w18-122 General terms – Worxmate (Rev. B 2018-04-25)
Parties
Worxmate AB, Scheelevägen 15, 223 70 Lund, Sweden, phone +46-46-2886288, org. no. 559016-6079, hereinafter referred to as Worxmate. The customer, who registers and uses Worxmate’s services online, hereinafter referred to as the Customer. Worxmate’s services consist of the Worxmate, InvoiceMobile, Traxmate, IoTmate, Thinxmate services and upcoming mobile & cloud products. The services that the customer is billed for are hereinafter referred to as the Service. This agreement is called the Agreement.

Commitments and rights
Worxmate commits to:

a) Give the customer access to the service. The service includes access to web service and is normally available 24 hours a day, with the exception of planned downtime. Planned downtime should, as far as possible, take place outside office hours. Worxmate guarantees access to the service at least 99% per quarter excluding planned downtime. In case of lower availability during a calendar quarter, the customer owns 50% for the next quarter in case of a right to reduce the fee.

b) Protect customer integrity. Do not pass on any identifiable customer data or positions to any 3rd party without the customer’s consent. User data obtained through the use of the service may be used to improve the service and statistics at an anonymous aggregated level. For details see privacy policy.

c) Protect the customer’s privacy by turning off the positioning function of the user if the user so requires.

d) Provide customer support via email and chat function. Paying customers also have telephone support during office hours on weekdays at. 9-15 CET. Outside office hours, response delay can occur to the next working day.

Customer commits to:
a) Enter the correct user information and keep it updated

b) Responsible for user identity and password not coming into wrong hands. The customer must immediately notify Worxmate of a loss of username and / or password. The customer is responsible for payment liability and all use of the service until the loss has been reported.

c) Do not sell or give further access to the service to 3rd parties

d) Do not use the service to cause inconvenience to Worxmate or other users

e) Keep Worxmate indemnified for any claims directed from 3rd party or customer’s users due to use of the service

f) Obtain consent from all users who are connected by the customer to the service that they are connected and that in some cases it also means that position data will be collected.

Fees and other payment terms
The customer is responsible for the use of the service and is obliged to pay fees for the access to and use thereof. For subscription services, payment is normally made by debiting the customer’s registered payment card, or invoice is sent to the user’s contact information electronically via e-mail. If the invoice cannot be delivered due to Invalid email address or customer wishes paper invoice, invoice will be sent by regular mail with a billing fee of $5. Unless otherwise agreed, monthly fees are billed for three months in advance and extra costs incurred, eg. extra invoices or e-mail, calculated and invoiced in arrears. The customer is responsible for the card being chargeable on the day the invoice is due. If the invoice is sent out, it must be paid according to the instructions stated on the invoice. If the payment is not completed on the due date, interest on late payment shall be paid according to the Interest Act from the due date. The customer is obliged to pay compensation for written payment reminder and for collection costs according to law. Worxmate reserves the right to change the prices one month after notification.

Disclaimer
The guaranteed availability excludes circumstances that Worxmate cannot control, for example. problems with the customer’s connection to the internet, lack of communication or other products or services from the supplier, or impaired accessibility due to DoS attacks. Worxmate is also not responsible for traffic costs (eg SMS traffic) that arise at the service’s use. Worxmate reserves the right to change the service description and the technical system solution for the service. Change work must be carried out with respect to the customer’s needs and in such a way that any disturbances are limited. Worxmate is not liable for damage or loss in the event of delay, interruption, failure or incorrect delivery of data or circumstances of a similar nature. Worxmate is never responsible for indirect damage, such as lost profit or production, loss of data etc.

Duration and termination
As soon as the customer has ordered the Service, the Agreement begins to run. The contract period is the same period as the payment period. The agreement is automatically extended with the same period if the Service has not been terminated in writing no later than one week before the end of the contract period. The user has the right to terminate the Agreement within 14 days of ordering the Service (open purchase). Worxmate will refund any license fees paid by Users prior to such termination. No other fees will be refunded. Termination of the Agreement / Service is done in writing by email to support@worxmate.se

Closing the service
Worxmate is entitled to immediately terminate the service if: The customer, despite reminders, does not pay payment within the prescribed time, the customer uses or can be assumed to use the service in a manner that causes damage or inconvenience to Worxmate or 3rd party, eg. to use the service without the user’s consent or in violation of applicable law or authority instructions or in violation of these conditions.The customer is obliged to pay fees until the service is turned off.

