Last updated: 13 August 2026. Valid from 25 April 2024.
Celestio Cloud runs on top of the Kepler Cloud infrastructure as a product of Kepler Technologies AB. These general terms and conditions (the “Terms”) apply when Kepler Technologies AB (“we”, “us”, “Celestio Cloud”) provides a service to a company, organisation or other legal entity (“Customer”). The service provided is specified in an agreement between Celestio Cloud and the Customer (the “Agreement”). In the event of a conflict between negotiated terms in the Agreement and its appendices and these Terms, the negotiated elements of the Agreement and its appendices shall take precedence.
This is a translation for convenience. The Swedish version is the legally binding one.
1. Scope of the Service
1.1. The Supplier shall perform the agreed Services as specified in the Subscription Agreement.
1.2. The Agreement consists of (1) the Subscription Agreement to be signed by the Customer, (2) these general terms, (3) the Service Level Agreement, (4) the Data Processing Addendum (DPA), and (5), as applicable, any service descriptions made available to you by Celestio Cloud.
1.3. In the event that the description of the Service consists of various documents that contain conflicting information, the most recently prepared document shall take precedence.
1.4. These Terms are only applicable to Kepler Cloud data centres within the European Union. Specific terms apply to data centres outside the European Union.
2. Usage rights to the Cloud Services
2.1. Subject to fulfilment of these Terms and payment of the Fees, Celestio Cloud grants to the Customer a non-exclusive, non-transferable, revocable and limited right to access and use the Celestio Cloud services (including their implementation and configuration), solely for the Customer’s and its affiliates’ internal business operations.
2.2. The Customer may permit Authorised Users to use the Cloud Service. The Customer is responsible for breaches of the Agreement caused by Authorised Users. Under no circumstances will Celestio Cloud have any liability to your Authorised Users. How to provision users is described in the appropriate service specifications for the Cloud Service.
2.3. With respect to the Cloud Service, the Customer will not (i) disassemble, decompile, reverse-engineer, copy, translate or make derivative works; (ii) transmit any content or data that is unlawful or infringes any intellectual property rights; or (iii) circumvent or endanger its operation or security.
2.4. Celestio Cloud is entitled to fully or partly suspend the Service in the event that the Customer does not meet the obligations set out in these Terms or causes any material harm to the Cloud Service. Celestio Cloud will notify the Customer of the suspension and will limit the suspension in time and scope as reasonably possible under the circumstances. Celestio Cloud is also entitled to terminate the Agreement if the Customer fails to remedy the damage.
2.5. The Cloud Service may include integrations with web services made available by third parties and subject to those third parties’ terms and conditions. These third-party web services are not part of the Cloud Service and the Agreement does not apply to them.
2.6. The Cloud Service may include the option to use licensed software from third parties, such as operating systems or database management systems. All licensed software has separate user agreements and is subject to those third parties’ terms and conditions. This Agreement does not apply to third-party software agreements.
3. Add-on Services
3.1. The Customer can choose to supplement the Service with different Additional Services that Celestio Cloud offers from time to time. Currently the following Additional Services are available (note that Celestio Cloud’s service range may vary during the Agreement period): Backup and Disaster Recovery; Consulting services; Archive storage; Networking and Load balancer; Extended SLA; Domain names; DNS services; Cloud Engineer and DevOps; Third-Party Software and Licences.
3.2. During the Agreement period, the Customer can add or remove Additional Services via the control panel, in accordance with the terms applicable to each Additional Service.
4. Managed Cloud terms
4.1. A managed contract is a contract that has been signed and approved by your customer success manager for fixed resource quotes on a contractual term of minimum twelve (12) months.
4.2. The Contract Term for the Service is specified in the Agreement and is calculated from the delivery date of the Service. The delivery date is stated in the Agreement or in the order confirmation from Celestio Cloud.
4.3. After the Contract Term, the Contract Term shall be automatically extended on a rolling basis of twelve (12) months as specified in your Subscription Agreement.
4.4. The Customer may terminate the Managed Cloud terms for any reason observing a notice period of three (3) months.
4.5. Termination of the Agreement must be in writing to support@celestiocloud.com or to your customer success manager or contact.
