temporarily suspend the provision of the Service at any time for service purposes, such as bug fixes, maintenance and upgrades. Hippoly does not guarantee and is not responsible for the Service being free from any errors, delays and/or interruptions.

5. Fees and payment conditions

Free Subscriptions are free for Users.

Fees and payment methods for Paid Subscriptions are subject to the price list applicable from time to time.

Any fee adjustment shall be communicated no later than 14 days before the end of the Subscription period. In such case, the new fee will apply at the start of the following Subscription period.

6. Contract term and termination

The subscription period (1 or 12 month) for the Paid Subscription is specified when the user subscribes.

Either party may, at any time, terminate an ongoing Paid Subscription, with such termination taking effect at the end of the current subscription period, thereby terminating the Service. Notice of termination shall be made via the Service under ‘Settings’ and then ‘Subscriptions’. This cancellation must be done by the Customer’s designated administrator. If cancellation is not made in accordance with these Terms, the subscription is automatically extended by the same subscription period.

Free Subscription continue until it is cancelled by the User, which is done by the User notifying Hippoly thereof in writing.

In addition, either party is also entitled to terminate an ongoing subscription and thus the Service without notice period in the event that the other party has committed a material breach of these Terms and Conditions.

There is no refund of the subscription fee paid for any remaining subscription period, unless the Customer’s cancellation of the Paid Subscription is attributable to Hippoly’s material breach of these Terms.

7. Customer data, Customer and User responsibilities

7.1 CUSTOMER DATA

The information and material that the Customer/User uploads into the Service, as well as information and data relating to the Customer and User are hereinafter referred to as “Customer Data”. The Customer/User owns and is responsible for all Customer Data uploaded to the Service. This responsibility includes any personal data included in the uploaded material. By accepting the Terms and using the Service, the Customer/User also agrees to enter into and be bound by the Data Processing Agreement with Hippoly.

7.2 LIABILITY

The Customer is responsible for the Customer’s and its Users’ compliance with the conditions set out in these Terms and related documents.

The Customer/User is responsible for ensuring that personal and user-specific information such as user identity, E-identification and password or other keys, documents, certificates or devices that can be used to access the Service are stored in a secure manner and are not used by or disclosed to any unauthorised person. If a Customer/User suspects that such information has been provided to an unauthorised person or is otherwise misused, the Customer/User is obliged to immediately take action to restrict access to the Service and inform Hippoly of the situation.

The User is responsible for activities undertaken by the User in the Service. The User is thus responsible, among other things, for the transfer of information and documents undertaken by the User within the framework of the Service. The User is also responsible for ensuring that the information that the User saves in the Service does not contravene applicable legislation.

Users may not use the Service in such a way that Hippoly or others suffer inconvenience or damage. Thus, for example, Users may not, via the Service, handle information that infringes the rights of third parties or that can be perceived as offensive or annoying, such as, for example, presentations with hateful, threatening or pornographic content or that encourages acts of violence or incitement to public opinion.

Moreover, the Users may not:

• provide unauthorised access to the Service, license, distribute, rent, lease, transfer, assign, or otherwise dispose of the Service in breach of the Terms;
• copy, use or misuse the Service for purposes other than those set out in the Terms or as otherwise considered to be included in the normal work of managers/representatives (in Hippoly’s sole discretion); or
• reverse engineer, decompile or disassemble the Service or search for software source code or trade secrets associated with the Service, except where and to the extent that applicable law expressly prohibits such restriction.

Breach of this paragraph 7 constitutes a material breach of contract which entitles Hippoly to terminate the supply of the Service with immediate effect.

8. Processing of personal data

Within the framework of the provision of the Service, Hippoly, as data controller, processes a User’s personal data in accordance with Hippoly’s current Privacy Policy.

9. Liability and limitations of liability

Hippoly is not responsible for the User’s loss of data or any damage caused by the User providing incorrect information during registration.

Hippoly only reimburses Users respectively the Customer for proven and reasonable direct costs incurred as a direct result of negligence on the part of Hippoly. However, Hippoly does not under any circumstances compensate Customer or User for indirect costs, damages or losses, such as e.g. loss of profit or other consequential damages, unless Hippoly has acted intentionally or with gross negligence.

Hippoly’s total liability under these Terms cannot exceed an amount corresponding to what the Customer has paid during a period of twelve (12) months immediately preceding the act or omission that has given rise to the damage. In relation to Users, Hippoly’s liability is limited to half of the Swedish price base amount (prisbasbelopp). Claims for compensation by Hippoly must, in order to be enforceable, be made within one (1) month of the discovery of the damage.

10. Force majeure

The party is released from its obligations under these Terms and Conditions if the failure is due to an obstacle beyond the party’s control which the party could not reasonably have been expected to foresee and the consequences of which the party could not reasonably have avoided or overcome, including but not limited to e.g. war, natural disasters, lockout or other labour dispute, fire, interruption of energy supply, and interruption of the operation of electronic data processing caused by the above.

11. Intellectual property rights

All rights, including but not limited to all intellectual property rights, to the Service, including but not limited to the technical solution, code, user interface, know-how and any content therein provided by Hippoly within the framework of the Service, belong to Hippoly or its rights holders and are protected by law. No such rights are transferred to the Customer or the User as part of the provision of the Service.

12. Choice of law and dispute resolution

These Terms are governed by Swedish law.

Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the SCC Arbitration Institute. The seat of arbitration shall be Gothenburg, Sweden. The language to be used in the arbitral proceedings shall be Swedish.

The Parties undertake and agree that all arbitral proceedings conducted with reference to these Terms will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other party. This notwithstanding, a party shall not be prevented from disclosing such information in order to safeguard in the best possible way his rights vis-à-vis the other party in connection with the dispute, or if the party is obliged to so disclose pursuant to statute, regulation, a decision by an authority, applicable stock exchange regulations or the regulations of any other recognised market place.