General Terms and Conditions (2023-03-10)
Nimblr is a company that sells the online-based education platform “Nimblr Security Awareness” (“the Service“) designed to strengthen organizational security awareness and minimize the risk of successful attacks on IT systems. The education program is based on a holistic learning model and is continually updated with intelligent technology, smart illustrations, IT security expertise, and modern pedagogy.
These General Terms and Conditions (“the Terms“) apply to the sale of use of the Service and the use of the Service. The Service is provided by Nimblr AB, org. no. 559190-6903 (“Nimblr“). These Terms apply between Nimblr and you as a Reseller and/or Customer.
In these Terms, capitalized terms are used. If the terms are not defined directly in the text, the definitions can be found in Section 2 below.
The Customer will be granted access to the Service on the Start Date subject to the acceptance of these Terms directly by the Customer or by the Reseller, which occurs upon the signing of the Agreement.
The Terms apply regardless of whether the Service has been provided free of charge or against payment.
User: A physical person, for example, an employee of the Customer, hired personnel or consultant, who is granted the right by the Customer to use the Service for the Customer’s own internal business purposes.
User account: A collective term referring to the Customer’s Users, Data, and other information relating to the Customer’s use of and access to the Service.
Agreement: The main agreement between the Customer and Nimblr for the provision of the Service with its annexes.
Data: All data transferred by the Customer to or from the Service in connection with the Customer’s use of the Service for the processing by/in the Service.
Data processing: Any operation or series of operations or other use of Data by Nimblr in accordance with the Customer’s instructions or otherwise for the purpose of delivering the Service to the Customer.
Customer: The legal or physical person who, according to a direct agreement with Nimblr or through an agreement with a Reseller to Nimblr, has the right to use the Service for a fee.
Start Date: The day when the Customer starts using the Service according to the Agreement or equivalent.
Service Specification: A specification of what the Service will consist of.
Reseller: A physical or legal person who has the right (according to a separate agreement with Nimblr) to sell the Service to its customers in its own name and for its own account.
Other notifications and information about the Service, such as information about disruptions, updated and/or new versions, other information about the software, support or changes to the terms and conditions, will besent to the email address provided by the Customer or the Reseller.
A message sent by email is considered delivered when it is sent from Nimblr.
The content of the message applies immediately, unless otherwise specified in the message.
Messages from the Customer or the Reseller to Nimblr regarding these Terms or the Agreement are primarily sent via email to the address provided in the Agreement. You can also reach us on non-holiday weekdays at ●. We will generally respond within 24 hours (non-holiday weekdays).
4. Subscription agreement
The Service is provided as an online-based training platform, where the Customer purchases a subscription that gives the Customer’s Users access to the modules of the Service specified in the Agreement and Service Specification. When purchasing a subscription, the Customer is granted access to the Service and the right to use it in accordance with these Terms during the term of the Agreement. All parts of the Service are governed by these Terms, including parts that are added, purchased or implemented at a later stage in the form of Development.
A subscription entitles a pre-defined number of Users to connect to the Service. The possibility of the number of Users is unlimited. If the Customer wishes to add more Users, the Customer or the Reseller shall connect them to the Service and pay for them according to the agreed terms. If the number of Users changes, a new Service Specification shall be drawn up if necessary.
The Customer is granted a limited, revocable, time-limited, non-exclusive and non-transferable license to use the Service in accordance with these Terms for the Customer’s internal operations, in exchange for payment of fees according to the current price list at any given time or the Agreement. Payment of fees according to the Agreement and compliance with these Terms is a necessary condition for the right to use the Service, regardless of whether the agreement regarding the Service has been concluded directly between the Customer and Nimblr or via a Reseller.
5. Delivery and delivery conditions
The Service is provided as is and Nimblr is responsible for delivering the Service up to the internet. The right to use the Service is not conditioned on or dependent on any particular version of the Service or feature at any particular time but provides access to and the right to use the Service as provided at any given time. The provision of the Service is not conditioned on the delivery of future versions or functionalities, nor is it dependent on publications, materials or comments regarding the same made by or for Nimblr. The Customer is solely responsible for their use of the Service and the use of the feedback provided by the Service through the Customer’s use of the Service.
