NetClean GENERAL CONDITIONS FOR CLOUD SERVICES (version 2025:1)
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GENERAL
1. DEFINITIONS
Unless the context explicitly suggests otherwise, the
following words and expressions shall have the
meaning stated below:
"the Agreement" shall mean the specific Customer
Agreement, or any other agreement, referring to
and including these General Conditions.
“Cloud Service(s)” shall mean [NetClean ProActive,
which NetClean, pursuant to the Agreement, shall
make available to the Customer over the internet.
“Computer Agent” shall mean NetClean ProActive
to be installed on the Customer’s devices to enable
the Cloud Service.
"Customer" shall mean the organisation specified as
Customer in the Agreement.
“Customer Data” shall mean any data, content,
information and other materials that Customer
submit to the Cloud Services.
"Date of Delivery" shall mean the date when
NetClean or Partner, at the latest, shall make the
Cloud Service available to the Customer.
"Day(s)" shall mean calendar day(s).
“DPA” shall mean NetClean's Data Processing
Agreement outlining the terms and conditions
under which personal data is processed for the
purpose of providing the Cloud Service.
"Force Majeure Event" shall mean an event which is
caused by an event beyond the reasonable control
of a Party; and which could not have been
prevented by commercially reasonable precautions,
alternative sources, workaround plans, or other
means.
"Intellectual Property Rights" shall mean all present
and future rights, title and interest whatsoever
whether legal or beneficial anywhere in the world in
the copyright and in any registered designs,
unregistered design rights, trademarks (whether or
not registered), goodwill, rights or protections
equivalent or similar to copyright (including all
moral rights), topography rights, patents, database
rights, know-how, trade secrets, and other
intellectual property rights.
"License Term" shall mean the Agreement dates
(from – to) specified in the Agreement and any
automatic renewal term following the initial term of
the Agreement as long as the Agreement has not
been terminated.
"NetClean" shall mean NetClean Technologies AB
with registered number 559016-9040 and with
domicile in Gothenburg, Sweden.
"Partner(s)" shall mean an, by NetClean appointed,
authorised distributor, authorised agent or
authorised reseller of NetClean System specified in
the Agreement.
"Party/Parties" shall mean Customer or
NetClean/Partner by themselves or in conjunction.
"Product Specifications" shall mean the written
product specifications presented to the Customer in
direct relation to negotiations before entering into
the Agreement.
"Regulatory Requirements" shall mean the national
and international regulatory approvals, processes,
requirements and other procedures with which
NetClean and/or the Customer must comply.
"Revision(s)" shall mean releases and versions of
the Software that incorporate coding error fixes
and/or new functionality.
"SLA" shall mean NetClean's Service Level
Agreement defining the details of the services
provided.
"Software" shall mean the functionality
implemented as software as a service in the Cloud
Service and the Computer Agent, and/or SaaS API.
Copyright © 2015-2025 NetClean Technologies AB, Reg. no. 559016-9040 VAT no. SE559016904001 DUNS no: 352801748
Hälsingegatan 10, 414 63 Gothenburg, Sweden, Tel: +46 31-719 08 00, http://www.netclean.com
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2. 2.1 2.2 2.3 2.4 2.5 PROVISION OF THE CLOUD SERVICE
Upon the Date of Delivery, NetClean shall
make the Cloud Service available for use
by the Customer over the internet.
NetClean will make the Cloud Service
available to the Customer as described in
the SLA. The Cloud Service will be
performed and provided materially in
accordance with the SLA. NetClean may
at its sole discretion sub-contract the
performance of any and all of its
obligations under the SLA.
The Software belongs to, or is licensed to,
NetClean and NetClean shall, pursuant to
Article 7, retain on behalf of itself, or the
original owner, title to any Intellectual
Property Rights.
The Customer is granted a non-exclusive
right to access and use the Cloud Service
in accordance with the conditions in the
Agreement.
