These General Terms and Conditions – General Section and the appended General Terms and Conditions – Special Section are to apply between Dotkeeper AB (“Dotkeeper”) and customers with which Dotkeeper has signed an agreement (“the Agreement”) regarding the delivery of services from Dotkeeper to the customer (“the Customer”).
If contradictory provisions occur in the above documents, the Special Section takes precedence over this General Section and the Agreement’s provisions take precedence over the General Section.
2. Fees and expenses
In addition to such fees that apply in particular to Dotkeeper’s various services, Dotkeeper applies an hourly fee for time spent on activities according to our price list that applies at any given time. However, Dotkeeper can also offer a fixed fee for a defined assignment.
At the request of the Customer, Dotkeeper can also provide an estimate of fees and costs for a specific service. Such an estimate is based on available information at the relevant point in time and is not to be considered a fixed fee.
In addition to Dotkeeper’s fees, expenses may also be charged.
All fees and expenses are stated excluding value-added tax.
To the extent that no other agreement has been made or derives from the General Terms and Conditions – Special Section, the Customer is invoiced monthly.
In certain instances, Dotkeeper may request advance payment of the fee. Amounts paid in advance will then be used to settle future invoices.
Payment is to be settled within the time specified in the invoice. If payment is not received, interest will be charged on the overdue amount at the interest rate that applies in accordance with the Swedish Interest Act from the due date until payment is received. Dotkeeper is entitled to charge invoice and reminder fees and, where relevant, a debt collection fee.
4. Changes of terms
In the event of a significant change to the content of the services or the adjustment of prices and/or the pricing model in excess of index adjustment, the Customer must be notified not later than thirty (30) days before the change takes effect. If the Customer does not approve the change, the Customer must inform Dotkeeper in writing within ten (10) days of notification. The parties will then negotiate with the aim of reaching an agreement. If the Parties cannot reach an agreement within ten (10) days of Dotkeeper receiving the information, the Agreement will cease to apply after a further thirty (30) days.
5. Intellectual property rights
All intellectual property rights attributable to the result of Dotkeeper’s work are the property of Dotkeeper. The Customer is entitled to use the result of Dotkeeper’s work for the purpose for which it is provided. Provided nothing else derives from the purpose or anything else has been agreed separately, the Customer may not disseminate the result of Dotkeeper’s work or use the result for marketing purposes.
6. Other advisors and consultants
If Dotkeeper, instructs, engages or works together with other advisors or consultants on behalf of the Customer, Dotkeeper takes no responsibility for the advice and services that other advisors or consultants provide to the Customer (regardless of whether such advice and services are conveyed to the Customer through Dotkeeper or if Dotkeeper has recommended the advisor or consultant). It is the Customer’s responsibility to pay the fees of such advisors or consultants and remunerate them for expenses. Dotkeeper is entitled to freely appoint and can freely choose to change subcontractor for the provision of its services. Dotkeeper is entitled to remuneration for work conducted by a subcontractor as if the work had been performed by Dotkeeper itself. In the event that a subcontractor ceases to provide its services, Dotkeeper is entitled to choose to change to a corresponding subcontractor, or if this is not possible, serve notice on the Agreement for the part pertaining to the subcontractor’s services to be terminated with immediate effect. If such a change or termination occurs, neither of the parties is entitled to any compensation from the counterparty.
7. Ordering technical changes
The customer is responsible for ensuring that only authorized personnel make contact with and order technical changes and additional work from Dotkeeper. Dotkeeper is not responsible for any interruption/downtime, etc., in conjunction with Dotkeeper performing technical changes to the Customer’s services.
8. Force Majeure
Dotkeeper is exempted from sanctions resulting from failure to fulfill obligations under this Agreement if the failure to do so is attributable to circumstances outside Dotkeeper’s control and which prevent or seriously aggravate the completion of the obligation.
Circumstances that can be regarded as providing exemption include war, war-like events, terrorism, unrest, sabotage, official action or intervention, strike, lockout, blockade or other labor conflict, fire, flooding and other exceptional weather conditions, faults or deficiencies (incl. operational disruption) in subcontractors’ provision of services, faults or deficiencies (incl. operational disruption) of Internet providers’ services or other obstacles in the operations of Dotkeeper or its subcontractors over which Dotkeeper has no control. If Dotkeeper wants to invoke grounds for exemption or to inform that these have ceased, the Customer must be informed verbally without delay and the Customer must confirm receipt of this information when requested to do so by Dotkeeper.
