Digital Terms of Service

1. INTRODUCTION

1.1 These Terms of Service for Securitas Risk Intelligence Center Services (the “Terms”) govern the Subscriber’s purchase and use of risk intelligence services provided or offered by Securitas Intelligent Services AB (“Securitas”). Such services are hereinafter referred to as the “Services”. For the purpose of these Terms, the “Subscriber” shall mean the company or organization subscribing for the Services.

1.2 By making a purchase of the Services, the Subscriber (a) specifically agrees to these Terms, (b) guarantees that any information provided in the process of making the purchase is correct, and (c) warrants that the individual subscribing for the Services on behalf of the Subscriber is legally authorized to do so.

2. DESCRIPTION OF THE SERVICES AND USE OF REPORTS

2.1 Through the Services, the Subscriber is provided with reports and/or alerts regarding selected security events (“Reports”). The Subscriber agrees and acknowledges that (a) Securitas, based on its expertise, may determine what to include and/or exclude in provided Reports, (b) Securitas cannot guarantee that all security events relevant for the Subscriber will be included in the Reports, (c) the Reports as such will not prevent security events from occurring, and (d) Securitas cannot guarantee that all information in the Reports is correct or complete.

2.2 By making a purchase, the Subscriber is granted a non-exclusive right to receive the Reports during the term of the subscription. The Reports are produced solely for information purposes and do not constitute any advice or recommendation by Securitas for the Subscriber to implement (or not to implement) any general or specific security measures. The Subscriber is solely responsible for its own decisions on security measures and other actions and must always make such decisions independently and based on its own investigations and risk assessments. The Subscriber is at all times solely responsible for its own outcome of using the Reports, including the lawfulness of such.

2.3 The information in the Reports is provided for the Subscriber’s internal use and is not to be used for commercial purposes.

2.4 The Subscriber may designate selected registered employees within the Subscriber’s corporate group that should receive a copy of the Reports (“Recipients”). The Subscriber agrees and acknowledges that the Subscriber is fully responsible for the Recipient’s use of the Reports and that such usage must be in line with these Terms. The Subscriber’s and the Recipients’ usage of the Reports is subject to any and all restrictions imposed in these Terms or otherwise by Securitas from time to time. The Subscriber may not designate a Recipient or in any other way make the Reports available to a natural person or legal entity established in any of the following countries or regions: Belarus, Cuba, Libya, Iran, Myanmar (Burma), North Korea (DPRK), Russia, Sudan, Syria, Venezuela, Yemen or the regions of Crimea, Donetsk and Luhansk in Ukraine.

2.5 The Subscriber agrees and acknowledges that it is the Subscriber’s responsibility to ensure that it has procured the necessary hardware and/or software and obtained any required licenses to receive the Reports. Securitas is not responsible for any failure for the Subscriber to receive the Reports that is due to circumstances outside Securitas’ or its engaged subcontractors’ control.

3. PAYMENT

3.1 The Subscriber must pay the agreed fee for the Services. The fee for the Services is exclusive of value added tax and paid in advance. To the extent Securitas offers payment by invoice, all invoices shall be paid thirty (30) days net from the date of the invoice. Securitas may change the applicable fee for the Services with fourteen (14) days’ prior written notice (e-mail being sufficient) to the Subscriber. The changed fee will commence to apply for the upcoming subscription period.

3.2 In the event of any overdue payment, late payment interest in accordance with applicable law may be charged from the due date of the payment. Payment reminders may be subject to a certain fee.

3.3 Securitas uses a third-party payment service provider to process the Subscriber’s payment of the agreed fee. The Subscriber’s usage of such third-party services shall be in accordance with any terms adopted and implemented by such service provider. Securitas shall not be held responsible for any loss or damage incurred by the Subscriber due to (a) the payment provider's acts or omissions, or (b) any failure in the processing of funds due to circumstances outside the control of Securitas.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 The Subscriber is not granted any right to the Reports and its contents other than what is explicitly stipulated in these Terms. All rights pertaining to the Reports and its contents, including copyright and any other intellectual property rights, are owned or licensed by Securitas or a company within Securitas’ corporate group, and/or its licensors or contractors. Copyright notices and any other notices on ownership in the Reports or relating documentation must be preserved and may not be removed or altered by the Subscriber or a Recipient.

4.2 Securitas grants no license to Securitas’ or the Services’ trademarks, product names or other brand names used by Securitas.