As stated above, Nimblr is only responsible for delivering the Service up to the internet. It is then the Customer’s responsibility to have access to the necessary internet connection and access points to the internet to the extent that the Service and its Users require, as well as compatible web browsers and hardware.
Nimblr reserves the right, at its sole discretion, to make additions and changes, improvements, or to remove functionality, or correct errors or deficiencies in the Service. Nimblr disclaims any liability arising from such actions.
Nimblr reserves the right to change the terms and conditions of these Terms, as well as other terms and conditions for the delivery of the Service, with 30 days’ prior notice.
Nimblr has the right to freely engage subcontractors and other consultants to fulfill Nimblr’s obligations under these Terms and the Agreement. Nimblr is responsible for the performance of the contractual obligations performed by subcontractors as if they were performed by Nimblr itself.
7. Right of use
When the Customer has purchased a subscription to the Service and accepted these Terms, the Customer is granted the right to use the Service during the subscription period for as many Users as the Customer has purchased a subscription for. The Customer may choose to purchase the right for additional Users to use the Service or the right to use fully or partially integrated additional services according to the applicable price list at any given time or Agreement.
Only Users with a paid and valid subscription have the right to use the Service.
Each Administrator of a user account is responsible for the confidentiality and accuracy of login credentials and other account information. The Customer’s administrator and/or the User must inform Nimblr immediately of any unauthorized access to login credentials.
The Customer is aware that use of the Service requires access to software, equipment, internet connection, and communication services necessary to utilize the Service.
The Service may not be used for any illegal or unauthorized purpose.
8. Start of Service
The Service shall be made available no later than the Start Date, which shall be done by providing the Customer with login information and/or any other instructions, which may be provided on the Start Date or earlier. Delivery shall be made by making the Service available up to the internet. The Start Date shall occur as agreed. Additional services may be made available at a separate time. This does not affect the Start Date.
9. Processing of Data and privacy
9.1 Processing of personal data
The Customer’s use of the Service may involve the transfer of Data containing personal information from the Customer to Nimblr. In this regard, the Customer (in accordance with the EU’s General Data Protection Regulation “GDPR“) is considered the data controller and Nimblr the data processor. If this is deemed to be the case, the Customer shall, at Nimblr’s request, sign a data processing agreement.
9.2 Collection of information
Nimblr may collect information from the use of the Service through automated data collection tools. Nimblr collects and uses such information to ensure, maintain and improve the Service, as well as for various types of statistics and analysis.
9.3 Customer Data
The Customer retains all rights to the Customer Data, and Nimblr does not obtain any rights beyond what is stated in these Terms or the Agreement, to the Customer’s Data or any part thereof. However, Nimblr has the right to use and retain the Customer’s Data, identified anomalies, and the results, insights, and experiences that the artificial intelligence has acquired in performing the Service to deliver the Service. The Customer is solely responsible for ensuring that the Data is deleted in accordance with applicable laws.
9.4 Collection and presentation of identification data
The Customer hereby expressly consents to Nimblr collecting and displaying, as well as transferring the Customer’s identification data and profile information to Nimblr’s database. If the Customer does not wish to be registered in Nimblr’s database, the Customer should contact Nimblr.
10. Pricing and invoicing
Unless otherwise specified in the Agreement, the fees and billing periods for the Service that are made available from time to time by Nimblr shall apply.
Payment terms are normally 30 days. Fees, such as invoice fees, are charged according to the terms applied by Nimblr at any given time. Value-added tax is added to the stated prices if value-added tax is to be added. In case of late payment, Nimblr has the right to charge default interest. Default interest is the reference rate set by the Swedish Central Bank (Riksbanken) plus eight percentage points.
11. Term and termination
The subscription is valid from the Start Date and for the period agreed upon in the Agreement. If the Agreement is extended, it will automatically be extended for the number of Users that the Customer has contracted for on the last day of the agreement period.
The Customer may at any time increase the number of Users upon payment according to the applicable price list at any given time. The contract period as mentioned above also includes such new Users.