The Customer may not transfer or sub-
license the right to use and access the
Cloud Services with exception of transfer
as defined in this article. The right to use
and access the Cloud Service may be
totally transferred to a subsidiary (with
more than fifty (50) percent ownership) if
NetClean is notified immediately, and the
new customer confirms acceptance in
writing of the rights and obligations of
the Agreement and these General
Conditions.
(a) to provide, maintain, develop,
update and/or improve the Cloud
Service;
(b) to prevent or address service,
security, support or technical
issues; and
(c) as required by law.
3.3 NetClean may authorize subcontractors
to use the Customer Data for the above
limited purpose.
3.4 Customer shall have the sole
responsibility for the accuracy, quality,
integrity, legality, reliability, and
appropriateness of the Customer Data,
and shall be responsible for obtaining all
necessary rights and permissions to
enable and grants such rights and
permissions to NetClean as stated in this
Article 3.
4. CHANGES
4.1 4.2 NetClean may, without prior notification
to the Customer, make changes to the
Cloud Service or the method of providing
it, which evidently may not cause the
Customer more than minor
insignificance.
NetClean may implement changes to the
Cloud Services that are needed in order
for NetClean to (i) comply with any
applicable laws and regulations; (ii)
comply with any decision or order by an
competent authority; or (iii) ensure an
adequate IT- and cybersecurity in
relation to the Services.
3. CUSTOMER DATA
3.1 3.2 Customer and its licensors will retain any
and all rights to, and continue to control
and manage, all of the Customer Data.
Subject to these General Conditions,
Customer grants NetClean a non-
exclusive license to access, use, transfer,
process, host, copy, distribute, perform,
export and display the Customer Data,
only as necessary;
5. WARRANTIES
5.1 NetClean’s warranties
5.2 The Customer is aware of the fact that all
software contains unexpected errors and
defects and when delivered the Software
may contain such errors or defects.
Copyright © 2015-2025 NetClean Technologies AB, Reg. no. 559016-9040 VAT no. SE559016904001 DUNS no: 352801748
Hälsingegatan 10, 414 63 Gothenburg, Sweden, Tel: +46 31-719 08 00, http://www.netclean.com
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5.3 NetClean shall use commercially
reasonable efforts to meet the
availability levels specified in the SLA.
5.4 NETCLEAN DISCLAIMS ALL OTHER
WARRANTIES EXPRESSED OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
5.5 Customer’s warranties
5.6 Customer shall be responsible for
assuring
a. that Regulatory Requirements
are met for using the Cloud
Services in the country of which
the Customer conducts its
business, and
b. the accuracy of the input data,
and
c. proper use of the Cloud Service.
6. SUPPORT
6.1 6.2 NetClean and their Partner (acting under
the Agreement) support only the Cloud
Service, and any other NetClean product.
For support regarding other products
please refer to the respective supplier.
NetClean and their Partners reserves the
right to cease support of older Revisions
of the Software with twelve (12) months'
published notice in advance (so called
End-of-Life period) and also to alter
specifications and features of the
Software in future Revisions, although
not in contradiction to the main objective
of the functionality as expressed in
Product Specifications.
7.2 Infringement
7.3 NetClean warrants that the use of the
Cloud Service and the exercise of the
right to access and use the Cloud Service
acquired and/or to be acquired under
this Agreement do not and will not
violate the intellectual property rights of
any third party. NetClean shall indemnify,
defend and hold harmless the Customer
from and against all claims, damages,
costs and expenses arising from any claim
that the Cloud Service or use of the Cloud
Service infringes any third party's
Intellectual Property Rights, provided
that the Customer has promptly given to
NetClean written notice of such claim;
has provided to NetClean all reasonable
assistance in defending against such
claim; and has permitted NetClean
complete control of the defense or
settlement of such claim. Where,
following legal proceedings and/or
negotiations as described in this article,
an infringement is established or
acknowledged, NetClean shall, at its own
expense and option either:
a. procure for the Customer the
right to continue the use of the
Cloud Service;
b. replace the same with non-
infringing Cloud Service of
equivalent function and
performance; or
c. modify the Cloud Service so that
it becomes non-infringing
without materially detracting
from function or performance.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 NetClean and NetClean’s licensors hold
all rights, including Intellectual Property
Rights, to the Cloud Service and any
Software included in the Cloud Service.
