Software as a service terms

These Software as a Service Terms (the “Terms”) govern the Customer’s use of the Service, which is the property of Service Provider, Voxeltool Global AB a limited liability company incorporated under the laws of Sweden with corporate registration number 559431-2208 (the “Service Provider”). The Service Provider and the Customer may hereinafter also jointly be referred to as the “Parties” and individually as the “Party”.

By completing and submitting the sign-up of the service and/or logging in to, Customer acknowledges and agrees to be bound by these Terms.


1.1 ”Agreement” shall mean the signed application form together with these Terms including all appendices hereto.

1.2 ”Effective date” shall mean the date when the Customer has submitted the application form. 

1.3 “Contact Person” shall mean the person or persons, employed by the Customer, appointed by for managing the contact with Service Provider.

1.4 “Content” shall mean any materials, such as text, links, videos, images and other data, uploaded to the Service by the Customer. 

1.5 “Interface” shall mean the web based interface provided by Service Provider through which the Customer may access the Services. 

1.6 “Service” shall mean the use of the Software provided as a service by the Service Provider as well as Support. 

1.7 “Service Fee” shall mean the fee for the Services payable by the Customer, as set out in the sign-up and pricing page. 

1.8 “Software” shall mean Service Provider’s Voxeltool, which can be used for, among other things, search engine optimization, market analyses, content plans and follow up by rank tracking.

1.9 “Specification” shall mean the detailed written description of the Service, in the version, which is available at Service Provider’s website, and

1.10 “Support” shall mean Service Provider’s support services.

1.11 “Territory” shall mean the whole World. 

1.12 “Updates” shall mean published corrections of the Software provided to the Customer.

1.13 “Upgrades” shall mean published versions of the Software including new or better functionality provided to the Customer.

1.14 “Trial Period” shall mean the 30-day period during which the Service is provided free of charge. 


2.1 Subject to the terms and conditions of the Agreement, the Customer is hereby granted a non-exclusive, non-transferable, limited license, within the Territory, to access and use the Service for the Customer’s internal purposes. The Service may only be used by the number of users for which the Customer has paid the Service Fee and in accordance with the other terms and conditions of the Agreement.

2.2 The Customer may not use, copy or otherwise transfer the Software, or part thereof, except as expressly permitted by the Agreement. The Customer may under no circumstances alter, develop or make additions to the Software.

2.3 The Customer may not sub-license, rent, lend or otherwise permit anyone other than the Customer and its Authorized Users, directly or indirectly, with or without remuneration, dispose of or otherwise access the Service or use the Software.

2.4 The Customer may not decompile or reverse engineer the Software or by any other means try to recreate the source code of the Software or make copies for archival or disaster recovery purposes, other than as by, at each time, mandatory law.

2.5 Any proprietary rights notices on the Software, or the media by which the Software is made available, regarding patents, copyright, trademarks or other intellectual property rights may not be altered or removed by the Customer.


The Service is cloud based and provided via the Internet and actual availability is hence dependent on factors outside of Service Provider’s control. The Service Provider shall strive to keep the Service available. However, Service Provider makes no guarantee with regards to such availability.


4.1 Where Customer has signed up for a 30-day trial version of the Service, the Customer will receive access to the trial version of the Service free of charge during the Trial Period. During the Trial Period, the Service is provided as is and Service Provider makes no undertakings as regards availability of the Service, freedom from defects or otherwise. Customer is not entitled to any Support during the Trial Period.

4.2 In order to continue using the Service after expiry of the Trial Period, Customer is required to sign up for the paid Service in one of the available versions. 

4.3 If Customer has not signed up for a paid version of the Service upon expiry of the Trial period, Customer’s account will be closed. Customer will be notified and requested to sign up for a paid for version. If Customer does not sign up for such Service, all Content in Customer’s account will be deleted.    

4.4 Service Provider assumes no liability for any loss you may incur due to your use of the Service during the Trial Period. 


5.1 Service Provider or its Service Provider owns, with the exception of third-party products, all rights, including intellectual property, to the Software, including but not limited to patents, copyrights, design rights and trademarks, and nothing in the Agreement shall be interpreted as a transfer of such rights, or part of such rights, to the Customer. 

5.2 The Customer is only granted the limited right to use the Service and license to the Software as specifically set out in the Agreement.


6.1 As consideration for the Service, the Customer shall pay the Service Fee as set out on the application from. 

6.2 The fees and charges are stated exclusive of value-added tax, which shall be borne by the Customer.

6.3 The Service Fee can be revised with a 30-day notice period.


7.1 The Service Fee shall be paid in accordance with the Agreement.

7.2 The Service Fee is paid by card in Stripe.

7.3 In the event of late payment, any unpaid amount shall bear interest in accordance with the Swedish Interest Act. Furthermore, Service Provider may upon written notice to the Customer suspend the Service until full payment of any outstanding amount has been made.


8.1 The Customer is aware that the use and processing of personal data within the meaning of the applicable data protection legislation, in particular and as far as applicable the EU General Data Protection Regulation (“EU-GDPR”) may require the prior consent of the affected persons and/or the registration of the relevant database with a domestic or foreign authority. 