5. Public Cloud terms
5.1. Celestio Cloud offers “self-catered” services when signing up on celestiocloud.com; these services are credit-based on usage and demand.
5.2. Unless otherwise agreed in writing, we will charge the Cloud Service by debiting prepaid Credits from your Account. The Credits are non-refundable and non-transferable unless otherwise decided by Celestio Cloud at its sole discretion. Through your Account, you can download invoices for the Credits you have purchased.
5.3. After the Contract Term, the Contract Term shall be automatically extended on a rolling basis of twelve (12) months or twenty-four (24) months, as specified in your Subscription Agreement.
5.4. The Customer may terminate the Service for any reason observing a notice period of three (3) months.
5.5. Termination of the Agreement must be in writing to support@celestiocloud.com or to your customer success manager or contact.
6. Termination for cause
6.1. The Agreement may be cancelled by written notice with immediate effect and without liability if: (i) the other party commits a material breach of this Agreement which is not remedied within thirty (30) days of written notification; or (ii) the other party suspends its payments generally, enters into liquidation, is declared bankrupt or otherwise deemed insolvent, or enters into composition or a non bona fide company reorganisation.
6.2. Celestio Cloud is entitled to terminate this Agreement if the Customer violates any provisions concerning usage rights, use restrictions, the Customer’s undertakings, payment terms, Intellectual Property Rights, warranties and confidentiality, and has not remedied the breach within thirty (30) days of written notice.
6.3. Celestio Cloud reserves the right to audit the Customer’s use of the Celestio Cloud services to ensure that the Customer is in compliance with the terms of this Agreement.
6.4. Upon the effective date of expiration or termination of the Agreement: (i) the Customer’s right to use the Cloud Service and all Celestio Cloud Confidential Information will end; (ii) the Customer shall immediately pay Celestio Cloud any amounts payable or accrued but not yet paid, including any deferred payments, or alternatively the Customer will be entitled to a pro-rata refund of the unused portion of prepaid fees for the terminated subscription calculated as of the effective date of termination; (iii) provided that the Customer has paid all amounts owed, Celestio Cloud shall, upon written request received within 30 days of termination, provide any Customer or Authorised User who has purchased access rights with access to the Service for a period of twenty-four (24) hours for the limited purpose of exporting the Customer’s Data; (iv) Celestio Cloud shall thereafter terminate access to the Service; and (v) Confidential Information of the disclosing party will be returned or destroyed as required by the Agreement.
7. Celestio Cloud’s commitments
7.1. Celestio Cloud is entitled to use subcontractors and is responsible for the work of a subcontractor as for its own work.
7.2. After signing the Agreement, Celestio Cloud shall examine the conditions for providing the Service. Celestio Cloud shall inform the Customer before the desired delivery date if the necessary conditions are not met, and shall then be entitled to terminate the Agreement immediately without the right of either party to make any claim against the other. The final delivery date may vary depending on the circumstances of the individual case.
8. Customer’s commitment
8.1. The Customer warrants that the representative entering into the Agreement on its behalf has the necessary rights and authority to enter into a legally binding agreement with the Supplier on behalf of the Customer.
8.2. When creating an account with us, you must provide accurate and complete information as required and keep it up to date. If you provide us with false information, we may suspend your accounts.
8.3. You are obligated to pay for any orders that you or any of your Authorised Users submit through your account. We reserve the right to limit or restrict your ability to place orders.
8.4. Customer’s regulatory compliance. Prior to entering into an order governed by this Agreement, the Customer is solely responsible for determining whether the Services meet the Customer’s technical, business or regulatory requirements. The Supplier will cooperate with the Customer’s efforts to determine whether use of the standard Services is consistent with those requirements. Additional fees may apply to any additional work performed by the Supplier or changes to the Services. The Customer remains solely responsible for its regulatory compliance in connection with its use of the Services.
8.5. The Customer is responsible for ensuring that the necessary permits from authorities and third parties are in place with respect to the Customer’s premises.
8.6. The Customer shall provide Celestio Cloud with access free of charge to the necessary space in the Customer’s premises for the provision of Services, including electricity, heating and cooling.
