These terms are effective as of 1 January 2022, and has been amended on 3 April 2022.
In addition to the Software as a Service Agreement the following terms and conditions are applicable when using Eperoto’s software services.
“Account” refers to the individual and personal access point to the Software for the Users.
“Assistance” refers to when Eperoto’s employees or agents assist a User in connection with the analysis of a legal dispute. Such assistance may involve the review of documents and possible preparation of an analysis as well as calculations to aid the User in the completion of an analysis.
“Eperoto”, refers to Eperoto AB, a limited liability company incorporated under the laws of Sweden (corporate identity no. 559249-1202) with its registered office at Läraregatan 3 (c/o Stena Center) 411 92 Gothenburg, Sweden.
“General Terms and Conditions” refers to this General Terms and Conditions.
“Report” refers to the output that Software delivers and which is based on the User’s data input.
“Software” refers to the web-based application that is available through app.eperoto.com, or any other instance of the application that runs on a dedicated server (such as expert.eperoto.com).
“Software Service Agreement” refers to the licensing agreement that grants a User the right to access and use the software services of Eperoto, but does not give the user the right to a copy of the software.
“Third-Party Applications” refers to a software application or cookie produced or controlled by someone other than Eperoto.
“User” refers to every legal or natural person, who entered into a Software as a Service Agreement with Eperoto, or other who uses our services on another legal ground, such as experts and other users.
1. Scope of the General Terms and Conditions
These General Terms and Conditions apply to the services provided to the User by Eperoto’s Software.
These General Terms and Conditions apply to every user unless other terms and conditions have been agreed upon in another contract. In case of discrepancies between the General Terms and Conditions and a Software as a Service Agreement, the latter shall prevail.
Amendments to the General terms and Conditions
These General Terms and Conditions may be amended by Eperoto. Eperoto will not notify the User automatically unless any major changes are made. The most recent version of these General Terms and Conditions can always be found at https://www.eperoto.com or in the software application.
Amendments made in the General Terms and Conditions shall not replace or alter the provisions set forth in a previously signed Software as a Service Agreement or the General Terms and Condition effective at the time of the signing of the Software as a Service Agreement.
2. Eperoto’s Services
Eperoto provides web-based software for the financial analysis of legal disputes.
Subject to these General Terms and Conditions, Eperoto grants the User a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Software. Eperoto reserves the right to, with or without notice and at any time, modify, amend, suspend and/or discontinue properties of the Platform, including functions, features, and content, however Eperoto grants the core functions of the Software to be accessible during the contractual relationship.
3. Usage of the Software
The User is responsible for submitting accurate and complete information on itself and the legal entity when engaging into contractual relationship with Eperoto and also to keep the information up to date.
The User shall use the Software for lawful purposes only.
The User shall not contribute intentionally to destructive activities such as dissemination of viruses, spam or any other activity that might harm the Software, other Users or Eperoto in any way.
The User shall not monitor the Software’s performance or functionality for any competitive purpose. The User agrees not to access the Software for the purpose of developing or operating a competitive product or service or copying the Software’s features or user interface.
Eperoto reserves the right to immediately suspend the User’s Account if the General Terms and Conditions, the Software as a Service Agreement, or the Data Processing Agreement are not respected or if the User in any other way abuses its access to the Software. Eperoto is also entitled to automatically block User’s Account(s) in case of urgent security breach. An urgent security breach is considered to exist if (i) User’s usage of the Software constitutes an immediate security risk to the Software and/or others use of the Software or Eperoto’s network or the servers used to provide the Software; or (ii) a third party has been given inappropriate access to the Software.
The User is liable for its employees and its other professionals (such as external counsels, IT professionals, etc.) to comply with the provisions of the General Terms and Conditions, Software Service Agreement, and other contractual obligations.
Eperoto maintains a backup of the User’s data for 6 months after the Software as a Service Agreement terminates. Per the request of the User, Eperoto shall delete the backup promptly and in any event within 10 business days. The User will be informed before Eperoto deletes any backup data permanently.
4. Ownership and use of Data
The User retains all right and ownership to any and all input into the Software. Input into the software may be accessed and processed by Eperoto to the extent necessary to deliver the services stated in this these General Terms and conditions or the Software as a Service agreement. Eperoto receives no rights to User data.