Through the Agreement, both parties agree, without limit of time, not to disclose to a third party confidential information that the party has received from their counterparty as a result of the Agreement. In this Agreement, confidential information refers to all information – technical, commercial or otherwise – regardless of whether or not the assignment has been documented, except for information that is or becomes generally known or that comes to public attention in a manner other than one of the parties breaching this provision.
If the Customer permits Dotkeeper to engage or cooperate with other advisors as part of an assignment, Dotkeeper is entitled to provide material and other information that Dotkeeper considers could be relevant for the advisor to provide advice or perform services for the Customer.
Dotkeeper is also entitled to provide information about the Customer, including that relating to the Customer’s VAT registration number to tax agencies in the event that this is required for the completion of the assignment.
However, Dotkeeper reserves the right, for marketing purposes, to provide information about Dotkeeper’s assignment for the Customer as soon as a certain case or assignment has become generally known. In addition to the information about Dotkeeper’s assignment for the Customer, such information will only contain details that have already become generally known. Dotkeeper is also entitled to use the Customer’s logo in such marketing material, unless the Customer has stipulated otherwise.
In many cases, Dotkeeper will process the personal data of the contact persons of Customers who are legal entities within the framework of Dotkeeper’s services.
11. Premature expiry of the Agreement
In addition to what otherwise applies regarding right of termination in this Agreement, either party is entitled to terminate the Agreement with immediate effect if the other party significantly neglects its obligations according to the Agreement and neglected to take corrective action within thirty (30) days of receipt of request for this, initiates composition negotiations, cancels its payments, enters liquidation or is declared bankrupt.
Termination is to be made in writing without unreasonable delay after party in question has been informed of the circumstances cited in the grounds for termination.
In addition to the above, Dotkeeper is entitled to terminate the Agreement with immediate effect if the Customer, on its website, conveys, receives or sends information, images, video or audio recordings with criminal content or cause offense due to unethical, racist or pornographic content.
Fees paid in advance are only refunded in the event of early termination of the Agreement due to significant breach of the Agreement by Dotkeeper.
12. Responsibilities and limitation of liability
Dotkeeper’s liability for any damage caused to the Customer as a result of Dotkeeper’s error or negligence is limited to SEK 1 million. However, Dotkeeper’s liability does not include a reduction in or loss of production, sales, or profit, unfulfilled anticipated savings or other indirect damage or collateral damage.
Dotkeeper’s responsibility is limited to direct and final damage suffered by the Customer. This entails, for example, that Dotkeeper’s liability is to be reduced by that amount that the Customer can receive as a result of insurance, agreements or indemnity bond.
The preceding paragraph is not applied in the event of damage caused by Dotkeeper’s subcontractors. Instead, what applies is that Dotkeeper’s liability is limited to the amount that Dotkeeper receives from the subcontractor in accordance with the agreement with the subcontractor.
Dotkeeper is not liable for damage suffered by a third party because the Customer or third party used Dotkeeper’s work results or advice.
If Dotkeeper is liable for damage caused to the Customer together with other advisors or consultants, Dotkeeper’s liability is to be restricted to the same proportion as Dotkeeper’s share of the total fee.
13. Submission of claims
Any claim relating to services provided by Dotkeeper must be submitted in writing to Dotkeeper as soon as the Customer has become aware of the circumstances that serve as basis for the claim. Claims cannot be submitted more than twelve (12) months after the most recent of (i) the when the circumstances became known to the Customer or should have been known to the Customer, provided that the Customer has made reasonable investigations and (ii) the day on which the final invoice was issued for the assignment to which the claim pertains.
Regardless of the above, no claims can ever be made after the expiration of the period of time in the statute of limitations.
14. Disputes and choice of law
Swedish law is to be applied to this Agreement. Disputes resulting from this Agreement and its appendices will ultimately be decided through arbitration in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC will also determine whether the Arbitration Institute is to comprise one or three arbitration judges. The arbitration procedure is to be held in Malmö, Sweden, and will be conducted in the Swedish language. However, Dotkeeper is entitled to sue the Customer in a general court for payment arising from this Agreement.