8.7. The Customer shall provide Celestio Cloud with such information as Celestio Cloud deems necessary for the delivery and troubleshooting of the Services, such as addresses and other information about the premises where the Services are to be delivered.
8.8. The Customer is liable for all actions or inaction under its account.
8.9. The Customer must keep and safeguard log-in details securely and for personal use. No sharing of accounts or passwords is allowed. If you or any users violate this obligation, we may suspend or terminate your accounts.
8.10. The Customer may not resell or share the Service with other companies (for example a commercial web host, ISP or telecom operator). Agreements for this must be signed separately, and in the event of a breach Celestio Cloud is entitled to renegotiate the Agreement.
9. Changes to the Service
9.1. Celestio Cloud has the right to change the scope and content of the Service in whole or in part due to changed circumstances that are beyond Celestio Cloud’s control.
9.2. If reasonably possible, Celestio Cloud shall inform the Customer at least one month before the change takes effect, by email to the Customer and by posting a notice on celestiocloud.com/service-change.
9.3. If the change is substantially disadvantageous to the Customer, the Customer has the right to terminate the Service in writing within three (3) months of the notification of the change. If the Customer does not terminate the Service within three (3) months, the Customer is considered to have accepted the change.
10. Fees, billing and payment
10.1. In return for the Services and usage rights provided by Celestio Cloud, the Customer shall pay Celestio Cloud the fees as set out in the applicable Agreement or Order.
10.2. The fee may consist of a variable fee, fixed fee, one-time fee, billing fee and/or start-up fee. The fee shall be calculated based on the current Usage Metrics as set out in the applicable Price List.
10.3. All actions taken by Authorised Users from the Customer that drive cost according to the price list will result in fees that are non-cancellable and non-refundable.
10.4. The applicable price list is available from Celestio Cloud’s Customer Service.
10.5. For Additional Services, the Customer must pay according to the Celestio Cloud price list valid at any time. If agreement has been reached on hourly compensation, debiting takes place according to current billing with agreed hourly rates.
10.6. In addition to the fee, the Customer shall pay VAT and other public charges.
10.7. Invoicing is done quarterly in advance unless otherwise agreed in writing. The Customer shall pay the invoice within thirty (30) days of the invoice date unless otherwise agreed in writing.
10.8. Billing for Services shall commence at the time agreed by the Parties in the Agreement or on any other agreed delivery date, or, if delivery is delayed for reasons solely attributable to Celestio Cloud, from the actual delivery date.
10.9. During the term of the Agreement, Celestio Cloud is entitled to request advance payment or that the Customer provide security for the performance of the Agreement if this appears justified because of a credit check. Interest is not charged on advance payments. Celestio Cloud shall also be entitled to draw from the advance payment as security corresponding to its outstanding claims.
10.10. All payments made by the Customer shall be applied first to settle all costs and interest due and then to those invoices which have been outstanding for the longest time, even if the Customer states that the payment relates to an invoice of a later date.
10.11. If the Customer has not objected to the invoice within five (5) business days of the invoice date, the Customer shall be deemed to have accepted the invoice.
10.12. If the Customer fully or partially defaults on payment more than 10 days after a reminder was sent, Celestio Cloud is entitled to suspend, in part or in its entirety, the Customer’s use of the Cloud Service until full payment has been made.
10.13. In the event of late payment, Celestio Cloud is entitled to charge interest on the late amount, a reminder fee and collection costs in accordance with this section. If the Customer does not pay the overdue invoice despite a reminder, Celestio Cloud is entitled to suspend the Service with immediate effect, terminate the Agreement and charge the full fee for the remaining Contract Period. If the Service is put back into use after suspension, Celestio Cloud is entitled to charge the Customer an administrative fee for this.
11. Price changes
11.1. Celestio Cloud may change the price of the Services at any time. Celestio Cloud will notify the Customer at least 30 days prior to the price change taking effect. If the price change is material (that is, more than 10%) and the Customer does not agree to it, the Customer may terminate the Agreement by providing three (3) months’ notice.
