Terms & Conditions

2.1Twelve Football shall from the agreed Start Date provide the Service in accordance with the terms of this Agreement.

2.2Notwithstanding what is set forth in Section 2.1 above, Twelve Football reserves the right, at Twelve Football's sole discretion, to at any time amend the Service, always provided that the functionally offered via the Service is not materially decreased or that such change is not otherwise reasonably to the detriment of the Customer.

2.3The Customer may only access and use the Service exclusively within the Customer's business for its intended purposes during the term of the Agreement.

2.4Twelve Football's obligation to provide the Service and the Customer's right to use the Service is conditional upon the Customer's fulfilment at all times of its obligations under this Agreement.

3.1The Customer shall:

1. in a timely manner pay the Fees for the Service,
2. be responsible to Twelve Football for all User's compliance with the Agreement,
3. ensure that the log-in information of its Users remains confidential,
4. use commercially reasonable efforts to prevent and terminate unauthorized access to the Service, and notify Twelve Football promptly of any such unauthorized use,
5. use the Service only in accordance with the Agreement, applicable laws and government rules and regulations,
6. not without Twelve Football's prior written approval lease, rent, distribute the Service or use the Service to the benefit of others,
7. not permit direct or indirect access to or use the Service in a way that circumvents a contractual usage limit,
8. not use the Service to store or transmit Malicious Code,
9. not to use the Service for any illegal, harmful, offensive, immoral or unauthorized purposes or in a way that violates applicable laws or creates a material adverse effect on Twelve Football, or take any action that imposes or may impose (in Twelve Football's sole discretion) an unreasonable or disproportionate burden on Twelve Football's and/or Twelve Football's supplier's technical infrastructure,
10. not modify, reverse engineer, develop, decompile, disassemble or otherwise amend or create derivative products of the Service provided hereunder or use the Service to access Twelve Football's intellectual property (save for as permitted under the Agreement or mandatory law) or to violate the security or integrity of any network, computer or communication system, software, application, or network or computing device,
11. comply with Twelve Football's instructions and reasonable requests from time to time, and
12. provide Twelve Football with such other assistance as Twelve Football might reasonably need to fulfil its obligations under this Agreement.

4.1Customer's use of the Service is subject to the agreed user restrictions outlined in the Proposal, if any. Should Customer's use of the Service exceed the limits set out in such user restrictions, Twelve Football has the right to stop providing the Service, partially or in whole, at its sole discretion, until further notice.

4.2In the event that the provision of the Service causes damage or, in Twelve Football's reasonable opinion, risks causing damages for Twelve Football, Twelve Football's subcontractors or customers, e.g. in the event of a denial of service attack or introduction of Malicious Code, Twelve Football shall be free to (without liability or any obligation to compensate the Customer) restrict the Customer's access to the Service and/or remove, disable access to, or modify any content or resource that violates the Agreement. Twelve Football will notify the Customer's contact person promptly of any such restrictions and shall only undertake the measures as justified by the circumstances in each case.

4.3Twelve Football reserves the right to stop providing the Service to Users who are using or have used the Service in ways that is not in accordance with the terms of the Agreement. If Twelve Football exercises this right, Twelve Football shall inform the Customer thereof.

Twelve Football may be dependent upon Third-Party Products for the provision of its Service. The Customer may only use the Third-Party Products in accordance with the third-party supplier's license terms, as from time to time referenced by Twelve Football at twelve.football/third-party-products. Twelve Football's liability for defects or intellectual property infringement regarding such Third-Party Products is limited to immediately reporting the defect/infringement to the third-party supplier. Twelve Football shall install solutions provided by the third-party supplier, if any, if this can be done without affecting the Service negatively. Twelve Football shall take reasonable measures to ensure that the third-party supplier complies with its obligation under its agreement with Twelve Football. Except what is stated in this section 5, Twelve Football has no other liability in relation to defects or intellectual property infringements caused by Third-Party Products.

6.1Customer's failure to pay the Fees on time shall be considered a material breach of the Agreement.

6.2Twelve Football shall be entitled amend the pricing for the Service with thirty (30) days written notice. If the Customer does not accept the amended prices, the Customer shall be entitled to terminate the Agreement with thirty (30) days' prior notice, provided that such termination right is exercised within ten (10) days from receipt of a notice informing the Customer of the amendment.

6.3If the Customer believes that Twelve Football has invoiced the Customer incorrectly, the Customer shall inform Twelve Football of this within sixty (60) days from the receipt of the invoice, or the Customer loses its right to dispute the invoice.

6.4Twelve Football shall be entitled to receive interest in accordance with the Swedish Interest Act (SFS 1975:635) on all unpaid overdue amounts until payment in full has been made. Twelve Football shall furthermore be entitled to compensation for any costs of collection and be entitled to suspend any further provision of the Services until payment in full has been made.