Force majeure
If a party is prevented from fulfilling his obligations under this agreement by a circumstance which the party has not been able to control such as lightning strike, labor conflict, fire, altered authority provision, government intervention, sabotage, rebellion or riot, export or import restrictions, and errors or delay in services from subcontractor, party receive reasonable time to remedy this. Party is not obliged to pay compensation for loss or damage that the other party may suffer as a result of the circumstance.

Disputes
Disputes about the agreement are handled primarily between the customer and Worxmate. Disputes that cannot be resolved shall be settled by arbitrators according to Swedish law.

Addendum A: Personal Data Assistance Agreement

between
Personal Data Officer: “The Customer”
and
Personal Data Assistant: Worxmate AB
Organization Number: 559016-6079
Establishment Country: Sweden

“Personal data assistant” refers to Worxmate AB for the services stated in Worxmate AB General Terms, §1 General. The person responsible for personal data refers to the Customer.Worxmate’s contact person for general questions about the agreement and Worxmate’s processing of personal data is reported on http://www.worxmate.com/privacypolicy/.

1 Introduction

1.1 Both Parties confirm that the undersigned have the authority to enter into this Personal Data Assistance Agreement (“Agreement”) which is an integral part of the service agreement (s) signed between the Parties (the “Service Agreement”). This Agreement regulates the Processing of Personal Data due to the Service Agreement in force at any given time.

1.2 Worxmate acts in accordance with the Worxmates Privacy Statement which is available athttp://www.worxmate.com/privacypolicy/.

2 Definitions

2.1 The definition of Personal Data, Specific Categories of Personal Data (Personal Data), Processing of Personal Data, Registered, Personal Data Officer and Personal Data Assistant is the same as that used in applicable data protection legislation, including the General Data Protection Regulation (GDPR), as contained in this Agreement and in: Europe from May 25, 2018 and at any time applicable national supplementary legislation, together hereinafter referred to as “Existing Personal Data Act”.

2.2 In this appendix, the Personal Data Officer is referred to as “the Customer” or “the Party”, the Personal Data Assistant as “Worxmate” or “The Party” and collectively as the “Parties”.

3 Extent

3.1 The agreement regulates Worxmate’s Processing of Personal Data on behalf of the Customer and describes how Worxmate shall ensure data protection, through technical and organizational measures in accordance with Applicable Data Protection Act.

3.2 The purpose of Worxmates Processing of Personal Data on behalf of the Customer is to fulfill obligations under the Service Agreement.

3.3 This Agreement takes precedence over any conflicting provisions regarding the Processing of Personal Data in Service Contracts or in other agreements concluded between the Parties.

4 Worxmate’s obligations

4.1 Worxmate may only process Personal Information on behalf of and in accordance with the Customer’s documented instructions. By entering into this Agreement, the Customer instructs Worxmate to process Personal Data in the following manner: i) only in accordance with applicable law, ii) to fulfill all obligations under the Service Agreement, iii) as further specified by the Customer’s normal use of Worxmate’s services andiv The ways stated in this Agreement.

4.2 Worxmate have no reason to believe that there are laws that prevent Worxmate from following the instructions given above. Worxmate shall, after becoming aware of it, inform the Customer in cases where the Customer’s instructions or processing, in accordance with Worxmate, is in violation of applicable data protection legislation.

4.3 The categories of Registered and Personal Data covered by Processing in this Agreement are set forth in this document.

4.4 Worxmate shall ensure the confidentiality, integrity and availability of Personal Data in accordance with Applicable Personal Data Act. Worxmate shall implement systematic, organizational and technical measures to ensure an appropriate level of security, taking into account the latest technology and implementation costs in relation to the risk involved in the Processing, and the type of Personal Data to be protected.