5. Conflict of Interest when providing Assistance
Eperoto undertakes not to engage in Assistance in a matter with any third party if that third party is a counterparty or otherwise has an opposing interest in the same matter or dispute which has been subject to Assistance. (i.e., Eperoto will not assist in analyzing the same specific dispute for more than one of the parties or stakeholders in the dispute). Eperoto may however freely enter into contractual relationship with any third party without restrictions.
6. Limitation of Liability regarding the use of the Software
Eperoto’s liability for any and all loss or damages caused due to negligence or breach of contract on Eperoto’s part, or due to the use or inability to use the Software are, for each calendar year, limited to the fees paid by the User during the 12 months’ period prior to the time when the damage(s) occurred.
If the User has not paid to access and use the Software (e.g., test users, expert users), Eperoto’s liability is limited to SEK 1,000.
Eperoto’s liability for damages caused by Third-Party Applications shall never exceed the amount Eperoto is entitled to reclaim from the Third-Party Application provider(s).
In no event is Eperoto liable for any indirect damages including, but not limited to, loss of revenue or profits, contracts, customers or businesses, consequential damages, or anticipated savings or revenues.
Eperoto is not liable for any damages unless the User notifies Eperoto in writing thereof no later than ninety (90) days after the User noticed or should have noticed the actual damage but no later than six (6) months from when the damage(s) occurred.
Eperoto shall not be liable for any delay or failure to perform due to circumstances that are beyond its control (force majeure).
The User acknowledges that Eperoto shall never be held liable for the legal outcome (i.e., judgements, awards) when using the Software or other services.
For avoidance of doubt, the above limitation of liability is not applicable regarding terms of non-disclosure.
7. Legal Advice Disclaimer
Eperoto is (i) not a law firm, (ii) does not practice law and (iii) does not give legal advice. Eperoto is not the User’s solicitor and is not a substitute for a lawyer or solicitor’s advice and does not have a solicitor-client relationship with the User. Even though these General Terms and Conditions provide provisions of Non-disclosure the information exchanged is not protected by legal advice/attorney-client privilege provided by statutory law.
Eperoto does not (i) review any input that is provided by the User to the Software, (ii) review any information the User provides for legal accuracy or sufficiency, (iii) draw legal conclusions or provide opinions about the data the User provided or the documents the User select or create using the Software, or (iv) apply the law to User’s specific circumstances. The User shall acknowledge that Eperoto’s Software is designed only to help the User to analyze legal disputes.
The Reports provided by Eperoto through the Software shall not to be viewed as legal advice, and Eperoto does not warrant their legal accuracy, sufficiency, or compliance.
8. Complaints and Claims
If, for any reason, the User is not satisfied with our services or have a complaint, the User shall inform Eperoto as soon as possible by using email or other written forms of communication.
9. Intellectual Property Rights
Eperoto owns all rights, titles, and interest in and to any and all copyrights, trademark rights, patent rights, database rights, and any other intellectual property rights (“Intellectual Property”) in and to the Software, as well as to any improvements, design contributions, or derivative works thereto, and any knowledge or processes related thereto.
For as long as the User’s contractual relationship with Eperoto is effective, the User is granted a non-exclusive right to use the Software, in accordance with these General Terms and Conditions.
Except for what is stated in these General Terms and Conditions, the User’s usage of the Software grants you no right to any Intellectual Property regarding the Software.
With respect to the Software, the User acknowledges and agrees that the User shall not, and shall not permit others to, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about Eperoto, the Software or other services.
Eperoto undertakes not to disclose confidential information of the User to third parties directly or indirectly without the prior written consent of the user. Eperoto undertakes to only disclose confidential information received within Eperoto on a strict need-to-know basis. Eperoto shall ensure that those to whom confidential information is shared observe and are bound by a confidentiality agreement.
11. Information on Processing of Personal Data
b. Data Processing Agreement
Eperoto may processes personal data on behalf of the User Therefore Eperoto and User enters into a Data Processing Agreement according to Article 28 of the GDPR. The Data Processing Agreement is binding on Eperoto regarding the User and sets out the subject-matter and duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects and the obligations and rights of the user.