8. ACCEPTANCE AND TESTING
8.1 If not otherwise specifically agreed in the
Agreement, the Cloud Service is
considered accepted on the Date of
Delivery. Any testing of compatibility
with the Customer's system shall be
performed before the Date of Delivery.
Copyright © 2015-2025 NetClean Technologies AB, Reg. no. 559016-9040 VAT no. SE559016904001 DUNS no: 352801748
Hälsingegatan 10, 414 63 Gothenburg, Sweden, Tel: +46 31-719 08 00, http://www.netclean.com
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9. STATISTICS
9.1 For development purposes NetClean may
use aggregated incident and user
interaction information, as long as
identification of the Customer or any
individual end-user is not possible.
10.4 10.5 MISCELLANEOUS
10.6 10. PRICE AND PAYMENT TERMS
(applicable if not sold via a partner)
10.1 10.2 10.3 Prices and fees in the Agreement are
exclusive VAT and any other taxes at
present or added in the future. Prices are
fixed and, if not otherwise stated, in euro
(EUR).
a. Within Sweden: Invoice will
include Swedish VAT
(mervärdesskatt).
b. Within EU, except Sweden: If a
valid VAT-number is supplied to
NetClean, the invoice will NOT
include Swedish VAT.
c. World export excl. EU: The
invoice will not include any
Swedish VAT, however the
invoice can be subject to custom
taxes and VAT in the receiving
country (and such tax and VAT is
the responsibility of the
Customer).
Prices are valid for each calendar year
and NetClean may change prices for each
new calendar year. For any such change
in price to be valid NetClean shall inform
the Customer by the latest two (2)
months before the new prices shall take
effect.
All payments for the Cloud Service shall
for Agreement year 1 be made within
thirty (30) Days after the latter of the
date of the invoice and agreed Date of
Delivery and for the Agreement year 2
and onwards shall be made within thirty
(30) Days after the latter of the date of
the invoice or Day 1 of the respective
forthcoming period.
All payments for other services and
products other than the Cloud Service
shall be made by the latest thirty (30)
Days after the date of the invoice.
For any late payments NetClean is
entitled to penalty interest at the rate of
twelve (12) percent per annum until full
payment.
If the Customer is late with a payment
more than thirty (30) Days after the
Customer has been notified by NetClean
about the late payment, NetClean may
immediately stop the provisioning of the
Cloud Services and/or in writing
terminate the Agreement in its entirety
with immediate effect. If NetClean
terminates the Agreement NetClean is
entitled to compensation for products
and services delivered and damages,
including full payment of any outstanding
fee for the remaining time of the
Agreement term.
11. LIMITATION OF LIABILITY
11.1 Under no circumstances shall NetClean
or its Partner be liable to the Customer
for cost of replacement products or
services, loss of profit, loss of production,
loss of business, loss of use, loss of data,
loss of information or any indirect,
incidental, unforeseen or special
consequential damages being the result
of the sales, use or inability to use the
Cloud Service or any other NetClean
products or services, or for a claim from
an employee or any third party being
accused, fairly or unfairly, of vising sites
with, or possession of, child sexual abuse
material or similar, even if NetClean
being informed about the risk for such
damages. The above limitation is not
applicable regarding injury to person to
the extent it can not be excluded by
applicable law.
11.2 NetClean's liability for damages shall,
with the exception of intent or gross
Copyright © 2015-2025 NetClean Technologies AB, Reg. no. 559016-9040 VAT no. SE559016904001 DUNS no: 352801748
Hälsingegatan 10, 414 63 Gothenburg, Sweden, Tel: +46 31-719 08 00, http://www.netclean.com
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11.3 negligence, always be limited to direct
damage up to the lower of the following
two amounts; an amount equivalent to
the average annual license fee value
under the Agreement or EUR 50,000.