8.2 If Service provider acts as the data processor, Service provider shall process the customer data solely on behalf of and/or according to the instructions of the Customer. The processed data is used to provide the Software and is handled in accordance with Service Providers Privacy Policy ( The Customer remains responsible for the lawfulness of the collection, processing and use of the Customer data in accordance with the applicable legal regulations, in particular pursuant to EU-GDPR and DSG. Therefore, service provider provides the Customer with the opportunity to sign a Data Processing Addendum (“DPA”), which then forms an integral part of the contractual relationship between service provider and the Customer.

8.3 If service provider acts as the data controller, service provider shall process the Customer data to provide the Software and the processed data is handled in accordance with service provider‘s Privacy Policy (


9.1 Service Provider may appoint an independent auditor to, within reasonable time and not more than fourteen (14) days after the Customer has received a written notice from Service Provider, during the Customer’s normal working hours conduct an audit to determine the Customer’s compliance with these Terms.

9.2 The Customer shall cooperate with Service Provider during such audit and grant the auditor access to the Customer’s premises. The audit shall be performed in such manner and duration as to achieve its purpose and not unnecessarily disrupt the Customer’s operations. Customer shall be liable to promptly remedy any breaches of the Agreement, including but not limited to underpayment of the Service Fee. If the audit reveals an underpayment of License Fees, in relation to the number of licenses being used, in excess of five (5) per cent of the License Fee due for the relevant period, the Customer shall also be liable for Service Provider costs for the audit.


10.1 Service Provider shall provide the Customer with the following Support services:

Service Provider shall provide remote support, primarily, by e-mail, with regards to customer questions on the Service;

10.2 Service Provider shall perform the Support services with due care, in a professional manner and according to the methods and standards normally applied by Service Provider. 

10.3 Service Provider shall provide and perform the Support Services during weekdays between 9 am and 5 pm CET. Support Services carried out outside of those hours require separate agreement.


11.1 Customer shall appoint a Contact Person, with the agreed level of competence, who shall be responsible for reporting defects to Service Provider. The Customer shall inform Service Provider of the name of the Contact Person as soon as he or she has been appointed. 

11.2 The Customer shall, when required for the purposes of providing the Support Service, provide readily available documentation and information to Service Provider.

11.3 The Customer shall, when reporting a defect, state and, if necessary, demonstrate how the defect manifests itself. At Service Provider’s request a Customer representative shall be available and assist during the period Service Provider is working.

11.4 If Support is carried out on the Customer’s premises, the Customer shall, at its own expense, provide the working space needed for the Support services. Furthermore shall the cost of any expendable supplies and data storage media etc. required for the purpose of providing the Support services be borne by the Customer.


Service Provider may use sub-contractors to execute the Support Services.


13.1 Service Provider shall, except for in the event of its gross negligence or wilful misconduct the liability regarding infringement of intellectual property rights in Section 14 below and confidentiality in Section 14 below, in no event be liable for any loss of profit, revenue, business savings or goodwill, loss of data, or the Customer’s obligation to compensate any third-party or any indirect or consequential damage. 

13.2 Service Provider’s aggregate and total liability under the Agreement in respect of any one or more events or series of events (whether connected or unconnected) shall,  except for in the event of Service Providers gross negligence, wilful misconduct, the liability for infringement of intellectual property rights set out in Section 14 and the liability for breach of confidentiality in Section 15 below, be limited to an amount equal to one Swedish Price Base Amount in accordance with the Swedish National Insurance Act (1962:381) alt twenty-five (25) percent of the Service Fee paid by the Customer during the Agreement.


14.1 Service Provider agrees to indemnify the Customer from any claims by a third party that the Customer’s use of the Service is infringing any such third party’s intellectual property rights. Service Provider’s obligation to indemnify under this Section 14 is subject to the Customer’s compliance with the Agreement.

14.2 Service Provider shall have no obligation to indemnify the Customer against third party claims of infringement based upon (i) use, operation or combination of the applicable Service with hardware, software, data, documentation or other equipment not approved by Service Provider if such infringement would have been avoided but for such use, operation or combination; or (ii) the Software having been altered or used in a way deviating from its construction or its intended purpose or (iii) the Service not being used in accordance with these Terms.

14.3 Service Provider’s obligation to indemnify under this Section 14 only applies provided that the Customer (i) without undue delay notifies Service Provider in writing of the claims brought against the Customer; (ii) allows Service Provider to fully control the defense and all related settlement negotiations and to solely decide thereon; and (iii) acts in accordance with Service Provider’s instructions and, at the Customer’s own expense, cooperates with and assists Service Provider to the extent reasonably requested by Service Provider. 

14.4 Subject to the conditions under Section 14.1-14.3, Service Provider shall indemnify the Customer for any damages, liabilities, costs or expenses awarded in a final judgment or a settlement which has been approved in writing by Service Provider.

14.5 If an infringement due to the Customer’s use of the Service is finally established, Service Provider shall, at its own discretion, (i) procure for the Customer the right to continue using the affected Service; (ii) modify the affected Service so that it does not infringe; (iii) cease provisions of the Service and, with the reduction of any reasonable benefit the Customer might have had from the Service, repay any Service fee paid, without interest.