The Data Processing Agreement forms an integral part of this General Terms and Conditions as Appendix 1.
12. Governing Law and Disputes
The contractual relationship of Eperoto and the User will be governed by and interpreted under the laws of Sweden, without regard to its conflict of laws principles.
Any dispute, controversy or claim arising out of or in connection with these General Terms and Conditions, Software as a Service Agreement, Data Processing Agreement, or the breach, termination, or invalidity thereof, shall first be referred to mediation in accordance with the Mediation Rules of the Arbitration Institute of the Stockholm Chamber of Commerce, unless Eperoto or the User objects. If Eperoto or the User objects to mediation or if the mediation is terminated, the dispute shall be finally resolved by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of arbitration shall be Stockholm. The language of proceedings shall be in Swedish. Eperoto and the User shall bear their own cost during the proceedings, regardless of the outcome of the proceedings.
Data Processing Agreement
- The User acts as a Data Controller.
- Eperoto acts as a Data Processor.
- The User wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
- The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).
- The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
1. Definitions and Interpretation
- Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
- “Agreement” means this Data Processing Agreement.
- “User Personal Data” means any Personal Data Processed by Eperoto on behalf of the User pursuant to or in connection with the General terms and Conditions and/or Software as a Service Agreement.
- “Contracted Processor” means a Sub-processor.
- “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country.
- “Data Subject” means any natural person about whom the User holds personal data and who can be identified, directly or indirectly by reference to that personal data, such as User, User’s employee or other professional, User’s client, or any other third party whose personal data was inserted to the Software by User, User’s employee or other professional.
- “EEA” means the European Economic Area.
- “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR.
- “GDPR” means EU General Data Protection Regulation 2016/679.
- “Data Transfer” means:
- a transfer of User Personal Data from the User to Eperoto; or
- an onward transfer of User Personal Data from Eperoto to a Subcontracted Processor, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws).
- “Services” means the services Eperoto provides (Section 2 of the General Terms and Conditions and/or the services described in the Software as a Service Agreement).
- “Special category of personal data” means any personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation.
- “Sub-processor” means any person appointed by or on behalf of Eperoto to process Personal Data on behalf of the User in connection with the Agreement.
- The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
2. Processing of User Personal Data
- Comply with all applicable Data Protection Laws in the Processing of User Personal Data; and
- not Process User Personal Data other than on the relevant User’s documented instructions.
- The User instructs Eperoto to process User Personal Data.
- All further instructions from User regarding data processing shall be in the form of writing.
- The purpose of data processing is to perform the rights and obligations set out in the Software as a Service Agreement and the General Terms and Conditions as principal agreements.
- The maximum duration of data processing equals to the period of the contractual relationship between User and Eperoto plus 6 months. On the request of the User, Eperoto shall cease data processing promptly and in any event within 10 business days. The User will be informed before Eperoto ceases data processing.
- Eperoto does not process special category of personal data. Eperoto may process the following types of personal data of the Data Subjects: name, ID number, place and date of birth, address, email address. The User is not allowed to insert any special category of personal data of the Data Subjects.
3. Eperoto Personnel
Eperoto shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the User Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant User Personal Data, as strictly necessary for the purposes of the Software as a Service Agreement and/or the General Terms and Conditions, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
- Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Eperoto shall in relation to the User Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
- In assessing the appropriate level of security, Eperoto shall take into account the particular risks that are presented by the Processing of data and the risks of Personal Data Breaches.
- The User gives authorization to Eperoto to use Sub-processors. Eperoto shall not appoint (or disclose any User Personal Data to) any Sub-processor that is not necessary to provide the services or required or authorized by the Company.
- In case of sub-processing, Eperoto shall enter into data processing agreement with the Sub-processor, where sufficient guarantees provide appropriate technical and organizational measures in such a manner that the sub-processing will meet the requirements of this Data Processing Agreement. Where the Sub-processor fails to fulfil its data protection obligations, Eperoto shall remain fully liable to the User for the performance of Sub-processor’s obligations.