4.3 If the Subscriber or a Recipient provides any feedback, ideas, suggestions, enhancement requests or recommendations to an entity within Securitas’ corporate group regarding the Services, including any data or other information pertaining to or derived from the Subscriber’s or a Recipient’s use of the Services and/or Reports (“Feedback”), the Subscriber acknowledges that all rights including any intellectual property rights to such Feedback shall be immediately and irrevocably assigned to Securitas without restriction and without any right for the Subscriber or the Recipient to any payment or other consideration. Securitas shall own all rights, title and interests in such Feedback, and such rights include but is not limited to the right for Securitas and its group companies to use, amend, translate, create derivative works from, distribute and modify such Feedback or let a third party do so on Securitas’ behalf and to transfer or license any such Feedback to third parties. Securitas and its group companies retain the right to aggregate, process and use any Feedback, regarding the use of the Services and/or Reports, in order to develop and improve the Services and/or Reports. Any trademark, logotype or other information identifying the Subscriber and/or any product or service offered by the Subscriber will be removed before any Feedback is shared outside Securitas’ corporate group.

5. PRIVACY

In order to provide the Services, Securitas will need to process certain personal data, such as the contact details of the Recipients. Securitas processes such details as data controller. Details in relation to these processing activities can be found in the Privacy Notice as updated from time to time. The Subscriber is responsible for ensuring that all Recipients have obtained access to the Privacy Notice.

6. AMENDMENTS

6.1 Securitas reserves the right to amend these Terms or the Services from time to time, effective immediately. The most recent version of the Terms will be published online. In the event the Subscriber does not wish to continue to subscribe to the Services under such new version of these Terms, the Subscriber may terminate the Services by either (a) actively notify Securitas in writing within thirty (30) days from the changed version entered into effect, or (b) choose not to renew the subscription for the next subscription period. In the event the Subscriber chooses to actively notify Securitas, the subscription will terminate forthwith, the new version of the Terms shall not be deemed to have applied during the period between the effective date of the new version of the Terms and Securitas’ receipt of the Subscriber’s notification, and the Subscriber will receive a proportionate re-fund of any paid but unused fees.

6.2 These Terms are provided only in the English language and if the Subscriber would like to retain a copy of the current version of the Terms, the Subscriber may download a copy of the Terms.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

7.1 Securitas’ aggregate and total liability towards the Subscriber shall be limited to an amount equivalent to the fees paid by the Subscriber during the six (6) months preceding the event giving rise to the liability. In the event these Terms have not been in effect for six (6) months at the time of the event, the average monthly fee for the Subscriber shall be calculated and multiplied by six (6).

7.2 To the extent not prohibited by law and notwithstanding anything contrary herein, in no event shall Securitas be liable for any incidental, special, exemplary, direct, indirect or consequential damages whatsoever, including, without limitation, damages for loss of use, loss of data, loss of business, loss of actual or anticipated profits or savings (including loss of contract), loss of opportunity, business interruption or any other pecuniary or commercial damages or losses, arising out of or related to the Subscriber’s and/or a Recipient’s use or inability to use the Reports (including, for the avoidance of doubt, any decisions made or action taken or not taken based on information provided in the Reports), however caused, regardless of the theory of liability (contract, tort, including negligence or otherwise) and even if Securitas has been advised of the possibility of such damages.

7.3 Any claims towards Securitas must be made by the Subscriber in writing and without undue delay after the Subscriber has discovered or should have discovered the circumstances giving rise to the claim, which for the avoidance of doubt at all times must be within six (6) months from the occurrence of the circumstances giving raise to the claim, after which any potential claim shall be forever barred.

7.4 The limitations of liability set forth in this section 7 shall not apply in the event and to the extent Securitas’ liability towards the Subscriber (a) is caused by gross negligence or willful misconduct, (b) is caused by personal injury and such liability is not possible to limit under applicable laws and regulations, or (c) cannot be limited under applicable laws and regulations.

7.5 The Subscriber undertakes to indemnify and hold Securitas harmless from any costs, damages or losses incurred by Securitas due to a third-party claim being filed against Securitas based on any breach by the Subscriber (including its Recipients) of section 2 or section 9 of these Terms.

8. FORCE MAJEURE

8.1 Neither party shall be liable towards the other party for failing to perform its obligations under the Terms, if and to the extent such failure is due to circumstances outside such party’s or its suppliers’ control, including but not limited to war and mobilization, natural disaster, epidemic, lockout or other labor market conflict, lack of natural resources, fire, damage to equipment, revised governmental regulations, governmental interference, outage in the public transport, including energy supply, and import and export restrictions and other prohibitions outside the party’s control (“Force Majeure”).

8.2 Any party wishing to invoke Force Majeure must without undue delay inform the other party in writing of the occurrence of Force Majeure.

9. SANCTIONED OWNERSHIP AND ACTIVITIES

9.1 The Subscriber represents and warrants (a) that it is not listed on, or owned (whether directly or indirectly) or controlled by a legal entity or natural person listed on, a Sanctions List, and (b) that the Subscriber will not make the Services or the Reports available to any such legal entity or natural person.