7.1Subject to the limited rights granted to the Customer hereunder, Twelve Football reserves all right and title to the Service, including but not limited to any intellectual property rights related thereto and any feedback and ideas regarding the Service provided by the Customer. No rights are granted to the Customer other than as expressly set forth herein.

7.2With the exception of any Third-Party Products, Twelve Football or its affiliates or licensors owns all rights, including intellectual property rights, in and to the Service and all parts thereof.

7.3In the event that any software code, including but not limited to, source code, object code, and related documentation (hereinafter "Developed Code") is developed jointly by the Parties in relation to the Service and during the term of this Agreement, Twelve Football grants the Customer a worldwide, perpetual, non-exclusive, gratuitous, and non-transferable license, to use such Developed Code for the Customer's own internal, non-commercial purposes.

7.4All right and title to Customer Data shall be owned, retained, and vested in the Customer. The Customer hereby grants Twelve Football a worldwide, perpetual, non-exclusive, gratuitous and transferable right to process, store, publish, distribute, modify, reformat, stream, transmit, playback, transcode, copy, present, display and otherwise use the Customer Data for the sole purpose of providing the Service, or any of Twelve Football's current or future products or services to the Customer.

7.5Twelve Football shall furthermore have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies and Twelve Football is free (during and after the term hereof) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other of Twelve Football's offerings, and (ii) disclose such data to third parties in aggregate or other de-identified form in connection with its business.

The Parties agree and acknowledge that neither party will be processing personal data on behalf of the other Party. Should one Party come to process personal data on behalf of the other Party, the Parties shall enter into a data processing agreement before any such processing occurs.

9.1Each Party undertakes not to disclose to any third party without the consent of the other Party any information received from the other Party, including its business, which can reasonably be deemed to be of a confidential nature, including trade secrets and information which is covered by any statutory duty of secrecy. Information stated by one of the Parties to be confidential shall always be deemed to constitute confidential information.

9.2The Parties' confidentiality obligations under this Section 9 shall not apply to trade secrets or any other confidential information which the receiving Party can demonstrate (i) is 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, 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 or the mandatory rules of a recognized stock exchange.

9.3Each Party agrees to impose on its employees and consultants, in an appropriate manner, the above obligations of confidentiality in this Section 9. The Parties shall ensure that any subcontractors engaged, together with any of their employees involved in the assignment, sign a confidentiality undertaking no less stringent than the confidentiality undertaking set out in this Agreement. For the avoidance of doubt, the Customer is liable for any breach of confidentiality of any of its employees, consultants and subcontractors.

9.4The Parties' obligations under this Section 9 shall be valid during the term of the Agreement and continue for a period of three (3) years after expiration or termination of the Agreement, regardless of the reason therefor.

9.5Twelve Football shall be entitled to use the Customer's trademarks and information related to the subject matter of the Agreement for marketing purposes. Such marketing shall always be subject to the Customer's reasonable instructions as well as the Customer's prior written approval (e-mail is sufficient). Such approval is not to be unreasonably withheld or delayed.

Twelve Football shall take reasonable commercial measures to ensure that the Services is available and operational at all times, with the exception of pre-planned update windows and other scheduled down-time. In the event of any failure to meet the above-mentioned standards, Twelve Football shall endeavour to restore availability and/or address any deficiencies as soon as possible.

11.1Twelve Football warrants that during the term of the Agreement the Service will perform materially in accordance with the Specification. For the avoidance of doubt, and as the data providers that Twelve Football relies on to provide the Services may change during the term of the Agreement, Twelve Football has no obligation to provide certain data or specific features through the Service.

11.2Except as expressly provided herein, the Service is provided "AS IS" and "AS AVAILABLE" and Twelve Football makes no warranty of any kind whether expressed, implied statutory or otherwise and hereby, to the maximum extent permitted by applicable law, disclaims all implied warranties such as implied warranties for fitness for a particular purpose, merchantability, non-infringement, and the Service being free from bugs and errors.

12.1Twelve Football undertakes to defend the Customer where claims are made or actions are brought against the Customer for infringement of any third party's intellectual property rights as a consequence of the use of the Service, and to indemnify the Customer from any cost or damages which the Customer may be obligated to pay in accordance with a judgment, arbitral award or settlement resulting therefrom. Twelve Football's undertaking shall only apply provided that Twelve Football, without undue delay, is notified by the Customer in writing of the claim or action, and that Twelve Football is given sole right to control the defence against such action and decide on any agreement or settlement.