NetClean and their Partners are not liable
for any claims due to the Cloud Service’s
breach of Regulatory Requirements
under which the Customer operates.
government, EU government and other
governments and also import restrictions
by certain foreign governments. The
Customer will not, and will not permit
any third-party, to export or permit the
export or re-export of any part of the
Computer Agent in violation of such
restrictions.
12. ASSIGNMENT
12.1 12.2 NetClean and their Partners may without
the Customer's approval assign the right
to payments.
Neither Party shall have the right to
assign, with the exception of article 2.5
and 13.1, the Agreement or any right
herein without the prior written consent
of the other Party.
14. CONFIDENTIALITY
(Applicable if no separate mutual non-disclosure
agreement is in place between the Parties giving
no lesser than the below described rights for
NetClean)
14.1 13. COMPUTER AGENT TERMS
13.1 13.2 13.3 13.4 The Computer Agent will be made
available to the Customer for download
on the Date of Delivery.
The Customer’s use of the Computer
Agent is subject to, in addition to the
terms of these General Conditions where
applicable, the terms set forth in
NetClean’s ProActive End User License
Agreement.
The Customer is hereby granted a non-
transferable and non-exclusive license,
without right to sub-license, but with
right to use (load, transmit, execute,
store or display) the Computer Agent in
accordance with the terms of NetClean’s
ProActive End User License Agreement.
The Customer is entitled to Revisions of
the Computer Agent during the License
Term.
13.5 Customer acknowledges that the
Computer Agent may contain technology
that is subject to export restrictions by
the United States government, Swedish
In performance of its obligations, each
Party may have access to confidential
information owned or controlled by the
other Party, for example any financial
information, trade secrets, customer lists
or other information which it may from
time to time receive or obtain (orally or
in writing or in disc or electronic form) as
a result of entering into or performing its
obligations pursuant to the Agreement or
otherwise, relating to any of the Parties,
which is not in the public domain. Each
Party shall keep all such confidential
information in strict confidence and
undertakes not to use the confidential
information outside the scope of the
Agreement, unless:
a) required to do so by law or pursuant
to any order of court or other
competent authority or tribunal;
b) required to do so by any applicable
stock exchange regulations or the
regulations of any other recognized
marketplace;
c) such disclosure has been consented
to by the other Party in writing (such
consent not to be unreasonably
withheld); or
d) the information is disclosed to its
professional advisers who are bound
to such Party by a duty of confidence
Copyright © 2015-2025 NetClean Technologies AB, Reg. no. 559016-9040 VAT no. SE559016904001 DUNS no: 352801748
Hälsingegatan 10, 414 63 Gothenburg, Sweden, Tel: +46 31-719 08 00, http://www.netclean.com
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which applies to any information
disclosed.
14.2 If a Party becomes required, in
circumstances contemplated by (a) or (b)
to disclose any information, the
disclosing Party shall use its reasonable
endeavours to consult with the other
Party prior to any such disclosure
14.3 Upon the disclosing Party's request all
confidential information disclosed to the
receiving Party shall be returned to the
disclosing Party or shall be destroyed
according to the disclosing Party's
instructions. The receiving Party shall
comply with such request within thirty
(30) Days and shall upon request confirm
in writing that it has complied with its
obligation.
14.4 Nothwithstanding the foregoing, the
receiving Party may retain copies of
confidential information (a) that are
securely stored in archival or computer
back-up systems or (b) to meet legal or
regulatory obligations, or (c) in
accordance with bona fide record
retention policies, subject to this
Agreement’s terms.
immediately cease use of the Cloud
Service.
16. DATA PROTECTION
16.1 If NetClean's provision of the Cloud
Service involves processing of personal
data, as defined in the General Data
Protection Regulation (EU) 2016/679
(GDPR), on behalf of the Customer, the
DPA in Attachment 4 shall apply.