This Agreement comprises the parties’ full agreement and replaces earlier agreements and/or commitments.
These General Terms and Conditions may be amended by Dotkeeper from time to time. The most recent version of the General Terms and Conditions is always available on Dotkeeper’s website. Amendments to the terms and conditions apply only to the assignments and services that are started after the amended version has been published on Dotkeeper’s website.
The conditions in this Agreement, together with amendments and additions to the Agreement that apply at any given time, are applied to all existing and future services that Dotkeeper provides to the Customer, unless the Parties agree otherwise in writing or other conditions explicitly derive from this Agreement.
SPECIAL SECTION – DOMAIN NAME SERVICES
The following words and expressions are to have the meaning below when they are written with an upper case first letter in the Agreement, including its appendices and these General Terms and Conditions – Special Section.
- Domain names/Domains: A domain name comprises several different elements; the top-level domain, second-level domain and subdomain. The various elements are separated by periods. The domain names exist to render it unnecessary to remember the numeric IP addresses used as “telephone numbers” between computers on the Internet.
- Domain name administrator: Company that is responsible for administration of Domain names, such as Dotkeeper.
- Domain name services: Collective term for the services that Dotkeeper offers and which are defined in the Agreement.
- New registration: Registration of a Domain that is vacant and available for registration.
- Registrar: Dotkeeper’s technical partners/wholesalers who conduct domain name registrations on behalf of Dotkeeper.
- Registry: Company or organization that is responsible for a certain top-level domain and/or subdomains, such as the Swedish Internet Foundation, which is responsible for the Swedish top-level domain, .se.WHOIS: Database where information on holders of Domain names are registered.
17. Domain name services content
Dotkeeper agrees to provide the Customer the Domain name services specified in the Agreement.
The Customer can, at any time, order additional Domain name services from Dotkeeper. However, Dotkeeper is always entitled to decline the assignment or parts thereof, regardless of the reason. If Dotkeeper does not accept the order, Dotkeeper must notify the Customer within ten (10) days of receipt of the order.
18. Local presence
If the Customer requests it or it is necessary in Dotkeeper’s assessment to have local presence in a certain country to maintain the Domain Name Services, an additional fee will be charged for this. The fee for local presence is invoiced at the same time as other annual and service fees.
Dotkeeper performs domain applications and other assignments in accordance with this Agreement based on the information provided by the Customer and the Customer is thus solely responsible for the accuracy of all information provided to Dotkeeper and that the application always corresponds with the policy of the relevant top-level domain administrator. The customer is also solely responsible for ensuring that the registration or use of the relevant Domain does not infringe on the intellectual rights or ownership rights of another party. In the event that incorrect information is provided, Dotkeeper is entitled at any time, in addition to other rights and obligations according to this Agreement, to immediately cancel the Customer’s specific Domain name service.
The Customer is obliged, continuously and without delay, to inform Dotkeeper of each change of any circumstance that constitutes the grounds for registration of the various Domain names that Dotkeeper administers and of all other circumstances that could affect the right to the Domain name in question.
The Customer agrees, at any time, upon request from Dotkeeper, to provide correct and reliable information relating to the relevant Domain name registrations and must immediately and not later than within fifteen (15) days of Dotkeeper’s request, provide Dotkeeper with such information. Failure to respond within fifteen (15) days to requests regarding the accuracy of such information that is provided in conjunction with the registration, the Domain name could be deregistered. Accordingly, Dotkeeper reserves the right, in addition to other rights and obligations according to this Agreement, to cancel registration of the Domain name in question if the Customer were not to meet the stated obligation.
20. Dotkeeper’s responsibilities
When new top-level or subdomains are created, the rules for registration that have been established by the Registry in question will apply. Dotkeeper is not responsible for notices of interest and suchlike under new top-level domains and/or subdomains lead to a New registration. Fees for such notices of interest are not refunded regardless of whether they result in New registration. Nor is Dotkeeper responsibility for the inability to complete New registrations if this is attributable to a third party having registered the Domain name prior to Dotkeeper implementing the New registration.
When Domains are transferred to or from Dotkeeper, Dotkeeper is not liable for ensuring that the Domains do not expire during the time required to implement such a transfer.