11.2. Hardship. In the event of material changes in economic, financial, legal or technological circumstances, such as (but not limited to) official decisions of governmental authorities or courts, proposed changes to laws, or changes to the price for components or licences that form part of the Services, that cause adverse economic consequences to Celestio Cloud and thereby render it difficult for Celestio Cloud to perform its contractual obligations, the Customer shall indemnify Celestio Cloud for any increased costs that Celestio Cloud is forced to accept in order to supply the Service.
11.3. Compulsory Service Improvement: amendment or add-on in the Services required by mandatory laws and regulations. For Compulsory Service Improvements, the Supplier may charge the Customer for the Customer’s proportional share of the development cost, but not more than ten percent of the total development cost incurred by the Supplier, provided that the service improvement can be shared with other Customers. If the Service Improvement becomes unique to the Customer, the payment terms for Customer-Specific Changes shall apply.
11.4. Customer-Specific Changes: change or add-on in the Services specifically requested or ordered by the Customer and not shared with other Customers. If Customer-Specific Changes entail increased costs for the Supplier, the Customer shall be charged in accordance with Celestio Cloud’s Price List. Changes that are not applicable to the Supplier’s default service are Customer-Specific Changes.
11.5. Changes to the Customer’s policies. To the extent that the Customer or Supplier changes its security or environmental policies and this entails that Celestio Cloud needs to make changes to its production of the Services, and if this would cause Celestio Cloud’s costs to increase or decrease, Celestio Cloud or the Customer may initiate a discussion regarding any adjustment of compensation. In such a discussion, Celestio Cloud and the Customer shall act with honest and good intent.
12. Public Cloud Services: payment terms and service credits
12.1. To utilise the Service, maintaining a positive Credit balance in your Account is essential. You are responsible for ensuring an adequate amount of Credits in your Account at all times to cover the service fees for your subscribed Service. Should your Credit balance deplete to zero or become negative, Celestio Cloud reserves the right to suspend your Service access. In the event of a negative or zero balance, if you fail to replenish Credits within a reasonable timeframe set by Celestio Cloud (minimum of fourteen (14) days), the Agreement will be deemed terminated. Your Account will be closed and all Customer Data will be deleted. You remain liable for applicable service fees (such as storage and IP address fees) during any suspension period until the Agreement’s termination.
12.2. Payment delays will result in: (a) a balance below -100 SEK in credit will pause your resources; (b) 14 days past due: automatic Service termination without notice, where restoration after 14 days is subject to a 500 SEK fee per instance, server and service; (c) 30 days past due: permanent deletion of services and data.
13. Improper use and suspension of the Service
13.1. The Customer shall take reasonable steps to ensure that the Service is not subject to improper use. Misuse means: (a) use contrary to Swedish law; (b) dissemination of information that can reasonably be deemed unlawful or that is done with the aim of committing unlawful acts, or to incite or enable another to commit unlawful acts; (c) mass calls or unsolicited mass mailings (spamming) that cause interference with the Celestio Cloud network or the Service; (d) knowingly engaging in activity that causes disruption to the Service (for example distributed denial of service) for the Customer at Celestio Cloud or third parties; (e) irresponsible dissemination of personal data; (f) unauthorised access to information, networks or systems belonging to Celestio Cloud, or other actions that cause considerable inconvenience to Celestio Cloud, Celestio Cloud’s systems or Celestio Cloud’s customers.
13.2. Celestio Cloud reserves the right to audit the Customer’s use of the Celestio Cloud services to ensure that the Customer is in compliance with the terms of this Agreement.
13.3. Celestio Cloud has the right to suspend the Service in whole or in part if the Customer fails to comply with its obligations under clause 13.2 or the Agreement in general. If the Customer does not take immediate remedial action despite a reminder, Celestio Cloud is entitled to terminate the Agreement with immediate effect and to charge a fee for the remaining Contract Period.
13.4. The Customer shall indemnify Celestio Cloud for all other damages, including costs resulting from claims by third parties against Celestio Cloud due to the Customer’s breach of clause 13.2.