17. PURCHASE ORDER
17.1 It will not affect the terms of the
Agreement if Customer issues purchase
orders, not defined in the Agreement, to
be able to process deliveries and/or
invoices.
15. TERMINATION
15.1 15.2 The Agreement shall terminate thirty
(30) Days after written notification by the
non-breaching Party, at the non-
breaching Party's option, if the other
Party is in breach of a material part of the
Agreement. If the Agreement is
terminated by NetClean the Customer
shall immediately cease use of the Cloud
Service.
If Customer, at least three (3) months
before end of the License Term, chooses
to cancel any automatic renewal defined
in the Agreement and done so in writing
to NetClean or their Partner, the
Agreement is terminated at the end of
the License Term and Customer shall
18. WITHHOLDING TAX (WHT)
18.1 18.2 18.3 As long as the NetClean income arising
out of the Agreement, which is derived
from the provision of Cloud Services, is
not subject to withholding tax under any
tax treaty convention between Sweden
and the country of the Customer, no
withholding tax shall be deducted from
any payment to NetClean.
Upon request from the Customer,
NetClean will provide to the Customer a
tax certificate certifying its status as
taxpayer in Sweden.
If any portion of NetClean's income
arising out of this Agreement, is or
becomes subject to withholding tax
under applicable tax treaty convention
between Sweden and the country of the
Customer, such amounts will be
deducted from payment to NetClean. In
such event, the Customer shall provide to
NetClean a tax certificate from the tax
authority, establishing the fact that tax
has been withheld by the Customer and
paid to the tax authority, so as to avoid
double taxation.
Copyright © 2015-2025 NetClean Technologies AB, Reg. no. 559016-9040 VAT no. SE559016904001 DUNS no: 352801748
Hälsingegatan 10, 414 63 Gothenburg, Sweden, Tel: +46 31-719 08 00, http://www.netclean.com
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19. NO WAIVER
19.1 Neither Party will be deemed to have
waived any of its rights under the
Agreement by lapse of time or by any
statement or representation other than
(i) by an authorized representative and
(ii) in an explicit written waiver. No
waiver of a breach of the Agreement will
constitute a waiver of any prior or
subsequent breach of the Agreement.
the other Party of such circumstances
and estimate how long the Party
reasonably expects the postponement to
last.
21. SURVIVAL
21.1 After expiration of the Agreement the
following articles in these general
Conditions shall survive; 2.3, 5.4-5.6, 11,
14, 22, 23, and 24.
20. FORCE MAJEURE
20.1 20.2 Neither Party shall be liable for any loss
incurred by the other Party, to the extent
that the loss is caused by a Force Majeure
Event, however, only to the extent that
the suffering Party has used all
reasonable endeavours to remove, avoid
or overcome such Force Majeure Event
without undue delay.
In the event that a Party is prevented
from performing its obligations as a
consequence of a Force Majeure Event,
the performance may be postponed until
such time as the impediment no longer
exists or can reasonably be overcome.
The Party suffering from the above
circumstances shall immediately inform
22. GOVERNING LAW
22.1 The Agreement will be governed by the
laws of Sweden.
23. DISPUTE
23.1 Any dispute, controversy or claim arising
out of or in connection with the
Agreement, or the breach, termination or
invalidity thereof, shall be finally settled
by arbitration in accordance with the
Rules for Expedited Arbitrations of the
Arbitration Institute of the Stockholm
Chamber of Commerce. If the amount in
dispute is not above EUR 15,000, the
dispute shall be handled by a court in
Sweden.
Copyright © 2015-2025 NetClean Technologies AB, Reg. no. 559016-9040 VAT no. SE559016904001 DUNS no: 352801748
Hälsingegatan 10, 414 63 Gothenburg, Sweden, Tel: +46 31-719 08 00, http://www.netclean.com
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