Dotkeeper is not liable for third-party infringement or other unauthorized use of the Customer’s property (e.g. hacker attacks), any restrictions to the Customer’s use of the Domains or corruption/loss of information caused by stoppage, other technical disruption or unauthorized use of the portals and/or servers of Dotkeeper, its partners or Registry.
Dotkeeper is not responsible for the consequences of late payment or non-payment to the Customer’s Registrar if the Customer is in arrears in its payment to Dotkeeper.
Dotkeeper is not liable for the consequences of measures/lack of measures resulting from erroneous information contained in registers, lists and other information provided by a third party and which Dotkeeper could use in the provision of its services.
21. The Customer’s responsibilities
The Customer is responsible for ensuring that all Domain names are continuously renewed with their existing provider until the domains have been transferred to Dotkeeper and Dotkeeper accedes as Domain name administrator.
In addition, the Customer agrees to accept all conditions placed by each top-level domain administrator.
The Customer is responsible for ensuring that the contact information provided is updated and that Dotkeeper, as well as the Registry, Registrar and other subcontractors can contact the Customer at any given time using the contact information provided.
The Customer agrees to indemnify Dotkeeper and, in the event of disputes, to support Dotkeeper, its partners and Registry, as well as the named parties’ Board of Directors, officers, other employees and contractors, regarding all forms of demands, compensation, remuneration, costs and expenses (also including legal representation costs and fees) that may arise as a result of the Customer’s breach of the Agreement and its obligations according to the Agreement (such as, but not limited to, infringement of third-party rights) and/or resulting form or in any other way relating to registration and other measures pertaining to the Customer’s Domain name and the information made available through use of the Customer’s Domain name. This obligation also apples after the Agreement has ceased to apply.
If the Customer has not transferred payment by the due date at the latest and if full payment has not been made not later than ten (10) days after a reminder has been sent to the Customer, Dotkeeper is entitled, at its own discretion, to cancel the registration of the Domain name(s) in question, remove the auto-renewal, and to remove redirect, meaning that the Customer’s website will cease to function. Dotkeeper is then also discharged from its other obligations under the Agreement.
23. Termination of individual Domain name registration
The Customer is always entitled, with thirty days’ (30) written notice, to terminate one or more of its Domain name registrations and/or transfer the Domain names to another Registrar or domain name administrator. In its notice of termination, the Customer must specify which Domain name(s) is(are) to be terminated. However, the notice of termination of Domain names does not exempt the Customer from their payment responsibility and does not entitle the Customer to a refund of the fees for the remaining contractual periods.
The termination of individual Domain name registration is to be made in writing by e-mail to info@Dotkeeper.com or by letter and must be submitted to Dotkeeper not later than thirty (30) days after the annual invoice issued by Dotkeeper comprising the Domain name registration(s) in question, after which Dotkeeper is released form its obligations according to the Agreement in relation to the relevant Domain name. If the Customer’s termination is received later than thirty (30) days after the issue of the invoice, the contractual period is extended for the Domain name in accordance with this Agreement and to avoid misunderstanding, also in the event that a new annual invoice is issued that pertains to the same period.
24.Special information on personal data
Dotkeeper will process personal data for contact persons at Customers, who are legal entities for the purpose that such contact persons can be registered in Dotkeeper’s internal customer system and in the WHOIS register to enable the implementation of Domain name services and the invoicing of these. The Customer agrees, on request, to provide Dotkeeper, the Registrar and Registry with the necessary personal data for registration and for publication in the WHOIS register.
These personal data will be supplied to the Registrar and technical partners that Dotkeeper engages for the implementation of certain Domain name services, Registry, and to a certain extent to be generally available via the Internet in the WHOIS register.
The Customer must ensure that the contact persons are informed about Dotkeeper’s processing of the contact persons’ personal data and refer them to Dotkeeper’s Integrity Policy for further information. Dotkeeper’s Integrity Policy is available at www.dotkeeper.com/integritetspolicy.
The client agrees to comply with the rules applicable at any given time in accordance with the alternative dispute resolution policies established by each top-level domain administrator. For generic (.com., .net, .org, .info, .biz, .mobi, etc.) domains, the “Uniform Domain Name Dispute Resolution Policy” currently applies and is available at http://www.icann.org/udrp/udrp-policy-24oct99.htm.