14. Provision of the Service, service levels, warranties
14.1. Limited warranty. Celestio Cloud will perform the Services (i) in substantial conformance with these Terms and the applicable service specifications, and (ii) with the degree of skill and care reasonably expected from a skilled and experienced supplier of services substantially similar to the nature and complexity of the Cloud Service. Celestio Cloud makes no representations and disclaims any and all warranties including, but not limited to, warranties concerning satisfactory quality, fitness for a particular purpose, service levels, uptime, results from use of the Services, non-infringement of third parties’ Intellectual Property Rights, or that the Services are free of malware or other harmful components.
14.2. Quality of User Data. Celestio Cloud makes no representations and disclaims any and all warranties concerning satisfactory quality of Customer Data, fitness for a particular purpose and results from interpretation and use of the Customer Data.
14.3. Collection of Data. Since Customer Data and Personal Data collection depends on several factors, such as (but not limited to) the Customer, User or other appointed party complying with instructions from Celestio Cloud for the use of Services and related software, installation or configuration processes, Celestio Cloud makes no representation and does not warrant, endorse, guarantee or assume responsibility that Customer Data and Personal Data collection may be performed or upheld at all times.
14.4. The Customer’s sole and exclusive remedies and Celestio Cloud’s entire liability for breach of the warranty under this Section will be: (i) the rectification of the deficient Cloud Service, and (ii) if Celestio Cloud fails to rectify, the Customer may terminate its subscription for the affected Cloud Service. Any termination must occur within three months of Celestio Cloud’s failure to rectify.
14.5. No implicit warranties. Except as expressly provided in the Agreement, neither Celestio Cloud nor its subcontractors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement, or results to be derived from the use of or integration with any products or services, or that the operation of any products or services will be secure, uninterrupted or error free. The Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of Celestio Cloud, or product roadmaps, in obtaining subscriptions for any Cloud Service.
14.6. The Customer warrants that the use of the Service will not be misused. For the purpose of this Section, misuse means: (i) acting non-compliant with applicable laws on Personal Data and data security; (ii) spreading information which can be seen as illegal or which seeks to be used for illegal activities; (iii) irresponsible processing of collected or compiled Personal Data; or (iv) in any way engaging in acts which can cause harm to Celestio Cloud, Celestio Cloud’s systems or Celestio Cloud’s other customers.
14.7. The Customer further warrants that: (i) it has the software required in order to use the Services, or which is otherwise clearly required for such use; (ii) it has the necessary software agreements and licences in place to allow Celestio Cloud’s performance of the Service; (iii) it is entitled to let Celestio Cloud process Customer Data and Personal Data in the Cloud Services; (iv) it complies with any applicable law on personal data and data security; and (v) the Customer, or a party appointed by the Customer, will comply with the documentation, instructions and manuals for the use of the Services supplied by Celestio Cloud.
14.8. Rectification. If you consider that the Services provided to you were not performed as described in the relevant service description, you must promptly provide us with a written notice describing the deficiency. Celestio Cloud will strive to correct possible deficiencies, but if such correction is not commercially reasonable for Celestio Cloud and the deficiency has a material effect on your use of the Services, you have the right to terminate the deficient Services.
14.9. Sole remedy. You are entitled to compensation for unscheduled interruptions in the provision of the Service in accordance with the SLA, Appendix 3. The SLA compensations will be paid in the form of service credits to be set off against any future payments, and may not be exchanged for cash or other forms of payment.
15. Limitation of liability
15.1. Any liability of Celestio Cloud shall not extend to indirect loss, consequential loss (including loss of production and income, loss of data and damage to other people’s property) or damage which could not reasonably have been foreseen by Celestio Cloud.
15.2. Celestio Cloud will not be liable for any additional costs, loss or damage resulting from a person or entity corrupting, exploiting or destroying information through unauthorised access to the Customer’s system.
15.3. In any event, Celestio Cloud’s maximum liability to the Customer under this Agreement shall be limited to a total maximum of SEK 10 000 per the last 12-month period during the term of the Agreement.
15.4. The above limitations of liability shall not apply to damage caused intentionally or by gross negligence, or to liability which, under applicable law, cannot be excluded.
15.5. In order to be valid and enforceable, the Customer must present any claims for damages within six (6) months after the occurrence of the event giving rise to the claim.