14.6 This Section 14 constitutes the entire liability of Service Provider with respect to infringement of third party intellectual property rights.


15.1 The Customer is aware that the Service and Software contains trade secrets and other confidential information belonging to Service Provider. The Customer therefore agrees not to make the Software or Service available to any third party without Service Provider’s prior written consent and to take all reasonable measures to ensure that trade secrets and any other confidential information are not disclosed to any third party. Both Parties shall undertake not to disclose to third parties, without the consent of the other Party, such information concerning the other Party’s business operations as can be deemed to constitute a trade secret or information which is covered by a statutory duty of secrecy. Information stated by one of the Parties to be confidential shall always be deemed to constitute a trade secret. 

15.2 The Parties confidentiality obligation under this Section 15 shall not apply to trade secrets or any other confidential information which the receiving Party can demonstrate (i) was already known when received, (ii) is or has become public knowledge other than through breach of the Agreement, (iii) is received from a third-party who lawfully acquired it and who is under no obligation restricting its disclosure in relation to Service Provider, or (iv) is to be made publicly available due to a court order, a decision by a public body or as otherwise required by mandatory law.

15.3 Each Party agrees to impose on its employees and consultants, in an appropriate manner, the terms and conditions concerning the use of the Service and Software set out in Section 2 and the confidentiality obligations set out above in this Section 15. The Parties shall ensure that any subcontractors engaged, together with any of their employees involved in the assignment, sign a confidentiality agreement undertaking containing equivalent provisions to the benefit of the other party. The Customer shall be liable in relation to Service Provider for its employees’ and consultants’ actions and for their observance of the above stated provisions.

15.4 The Parties’ confidentiality obligations under the Agreement shall be valid during the term of the Agreement and continue for a period of two (2) years after termination of the Agreement, regardless of the reason therefore.


16.1 The Agreement shall enter into force on the Effective Date. The Agreement shall remain in force until terminated in accordance with this Section 16.

16.2 The Agreement may be terminated from the next payment date.

16.3 Each Party may, upon written notice to the other Party, terminate the Agreement with immediate effect if: (i) the other Party has committed a material breach of the Agreement, and has not rectified the same within thirty (30) days after receipt of a written notice thereof; or (ii) the other Party becomes subject to an insolvency proceeding, goes into liquidation, suspends its payments or can otherwise be deemed to have become insolvent. 

16.4 In the event the Customer has committed a material breach of the Agreement, the Customer shall compensate Service Provider for its damages, costs and loss, regardless if Service Provider chooses to terminate the Agreement under this Section 16 or not. 

16.5 The Customer shall pursuant termination of the Agreement in accordance with Section 16.3 above not be entitled to any refund of the Service Fee.


17.1 If and to the extent that a Party’s performance of any of its obligations pursuant to the Agreement is prevented, hindered or delayed due to circumstances beyond the reasonable control of such Party such as, lightning, labour disputes, fire, acts of war, requisition, seizure, currency restriction, riots and civil disorders, shortage of means of transportation, shortage of goods, amendments to regulations issued by governmental authorities, intervention of authorities or defects and/or delays in delivery of his sub-suppliers due to the circumstances here stipulated (each, a “Force Majeure Event”), then the non-performing Party shall be excused from any performance of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event shall immediately notify the other Party of the occurrence of the Force Majeure Event. The non-performing Party is, however, always obligated to mitigate the effects of the Force Majeure Events. 

17.2 Should fulfilment of the Agreement to a significant extent be prevented for more than three (3) months due to above described circumstance, either Party shall have the right to terminate the Agreement by written notice.


18.1 In the case of any inconsistency between the Agreement, the appendices to the Agreement or the order form/purchase agreement these shall have the following priority; 1: application form 2: these Terms, 3: other appendices to the Agreement document.

18.2 Any amendment or modification to the Agreement must, in order to be binding, be agreed in writing by both Parties.

18.3 The Customer may not assign the rights or obligations under the Agreement to any third party without the prior written consent of Service Provider.

18.4 Any termination or other notice given shall be in writing and may be delivered by courier, sent by registered letter, or e-mail to the other Party’s contact persons at the addresses stated in the Agreement. Such notice shall be deemed to be given if sent by courier, on the day of delivery to the receiving Party; if sent by registered letter, five (5) days after the day of dispatch; or if sent by e-mail, on the day when sent, provided that the sending e-mail account has generated a message indicating that the e-mail has been successfully sent.

18.5 The Service Provider disclaims all responsibility for the content created by ChatGPT.

18.6 The Service Provider will do Upgrades and Updates to the Service that may change the features and limits of the Service. 


19.1 Any dispute, controversy or claim in connection with the Agreement, and any non-contractual obligations arising out of or in connection with the same, shall be governed by and construed in accordance with the laws of Sweden, with the exclusion of its conflict of law rules. 

19.2 Any dispute, controversy or claim (contractual or non-contractual) arising out of or in connection with this contract, 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 Institute)]. 

19.3 The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.

19.4 The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be Swedish.