- Eperoto uses the following services, that may be deemed sub-processing where – at the same time – the sub-processing party may be deemed as Sub-processor:
- Eperoto has contracted with the server provider DigitalOcean where Eperoto’s website and Software is hosted and GleSys to host encrypted backups of the Software.
- Eperoto has contracted with Microsoft for the following services: Microsoft 365 (Outlook, Teams, Sharepoint) cloud services for correspondence, document handling and internal and external communication.
- Eperoto has contracted Twillio for the management of two-factor authentication by SMS and Mailjet for the sending of emails to users regarding user settings and activities.
- Eperoto has contracted Mixpanel for non-confidential registering of user interactions and activity.
6. Data Subject Rights
- Taking into account the nature of the Processing, Eperoto shall assist the User by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the User obligations, as reasonably understood by User, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
- Eperoto shall:
- Promptly notify User if it receives a request from a Data Subject under any Data Protection Law in respect of User Personal Data; and
- ensure that it does not respond to that request except on the documented instructions of User or as required by Applicable Laws to which Eperoto is subject, in which case Eperoto shall to the extent permitted by Applicable Laws inform User of that legal requirement before the Contracted Processor responds to the request.
- According to Chapter III of the GDPR, Data Subjects have the following rights:
- Right of access: Data Subjects are entitled to know if Eperoto processes Data Subjects’ personal data, and if so, be informed about the processing and ask for a copy.
- Right of rectification: Data Subjects are entitled to request from Eperoto to change or update Data Subjects’ personal information if it is incorrect or incomplete.
- Right of erasure (“Right to be forgotten”): Data Subjects are entitled to request the deletion some of their personal data.
- Right to restriction of processing: Data Subjects are entitled to request from Eperoto to stop the processing of all or some of their personal data temporarily or permanently.
- Right to data portability: Data Subjects are entitled to request a copy of their personal data in electronic format and/or to transfer their personal data to another person.
- Right to object: Data Subjects are entitled to forbid future data processing regarding their data.
- Eperoto shall act according to the Data Subject’s request promptly and in any event within 10 business days.
7. Personal Data Breach
- Eperoto shall notify User without undue delay upon Eperoto becoming aware of a Personal Data Breach affecting User Personal Data, providing User with sufficient information to allow the User to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
- Eperoto shall co-operate with the User and take reasonable commercial steps as are directed by User to assist in the investigation, mitigation, and remediation of each such Personal Data Breach.
8. Data Protection Impact Assessment
Eperoto shall provide reasonable assistance to the User with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which User reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of User Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
9. Deletion or return of Company Personal Data
Subject to this Section 9 Eperoto shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of User Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.
10. Audit rights
- Subject to this Section 10, Eperoto shall make available to the User on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the User or an auditor mandated by the User in relation to the Processing of the User Personal Data by the Contracted Processors.
- Information and audit rights of the User only arise under Section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
11. Data Transfer
Eperoto may use services where the User Personal Data are transferred outside the European Economic Area. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.
- Data subjects who have suffered material or non-material damage as a result of an infringement of data processing shall have the right to receive compensation from the User or Eperoto for the damage suffered.
- User shall be liable for the damage caused by data processing which infringes applicable laws. Eperoto shall be liable for the damage caused by data processing only where it has not complied with obligations of applicable laws, or the Data Processing Agreement specifically directed to Eperoto as a processor or where Eperoto has acted outside or contrary to lawful instructions of the User.
- Where the User or Eperoto has paid full compensation to the Data Subject for the damage suffered, the paying Party shall be entitled to claim back from the other Party that part of the compensation corresponding to their part of responsibility for the damage.
- The above provisions do not impose additional obligations on Users other than the ones already applicable pursuant to the GDPR.
13. Governing Law and Jurisdiction
- The contractual relationship of Eperoto and the User will be governed by and interpreted under the laws of Sweden, without regard to its conflict of laws principles.
- Any dispute, controversy or claim arising out of or in connection with Data Processing Agreement, or the breach, termination, or invalidity thereof, shall be adjudicated according to the provisions set out in Section 10 of the General Terms and Conditions.
- Court proceedings for exercising the right to receive compensation may be brought before the courts competent under the laws of Sweden or in the Member State where the data subject has his or her habitual residence.