9.2 For the purposes of these Terms, “ownership” and “control” have the meaning given to them in the applicable Sanctions or in any official guidance in relation to such Sanctions. The Subscriber furthermore represents and warrants that it does not, directly or indirectly, engage, without prior authorization from a competent authority (where permitted), in activities that are prohibited by Sanctions. The Subscriber acknowledges that any breach of this section of the Terms allows Securitas to terminate these Terms immediately. “Sanctions” shall mean any economic or financial sanctions or trade embargoes or other equivalent restrictive measures imposed, administered or enforced from time to time by any of the European Union, the governments of other member states of the European Union, the United Nations Security Council, the United States government or an United States agency (including OFAC, the US State Department, the US Department of Commerce and the US Department of Treasury) or the equivalent regulator of any other country which is relevant to these Service Terms. Furthermore, “Sanctions List” shall mean any of the lists of specifically designated nationals or designated persons or entities (or equivalent) in relation to Sanctions, each as amended, supplemented, or substituted from time to time.

10. TERMINATION AND SUSPENSION

10.1 These Terms apply from the date of purchase and shall remain effective until terminated for convenience by either party provided that written notice (e-mail or use of designated functionality for the purpose being sufficient) is given prior to the commencement of the next subscription period.

10.2 Securitas shall furthermore be entitled, without prior notice, suspend or terminate the Subscriber and/or Recipients from receiving the Reports, effective immediately, if:

(a) Securitas has a substantiated reason to suspect that the Subscriber and/or a Recipient is using the Reports in a manner contrary to the Terms,

(b) Securitas deems in its sole discretion that the Subscriber’s and/or a Recipient’s use of the Reports poses a security risk to Securitas and/or another client or otherwise puts Securitas at risk of incurring any damage,

(c) the Subscriber’s payment is overdue, until any and all overdue payments are made (Securitas will however not terminate these Terms unless the Subscriber’s payment is more than fourteen (14) days overdue),

(d) a change in applicable laws or regulations causes a material change to, or has a material effect on, Securitas’ ability to provide the Services to the Subscriber, and/or

(e) the Subscriber breaches section 9 above.

10.3 Each party is furthermore entitled to terminate the Terms forthwith if the other party:

(a) commits a material breach of the Terms and does not cure the breach (if curable) within twenty (20) days following the receipt of a written notice (e-mail being sufficient) from the other party specifying the breach, and/or

(b) goes into liquidation procedure, applies for or is subject to bankruptcy, cancels its payments or in any other way can be expected to be, or going to be, insolvent.

11. GOVERNING LAW AND DISPUTES

These Terms shall be governed by Swedish law. Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.

12. MISCELLANEOUS

12.1 Subcontractors. Securitas is entitled to use sub-contractors in the delivery of the Services. A sub-contractor may be a company within Securitas’ corporate group or a third party. Securitas may, subject to these Terms and applicable rules and regulations, share information about the Subscriber or Recipients to the extent that is necessary to deliver the Services. Securitas remains fully responsible for its sub-contractors.

12.2 Confidentiality. During the term of the subscription and for a period of three (3) years thereafter, each party undertakes not to disclose information to any third party regarding the other party’s activities which may be deemed business or professional secrets without the other party’s consent. Information which the party states to be confidential shall always be deemed to be a business or professional secret. The confidentiality obligation does not include such information which a party can prove has come to its knowledge in any other way than via these Terms, or which is in the public domain. Nor does the confidentiality obligation apply when a party is statutorily required to disclose the information. A party shall ensure that confidentiality as set forth herein is observed by obtaining confidentiality understandings from personnel, or by other appropriate measures. Each party is responsible for ensuring that engaged sub-contractors and their relevant employees are also bound by confidentiality undertakings having equivalent effect. This clause shall not limit Securitas’ possibilities to share information within Securitas’ corporate group.

12.3 No waiver. No failure, omission or delay by Securitas in exercising any right or remedy under Terms will operate, or be deemed to operate, as a waiver of any such right or remedy.

12.4 Assignment. The Subscriber may not assign or transfer its rights under the Terms to a third party without Securitas’ prior written approval. Each new party to the Terms shall confirm in writing that it accepts the Terms. Securitas may, in whole or in part, assign or transfer its rights and obligations according to the Terms to another legal entity within Securitas’ corporate group. In such case, Securitas must inform the Subscriber in writing.

12.5 Contact information. Any questions concerning the services provided or these Terms may be directed to Securitas shall be sent by e-mail to ric@securitas.com or by regular mail to Securitas Intelligent Services AB, Box 12307, 102 28 Stockholm, Sweden.

If you would like to know more about how Securitas works with compliance, corporate governance, business ethics and sustainability, please visit securitas.com.