4.5 Worxmate shall assist the Customer in appropriate technical and organizational measures, as far as possible, taking into account the type of Treatment and the information available to Worxmate, in order to fulfill the Customer’s obligations under current data protection legislation regarding requests from Registered and general data protection pursuant to the Data Protection Regulation Article 32-36.

4.6 About the Customer need information about security measures, documentation or other information on how Worxmate Processes Personal Information, and such inquiries provide more information than the standard information provided by Worxmate to comply with applicable data protection Laws such as Personal Data Assistant, and that means more work for Worxmate, Worxmate may charge the Customer for such additional services.

4.7 Worxmate and its staff shall ensure the confidentiality of Personal Information Processed under this Agreement. This condition also applies after the Agreement has ceased to apply.

4.8 Worxmate shall, by promptly and without undue delay notifying the Customer, make it possible for the Customer to comply with the legal requirements that apply to information to relevant data protection authorities and Registered regarding personal data incidents.

4.9 Furthermore, Worxmate, to the extent practicable and lawful, notify the Customer of: i) requests for disclosure of Personal Information received from a Registreradii) inquiries from authorities, such as the Police, regarding disclosure of Personal Data

4.10 Worxmate may not respond directly to inquiries from Registered without the consent of the Customer. Worxmate may not disclose content regarding the Agreement to the Authority as the Police, including Personal Data, except for what is statutory, for example by court order or similar decision.

4.11 Worxmate does not control whether and how the Customer chooses to avail of any third party integrations through the Worxmate API, via direct database connection or the like. Responsibility for such integrations with third parties is the sole responsibility of the Customer. Worxmate is not responsible as Worxmate for any processing of Personal Data through such third party integration.

5 Customer’s obligations

5.1 By signing this Agreement, Customer acknowledges that Customer:

  • When using the Services provided by Worxmate under the Service Agreement, Processing Personal Data in accordance with the requirements of the applicable Data Protection Act
  • has the legal basis to process and disclose the current Personal Data to Worxmate (including any subordinates used by Worxmate)
  • is solely responsible for the correctness, integrity, content, reliability and legality of the Personal Information provided to Worxmate.
  • has fulfilled any and all mandatory requirements and obligations to notify or obtain from the relevant authorities for the processing of Personal Data.
  • has fulfilled to provide relevant information to Registered in respect of Processing of Personal Data in accordance with Applicable Data Protection Act.
  • agrees that Worxmate has provided guarantees regarding the implementation of technical and organizational security measures sufficient to protect the integrity of the Registrar and the Personal Data.
  • the use of the Services provided by Worxmate under the Service Agreement does not transmit any sensitive Personal Data, or information relating to convictions in criminal proceedings and infringements of Worxmate. In the event of such a transfer, Worxmate cannot be held responsible for incorrect processing of these Sensitive Personal Data.
  • shall maintain an updated record of the types and categories of Personal Data that this Processes.

6 Use of subordinates and data transfer

6.1 As part of the delivery of services to the Customer under the Service Agreement and this Agreement, Worxmate may use subcontractors in the role of subordinate. Such subordinates may be sister companies of Worxmate AB or external subcontractors (third parties) within or outside the EU. Worxmate shall ensure that subcontractors agree by agreement to assume responsibility corresponding to the obligations set out in this Agreement.

6.2 Current subcontractors with access to Personal Data are published on the Worxmates Privacy website http://www.worxmate.se/dataskydd/ which through this Agreement has been accepted as subordinates of the Customer.

6.3 The Customer may at any time request a complete overview and more detailed information about the subcontractors involved in the delivery of the Service under the Service Agreement.

6.4 If the subcontractors are located outside the EU, Worxmate shall ensure that transmission takes place in accordance with Applicable Privacy Legislation. The Customer hereby grants Worxmate authorization and authority to secure appropriate legal grounds for the transfer of Personal Data outside the EU on the Customer’s assignment, for example by signing EU standard contract clauses on behalf of the Customer or transferring Personal Data in accordance with EU / US Privacy Shield.