12.2Twelve Football's obligation to indemnify as set out herein only applies provided that the Customer (i) has used the Service in accordance with Twelve Football's instructions and the Agreement, (ii) that the alleged infringement has not been caused by the use of the Service in combination with any other software or material where the infringement would have been avoided but for such combination, and (iii) that the infringement has not been caused by the Customer's own instructions. If Twelve Football in its reasonable opinion finds that there is a risk for the Service infringing on third party intellectual property rights, Twelve Football shall be entitled to terminate this Agreement with thirty (30) days prior written notice.

12.3The provisions of this section 12 shall constitute Twelve Football's sole and exclusive responsibility and Customer's sole remedy in relation to infringements of third-party intellectual property. Infringements caused by Third-Party Products are regulated by Section 5.

12.4Customer shall indemnify Twelve Football against any and all claims, demands, suits or proceeding made or brought against Twelve Football by a third party alleging that the Customer's use of the Service in breach of the Agreement, including but not limited to the Customer modifying the Service in a manner not permitted hereunder, or material provided by the Customer, infringe on such third party's intellectual property rights or violates applicable law, and will indemnify Twelve Football from any cost or damages which Twelve Football may be obligated to pay in accordance with a judgment, arbitral award or settlement. The Customer's undertaking shall only apply provided that the Customer, without undue delay, is notified by Twelve Football in writing of the claim or action, and that Customer is given the sole right to control the defence against action and decide on any agreement or settlement.

13.1If and to the extent that a Party's performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed due to circumstances beyond the reasonable control of such Party and were unforeseeable at the time of execution of this agreement, 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 and describe in reasonable detail the nature thereof. The non-performing Party is, however, always obligated to mitigate the effects of the Force Majeure Events.

13.2Should an event of Force Majeure continue for more than three (3) months, each Party shall have the right to terminate the Agreement or part thereof.

14.1Twelve Football's liability for direct damages shall be limited to damages caused negligently and to an amount corresponding to the total compensation paid by the Customer during the contract year during which the incident causing the loss arose.

14.2Neither Party shall be liable for any loss of production, loss of data, loss of business or profit, loss of use, loss of goodwill, the obligation to compensate a third-party or any other indirect damages.

14.3The above limitations shall not apply in relation to either Party's indemnity obligations under section 12 above or in the event of any loss which is caused by a Party's gross negligence, intentional breach or breach of the confidentiality undertakings set out in the Agreement.

14.4Twelve Football shall in no event be liable for any direct or indirect losses, damages or costs incurred by the Customer or User due to any unauthorized use of the Service.

14.5Twelve Football shall not be liable for any breach of the Agreement or interruption of the Service to the extent such breach or interruption is a result of (i) the acts or omissions of the Customer, User or the Customer's partners and/or suppliers (other than Twelve Football), or (ii) Twelve Football complying with any instruction given by or on behalf of the Customer which Twelve Football advises against.

15.1Either 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 is wound up or if a trustee in bankruptcy or insolvency, liquidator, receiver, or manager on behalf of a creditor is appointed or if circumstances arises which would entitle the court or a creditor to make a winding-up order, or if it otherwise is likely that the other Party is insolvent.

15.2Upon termination of the Agreement, the Customer shall not be entitled to any refund of the Fees paid in advance. The Customer shall furthermore, as instructed by Twelve Football, either return any material provided hereunder, or delete it.

16.1 Notices

16.1.1Any notice required or permitted to be given by either Party under this Agreement, shall be in writing and may be delivered by hand or courier, sent by registered airmail letter or e-mail to the Parties contact persons at the addresses stated herein or as otherwise agreed between the Parties. Such notice shall be deemed to be given:

1. if sent by hand or courier, on the day of delivery to the receiving Party;
2. if sent by registered airmail letter, five (5) days after the day of dispatch;
3. if sent by e-mail, on the day after sending, provided that the sending Party does not receive any error message and that the sending email account indicates that the email was sent to the correct address.

16.1.2At the time of entering into this Agreement, the Parties respective contact details are as outlined in the Proposal. The Parties may change their respective contact details by sending a notice in accordance herewith.

16.2 Entire Agreement

This Agreement sets out the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof. This Agreement together with any documents referred to in this Agreement supersedes and replaces, without limitation, all earlier discussions, communications, understandings and arrangements of any kind between the Parties hereto relating to such subject matter.

16.3 Amendments

No modification or amendment of this Agreement shall be effective or enforceable unless made in writing and signed by both Parties.

16.4 Survival of Provisions

Any provision in the Agreement that to its nature is intended to survive the termination of the Agreement, will survive such termination and remain in force without limitation in time.

17.1This Agreement shall be governed by and construed in accordance with the laws of Sweden, with the exclusion of its conflict of law rules.

17.2Any dispute, controversy or claim arising out of or in connection with this Agreement, 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). The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed.

17.3The 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.

Questions about these terms? Reach us at hello@twelve.football.