Terms and conditions

Use of IMS Procurement

PREAMBLE

  1. 1. These general terms and conditions (the “Terms and Conditions” shall apply to the use of the IMS Procurement Service (the “Service”) as provided by Limina AB, org. no. 556982-5713 (the “Limina”). By using the Service, you confirm that you have read and understood these Terms and Conditions and agree to be bound by them.

ACCESS, USE AND FUNCTION OF THE SERVICE

  1. 2. Subject to these Terms and Conditions, Limina hereby grants you the right to use the Service.
  2. 3. The Service is an online service that helps investment managers structure procurement processes of investment management systems and related systems.
  3. 4. The Service is provided free of charge.
  4. 5. Limina reserves the right to at any time, at Limina’s discretion, make changes to the Service, including changes in the functionality of the Service.
  5. 6. In order to access the Service, you must create a personal account. The account is protected by a password of your choosing. The password is personal and shall be kept confidential.
  6. 7. Limina reserves the right to restrict your access to the Service if there is reason to believe that the Service is being used in breach of these Terms and Conditions, in breach of any law or if the Service in any way is being used in a way which could cause detrimental effect to Limina and/or Limina’s suppliers or partners.
  7. 8. Use of the Service is restricted to use in relation to businesses, meaning that Limina does not provide the Service to consumers. By using the Service, you confirm and warrant that you shall only use the Service in relation to your business and not for personal use.
  8. 9. Limina shall ensure the functionality, security and access to the Service, and shall take reasonable precautionary measures to prevent any down-time and/or unauthorized access to the Service. However, you hereby acknowledge and confirm that your use of the Service may, from time to time, be restricted due to malfunctions.

FORCE MAJEURE

  1. 10. Limina shall be entitled to suspend performance of the Services to the extent that such performance is impeded or made unreasonably onerous by “Force Majeure”, meaning any of the following circumstances: industrial disputes and any other circumstance beyond the control of Limina, such as fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power, currency and export restrictions, epidemics, natural disasters, extreme natural events, terrorists acts and defects or delays in deliveries by sub-contractors caused by any such circumstance referred to in this Clause.

LIMITATION OF LIABILITY

  1. 11. The Service is provided on an as-is-basis. Save as for what is specifically stated in these Terms and Conditions and in any agreement between you and Limina, Limina shall not be liable for any damages arising from your use of the Service.
  2. 12. You are solely responsible for keeping your account and password confidential. Limina shall in no way be liable for any damages arising from third-party access to your account.
  3. 13. In no event shall Limina be liable for any loss of production, loss of profit, loss of use, loss of contracts or for any other consequential or indirect loss whatsoever arising from, or in connection with, use of the Services.

INTELLECTUAL PROPERTY RIGHTS

  1. 14. All Intellectual Property Rights, meaning any copyright, trademarks, design rights, patents, database rights and any other intellectual property rights, whether registered or unregistered, belonging to Limina and through which the Service is made available to you shall remain the sole and exclusive property of Limina and you are not entitled to use, modify or in any other way utilize, nor claim any rights whatsoever in, such Intellectual Property Rights other than what is specifically stated in these Terms and Conditions.
  2. 15. Limina hereby grants you a non-exclusive license to use or otherwise exploit any Intellectual Property Rights included in the Service for the purpose of using the Service as described in these Terms and Conditions and as otherwise communicated to you by Limina.
  3. 16. Limina may, at its own discretion, at any time revoke the aforementioned license to use the Service if there is reason to believe that the Service is being used in breach of these Terms and Conditions or in breach of law, or otherwise in a way which may be detrimental to Limina and/or the Service.

CONFIDENTIALITY

  1. 17. You hereby acknowledge and confirm that the existence, and your use, of the Services shall be kept confidential. You shall not disclose the contents, function, existence or any other information regarding the Service to any third-party.

PERSONAL DATA

  1. 18. Any data processed through your use of the Service, will be encrypted and unavailable to Limina. However, although encrypted, any personal data, meaning any information on an identifiable physical person, provided by you in relation to your use of the Service may result in Limina’s processing of such personal data.
  2. 19. You hereby warrant that any personal data provided by you is processed in compliance with law, including but not limited to the European General Data Protection Regulation (GDPR). In the event Limina is held liable for any processing of personal data in relation to your use of the Service, you hereby undertake to hold Limina harmless from any damages, including reasonable attorneys’ fees, incurred by Limina.

AMENDMENTS AND WAIVERS

  1. 20. These Terms and Conditions may be amended from time to time by Limina. In the event of material changes to these Terms and Conditions, Limina shall notify you prior to such amendments taking effect.
  2. 21. In no event shall any delay, failure or omission of Limina in enforcing, exercising or pursuing any right, claim or remedy under these Terms and Conditions be deemed as a waiver thereof, unless such right, claim or remedy has been expressly waived in writing.

DISPUTES AND APPLICABLE LAW

  1. 22. Any dispute, controversy or claim arising out of or in connection with your use of the Service or these Terms and Conditions, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “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 shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
  2. 23. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.
  3. 24. The Parties agree not to disclose any information obtained in connection with the arbitration proceedings (including all communications, decisions and rulings in the arbitration proceedings) to any third party unless the other Party has given its written consent to disclose such information or if required to do so by law or other binding regulations.