6.5 The Customer shall be notified before any changes are made regarding subcontractors who process personal data. If a new subcontractor does not comply with the applicable data protection legislation and the subcontractor still does not comply with applicable data protection legislation, after Worxmate has been given reasonable time to ensure that the subcontractor complies with the regulations, the Customer can terminate the Agreement. Such termination may mean the right to terminate the Service Agreement, in whole or in part, according to the termination clauses contained in the respective Service Agreement. An important part of such assessments shall be to what extent the subcontractor’s Processing of Personal Data is a necessary part of the services provided under the Service Agreement. A change of subcontractor shall not in itself be regarded as a violation of the Service Agreement.

6.6 By signing this Agreement, the Customer accepts that Worxmate uses subcontractors in the manner described above.

7 Security

7.1 Worxmate is committed to providing a high level of security in its products and services. Worxmate provides the security level through organizational, technical and physical security measures, in accordance with the information security requirements described in Article 32 of the Data Protection Regulation. The following measures are of particular importance in this regard:

  • Classification of Personal Data to ensure the implementation of security measures that correspond to risk assessment.
  • Evaluation of the use of encryption and pseudonymization as risk reducing factors.
  • Restrictions on access to Personal Information to those who need access to fulfill the obligations of this Agreement or Service Agreement.
  • Use of systems that detect, restore, prevent and report personal incidents.
  • Implementation of safety assessments to assess the quality of current technical and organizational measures to protect Personal Data, taking into account the requirements of current data protection legislation.

8 Audit Rights

8.1 The Customer is entitled to carry out annual audits of Worxmate compliance with the terms of the Agreement. If the legislation so requires, the Customer may request revisions more often. When Worxmate AB’s services are multi-user environments, the Customer empowers Worxmate to, for security reasons, decide that audits should be performed by a neutral third-party auditor who selects Worxmate.

8.2. a qualified third-party auditor within the previous twelve months, and Worxmate confirms that there are no known significant changes in the actions under scrutiny, the Customer accepts this review report instead of requesting a new audit of actions that have already been reviewed.

8.3 If Customer does not accept Worxmate AB selected neutral third-party auditor, the Customer, together with Worxmate AB, may choose another neutral third-party auditor.

8.4 The Customer stands for any costs that arise in connection with requested audits. Worxmate help that exceeds the standard service provided by Worxmate and / or Worxmate’s subcontractors to comply with applicable data protection laws will be charged.

9 Duration and termination

9.1 This Agreement is valid as long as Worxmate Processes Personal Information on behalf of the Customer in accordance with the applicable Service Agreement.

9.2 The Agreement will automatically terminate when the Service Agreement expires. Upon termination of the Agreement, Worxmate will delete or return the Personal Data Processed on behalf of the Customer, in accordance with applicable clauses in each Service Agreement. Unless otherwise agreed in writing, the cost of such measures shall be based on;
i) hourly rate for Worxmate’s time and
ii) the complexity of the requested process.

9.3 Worxmate may retain Personal Data after the Agreement has terminated, to the extent required by law, with the same type of technical and organizational security measures described in this Agreement.

10 Responsibility

10.1 The responsibility for violating the terms of this agreement shall be governed by liability clauses in the respective Service Agreement between the Parties. This also applies to any infringements committed by Worxmate subcontractors.

11 Applicable law and jurisdiction

11.1 This Agreement is governed by the applicable law and the jurisdiction set forth in each Service Agreement between the Parties.

12 Categories of Personal Data and Registered

12.1 When Worxmate’s services allow the Customer to process arbitrary data within the services, it is not possible to generally report the categories of Registered and Personal Data covered by Processing. This information is the responsibility of the Customer to register.

12.2 The Customer may not transfer any Sensitive Personal Information to Worxmate. In the event of such a transfer, Worxmate cannot be held responsible for incorrect processing of these Sensitive Personal Data. Sensitive Personal Data is defined in the applicable Personal Data Act, ie:

  • racial or ethnic origin, political opinions, religious or philosophical beliefs,
  • health information,
  • details of a person’s sexual or sexual orientation,
  • union membership,
  • genetic data or biometric data to uniquely identify a natural person

12.3 Nor can the Customer transfer personal data relating to convictions in criminal cases and infringements.

13 Overview of current subcontractors

13.1 Current subcontractors to Worxmate who have access to the Customer’s Personal Data are reported on https://www.worxmate.com/privacypolicy#personaldata_share