16. Third-party products
16.1. Third-party applications and integrations. Celestio Cloud makes no representation and does not warrant, endorse, guarantee or assume responsibility for any third-party applications or integrations (or their content) or any other product or service advertised or offered by a third party on or through the Services, or featured in any banner or other advertising.
16.2. If you use third-party products in connection with the Service, you must comply with the contract and licence terms of those products. Celestio Cloud is responsible only for the provision of our Services. Any third-party products are provided by the relevant third parties and covered by their terms of service or licence agreements. Celestio Cloud does not assume any liability with regard to third-party products or their use, whether or not they are linked to the Service.
16.3. Certain third-party products, such as Microsoft Windows Server operating systems, cannot be used in the Service unless licensed from Celestio Cloud. We will provide additional information regarding such products upon request.
17. Force majeure
17.1. Any failure or delay by Celestio Cloud in the performance of its obligations under this Agreement shall not be deemed a breach of contract if such failure or delay is caused by fire, flood, earthquake, scarcity in electricity, cyberattacks, elements of nature, public utility electrical failure, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, or labour difficulties, court order, authority decisions, power outage, delays or disruptions of the internet or telecommunications networks (including city fibre networks, national and international access points that connect internet service providers), third-party non-performance, non-standardised methods or material, or any other similar cause beyond the reasonable control of Celestio Cloud. Celestio Cloud does not accept any liability for the consequences arising out of any such force majeure events.
18. Customer Data and Personal Data
18.1. As between Celestio Cloud and the Customer, the Customer retains all title and intellectual property rights in and to the Customer Data. The Customer grants Celestio Cloud the right to host, use, process, display and transmit Customer Data to provide the Service in accordance with the Agreement.
18.2. The Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of Customer Data, and for obtaining necessary rights and consents related to Customer Data to allow Celestio Cloud to perform the Service. If you do not have the necessary rights or consents, you are not allowed to upload or store such Customer Data in the Service.
18.3. Within a reasonable time after the termination or expiry of the Agreement, or after you have permanently ceased using the Services, Celestio Cloud will delete all Customer Data under your Account, unless Celestio Cloud is obliged to retain copies pursuant to applicable laws or orders of a governmental authority.
18.4. If the Customer Data contains personal data, the provisions of our Data Processing Addendum (DPA), Appendix 4, shall govern the processing of that personal data by Celestio Cloud. With the exception of obligations relating to personal data set forth in the DPA, we do not assume any liability with respect to the Customer Data.
18.5. You must ensure that the Customer Data does not infringe any third-party intellectual property rights or violate any applicable laws or regulations.
18.6. You shall not upload or store any illegal content, or any infringing, offensive, threatening, libellous, defamatory or otherwise inappropriate data or content to the Service.
18.7. The Customer is responsible for making necessary and appropriate backup copies of the Customer Data stored in the Service. Such backup copies must be stored outside the Service.
18.8. For information on how we handle personal data, please refer to our privacy policy available at celestiocloud.com.
19. Confidential Information
19.1. Confidential information means information (technical, commercial or otherwise) that can reasonably be considered confidential in nature, except for: (a) information that is in the public domain; (b) information which the Party can demonstrate it has known about before; and (c) information which the Party obtains from a third party without being bound by any obligation of confidentiality in relation to that third party.
19.2. Both Parties undertake not to disclose confidential information to third parties.
19.3. Either Party may disclose Confidential Information to employees and subcontractors who need access to the information to perform the Agreement, and shall be responsible for their compliance with the provisions of the Agreement.
19.4. Celestio Cloud may disclose Confidential Information to another company within the HDL Group.
20. Intellectual Property Rights
20.1. All title and intellectual property rights pertaining to and in the Services (including all modifications, extensions, customisations, scripts or other derivative works of the Service provided or developed by Celestio Cloud) are the exclusive property of Celestio Cloud or its licensors. Any rights in the Service or Celestio Cloud’s intellectual property not expressly granted herein are reserved by Celestio Cloud. Celestio Cloud has the right to collect and process aggregated, anonymised data derived from or created through the use of the Service by the Customer or its Authorised Users, provided that the data does not identify the Customer or any natural person.