Termination of the Agreement, either in its entirety or in part, must be made in writing and will be effective from the day the other party received the notice of termination, subject to the notice period specified above. Any fees paid in advance will not be refunded. As a Customer, you are responsible for saving the electronic receipt of the termination of the Agreement, which is always sent to the Customer via email.
When terminating the subscription, the Customer’s access to the Service will be blocked after the last active subscription day.
The Customer may reduce the number of Users only after the initial contract period has expired. If the Customer wishes to subscribe to a lower number of Users than the total number currently subscribed, written notice must be given no later than 90 days before the next contract period. The number of possible Users will then be adjusted to the new desired number of Users. If such notice has not been given within the prescribed time, and the agreement has not otherwise been terminated, the number of Users (at a minimum) shall continue to apply during the next contract period.
If the Customer wishes to export the Customer’s Data, this must be done before the last active subscription day. If the Customer requires assistance with the export of Data, this will be provided at the prevailing consulting fee according to the applicable price list. After the last active subscription day, the Customer’s Data in the Service will be deleted, and it is up to the Customer to save the information in another way.
12. Early termination
Nimblr, or alternatively the Reseller in relation to the Customer, may terminate this Agreement immediately if the Customer or the Reseller is in default of payment of fees, is insolvent, is declared bankrupt or for any other reason cannot fulfill its payment obligations and does not, upon request from Nimblr (or from the Reseller), provide, according to Nimblr’s (or the Reseller’s) assessment, reasonable security for future payment or if the Customer or the Reseller breaches this Agreement. Nimblr then has the right to completely shut down the Service immediately.
Nimblr is committed to providing secure and reliable services and strives to provide a high level of security at all times. Nimblr shall have satisfactory solutions for data security, disaster recovery, and business continuity necessary to ensure that the Service is provided to the Customer without unauthorized access, risk of data destruction, loss, alteration, or disclosure of Data. Nimblr shall promptly inform of any events or breaches of physical security in Nimblr’s facilities that may jeopardize the Service or the Customer’s security or data protection. The Customer is responsible for ensuring that the Customer has the necessary technical standards and protection of its Data.
Unless the parties have not agreed otherwise, the subscription provides access to the latest versions of the Service. If the parties have not agreed otherwise, the Customer also has access to reasonable support free of charge during the entire contract period on non-holiday weekdays between 8:30 a.m. and 4:30 p.m.
Support is provided to the person designated as the Service Administrator at the Customer.
Nimblr’s obligations do not include providing instructions or training to the User on how to use the Service, correcting errors caused by actions performed by anyone other than Nimblr’s staff, correcting errors caused by careless or improper handling, correcting errors caused by a third-party product/service that has been connected to the Service by the Customer or Reseller, or correcting errors that have arisen due to faults in the Customer’s technical equipment, third-party equipment (including but not limited to incompatibility with Nimblr’s services and equipment), or errors caused by malicious code. Furthermore, Nimblr has no obligations to correct errors in networks, operating systems, or other software provided by third parties. Support does not include, in other words, Windows and equivalent or email software, among others. If such help is provided, Nimblr is entitled to charge for it according to the current consulting fee according to the prevailing price list at any given time.
Regardless of the above, all efforts by Nimblr to provide support must be in reasonable proportion to the subscription fee.
15. Intellectual property
All intellectual property rights (“Intellectual Property Rights“) related to or in connection with the Service are Nimblr’s – or its licensors’ – exclusive property and remain with Nimblr. Intellectual Property Rights include, among other things, copyright, patents, trademarks, trade names, designs and product designs, source code, AI tools, databases, business plans, and know-how, whether registered or not. All documentation, including manuals, instructions, or other written, electronic or non-electronic descriptions of how the Service is set up and used, are considered part of the Service and subject to the same restrictions. All copyrights, trademarks, registered trademarks, product names, trade names or logos specified in the Service or in connection with the Service are the property of their respective owners.
All Data owned or created by the Customer constitutes the property of the Customer. Nimblr makes no claim to any Intellectual Property Rights, or ownership of any kind, to Data owned by the Customer that is transferred to the Service.
If Nimblr provides products under license from a third-party supplier other than Nimblr, the terms of the third-party supplier’s license shall prevail over these Terms.
