Sprow General Terms of Service

1. Introduction
   These General Terms and Conditions (“Terms”) apply to all services (“Services”) provided by Sprow (“Provider”) to you (“Customer”). By accessing or using the Services, the Customer agrees to be bound by these Terms.
   
2. Definitions

• “Service” refers to Sprow’s cloud-based platform, including any Add-ons, functionalities, and consulting services provided.
• “Customer Data” means any data, information, content, records, and files that the Customer (or any of its users) loads, transmits to, or enters into the Service.
• “Users” are individuals authorized by the Customer to use the Service, for whom licenses have been purchased.
• “Add-ons” are additional features, services, or capabilities that can be added to the Service.
• “Consulting Services” refers to additional professional services provided by Sprow, not included in the standard Service offering.
• “Agreement” encompasses these Terms, the Main Agreement (including any Service Orders), and any other addendums or documents incorporated by reference.
  

3. Service Provision
   1. Sprow provides a standardized, cloud-based service designed to meet the Customer’s operational needs. The Service includes various functionalities selected by the Customer at the time of subscription or thereafter.
   2. The Service is subject to ongoing updates and improvements. Sprow reserves the right to modify, suspend, or discontinue any aspect of the Service at its discretion.
      
4. Use of the Service
   1. The Customer is granted a non-exclusive, non-transferable right to use the Service for its internal business operations subject to these Terms.
   2. The Customer may purchase Add-ons or additional licenses as required. The scope and usage rights for such purchases will be as defined in the Agreement.
      
5. Customer Obligations

1. The Customer must maintain the confidentiality of user IDs and passwords and is responsible for all activities that occur under its account.
2. The Customer is responsible for ensuring that its use of the Service complies with all applicable laws and regulations.

6. Fees and Payment
   1. Fees for the Service and any Consulting Services shall be as specified in the Agreement or, if not specified, as per Sprow’s then-current price list.
   2. Payment terms are net thirty (30) days from the invoice date unless otherwise agreed in writing. Late payments may incur additional charges.
      
7. Data Protection
   1. Each party will comply with its obligations under applicable data protection laws. Sprow will process Customer Data only in accordance with the Customer’s instructions.
   2. The parties will enter into a Data Processing Agreement, which forms part of the Agreement, setting out their respective obligations under data protection laws.
      
8. Intellectual Property
   1. The Customer retains all rights to its data. Sprow retains all rights to the Service, including all intellectual property rights in the Service and any improvements or modifications.
      
9. Confidentiality
   1. Both parties agree to treat all confidential information received from the other party as confidential, not to use it except as expressly permitted, and to protect it with the same degree of care as each party uses to protect its own confidential information.

10. Limitation of Liability
    1. Except for breaches of confidentiality, infringement of the other party’s intellectual property rights, or as otherwise provided under applicable law, neither party shall be liable for indirect, special, incidental, consequential, or punitive damages of any kind.
       
11. Term and Termination
    1. The Agreement commences on the Effective Date and continues until terminated by either party in accordance with the Agreement’s terms.
    2. Either party may terminate the Agreement if the other party materially breaches the Agreement and does not cure such breach within thirty (30) days after receiving written notice.
       
12. Amendments
    1. The Agreement may only be amended in writing, signed by both parties, except as otherwise provided in these Terms.
       
13. Governing Law and Dispute Resolution
    1. This Agreement is governed by the laws of the jurisdiction in which Sprow is incorporated, Sweden, without regard to its conflict of laws principles.
    2. Any disputes arising out of or in connection with this Agreement will be resolved through arbitration or in the courts located in Sprow’s jurisdiction, Sweden.
       
14. Miscellaneous
    1. These Terms, together with the Main Agreement and any other documents referenced herein, constitute the entire agreement between Sprow and the Customer regarding the subject matter hereof.
    2. If any provision of these Terms is found to be unenforceable, the remainder will remain in full force and effect.