If the Customer infringes on Nimblr’s or third-party Intellectual Property Rights, or uses the Service in a manner that violates these Terms, the Customer shall pay a penalty equal to the highest of the equivalent of subscription fees for five years for the current licenses or the actual damage. The Customer is aware that Nimblr may suffer irreparable harm from infringement or damage to Intellectual Property Rights, and that Nimblr or its licensors shall have the right to use all reasonable measures to protect its commercial interests and its property, including all measures that are possible under the law to limit such damage. The same shall apply if the Customer has, or has attempted to obtain, information or data to which the Customer is not entitled under these Terms.
The term “Confidential Information” refers to any information disclosed by a party or related to this Agreement or its contents, regardless of whether and how the information is documented, except for (i) information that is generally known or becomes known to the public in a manner other than through a breach of this Agreement by a party; (ii) information that a party can demonstrate it already knew before receiving it from the other party; or (iii) information received or to be received from a third party without being bound by confidentiality in relation to such information.
Nimblr, Reseller, and Customer each agree not to disclose Confidential Information to any third party during the term of the Agreement and for a period of three years thereafter, without the consent of the party from whom such Confidential Information was obtained, and to use such Confidential Information only for the purpose of fulfilling the Agreement.
Each party agrees to ensure that its employees, consultants, and board members comply with the confidentiality provisions in this section. Similarly, the party is responsible for ensuring that any subcontractors and their employees who participate in the assignment comply with confidentiality.
Regardless of what is stated in this section, Nimblr has the right to disclose the following Confidential Information to the Service Reseller, partners, and/or suppliers for the fulfillment of the Agreement or as otherwise required by the Agreement.
17. Liability and limitation of liability
Nimblr is not responsible for any errors or disruptions in the Service as the Service is provided “as is.” Nimblr is not responsible for any delays, unless such delay is caused by gross negligence or intentional misconduct. In no event shall Nimblr be liable for the content or ownership of the Data.
Nimblr is not responsible for any instructions for Data processing or other actions taken by the Customer or its Users.
The Customer shall defend Nimblr against any claims or proceedings where a third party makes claims based on the Customer’s Data, or use of the Service that violates these Terms, infringes on the third party’s Intellectual Property Rights, or violates applicable laws. Nimblr shall promptly notify the Customer of any such claims. The Customer shall indemnify Nimblr for all costs, fees, damages, expenses, or losses incurred by Nimblr under a court-approved settlement or judgment, including attorney fees, provided that Nimblr cooperates with the Customer at the Customer’s expense, and gives the Customer full control over the legal process and/or settlement, and that the settlement releases Nimblr from all liability.
Nimblr is not liable for indirect damages, including but not limited to loss of profit, lost business, and damage to goodwill, or personal injury. Nimblr’s liability does not cover the Customer’s obligation to compensate third parties for claims against the Customer, including but not limited to alleged infringement of Intellectual Property Rights. Nimblr is not responsible for the loss of Data belonging to the Customer, as long as Nimblr has not expressly assumed such responsibility in the Agreement.
Nimblr’s total liability under this Agreement is limited to an aggregate amount equal to the annual fee for the Service.
Neither Nimblr, the Reseller nor the Customer shall be liable for any delay or interruption in their obligations caused by, or arising from, a force majeure event, such as an earthquake, riot, labor dispute, pandemics, and other events that are similarly beyond Nimblr’s or the Customer’s control and which were not known at the time of entering into the Agreement.
In the event that legislation, regulations or provisions regarding the Service or its delivery are changed, or new legislation, regulation or provision becomes effective after the Service has been made available on the market, which prevents Nimblr from complying with instructions from the Customer or Nimblr’s obligations under these Terms, and/or requires the Service to be turned off, in whole or in part, for a certain period of time or indefinitely, it shall be considered a force majeure event. Nimblr is not liable for any such force majeure event. In such cases, the Customer will be reimbursed for pre-paid subscription fees for the affected Service from the month following the shutdown of the Service due to the force majeure event. In addition to this, the Customer has no right to make any further claims against Nimblr.
18. Disputes etc.
Swedish law shall apply to the Agreement and these Terms. Disputes arising out of or in connection with these Terms and/or the Agreement shall be settled by the district court of Malmö, in first instance.