20.2. The Customer grants Celestio Cloud a royalty-free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and incorporate into the Service (without attribution of any kind) any suggestions, enhancement requests, recommendations, proposals, corrections or other feedback or information provided by the Customer or any Authorised User relating to the operation or functionality of the Service.
21. Marketing
21.1. Subject to the Customer’s prior written approval, the Customer grants Celestio Cloud a right to use the Customer’s business name and logo as a public reference on Celestio Cloud’s website and in sales and marketing materials.
21.2. Celestio Cloud may ask the Customer to participate in a case study about the Customer’s use of the Service. Celestio Cloud is not allowed to publish the case study without the Customer’s prior approval. Provided that the Customer approves, Celestio Cloud shall have a royalty-free, perpetual, worldwide right and licence to reproduce, publish, distribute and translate the case study, whether in written or recorded form. The case study may be used on Celestio Cloud’s website, Celestio Cloud’s social media channels (such as YouTube and LinkedIn), and other sales and marketing presentations and materials.
22. Special rules for micro, small and non-profit enterprises
22.1. According to Swedish law, lagen (2022:482) om elektronisk kommunikation (LEK), certain provisions granting rights to consumers in LEK, lagen (2005:59) om distansavtal och avtal utanför affärslokaler, and marknadsföringslagen (2008:486) also apply to micro-enterprises, small enterprises and non-profit organisations, unless they have expressly agreed to derogate from the provisions. These provisions relate to: (a) information to be provided prior to the conclusion of a contract (Chapter 7, Section 1 of LEK; Chapter 2, Section 2 of distansavtal och avtal utanför affärslokaler; and Section 22 a of marknadsföringslagen); (b) the maximum duration of the contract (Chapter 7, Section 8 of LEK); (c) package offers and applicability of certain provisions of LEK to other services or terminal equipment offered together with an electronic communications service (Chapter 7, Section 26 of LEK); and (d) the extension of the initial contract period in the case of contracts for additional services (Chapter 7, Section 27 of LEK).
22.2. By the Agreement, the Customer agrees that these provisions are waived and shall not apply.
23. Decommissioning of cooperation
23.1. Settlement. In connection with the settlement of the Agreement, the Supplier shall, regardless of the reason for termination, by itself or its subcontractors, assist the Customer in the necessary manner with: (a) the services covered by this Agreement; (b) the services which otherwise should reasonably be performed by the Supplier; and (c) the transfer of information as follows from the applicable Data Processing Addendum to secure personal data processed in the Service in accordance with applicable privacy and data protection laws.
23.2. Supplier’s continued support. During the transition period, when transferring the services to the Customer or its new supplier, the Supplier shall continue to perform its duties and obligations under this Agreement without interference, and knowledge maintained during the termination period may be transferred to the Customer and such new service provider (“Successor”) as the Customer advises.
23.3. Settlement plan. The Supplier shall, within one (1) calendar month after a request for settlement and settlement services from the Customer, describe and propose a settlement plan. Settlement work shall be carried out within a reasonable period, but not less than three (3) calendar months from the request for settlement. In connection with settlement, the Supplier shall provide the Customer with the documentation, program code and all data and material that is the Customer’s property. At the Customer’s request, the Supplier shall destroy or erase any copies of the said material, in accordance with data protection and privacy laws and as stated in the Data Processing Addendum.
23.4. Transition to Successor. At the Customer’s request, the Supplier shall provide all the knowledge reasonably requested to facilitate the transition of the Services to the Successor (such transfer to include, but not be limited to, the provision and explanation of all policies, processes, standards, procedures, data and related procedures necessary to facilitate and accomplish a transfer and resumption of the Services), in accordance with data protection and privacy laws and as stated in the Data Processing Addendum.
23.5. Costs. As regards the costs of closing the managed services, the following shall apply: (a) for Services also provided before the End Date, the same repayment shall apply as before the End Date; and (b) for services not provided before the Expiration Date, and for termination assistance, these shall be invoiced on an ongoing basis based on the Supplier’s consultancy prices in accordance with the Agreement, or, if no indication of prices is given, according to the Supplier’s applicable general price list at that time.
24. General rules
24.1. The status of the Parties. Nothing contained in these Terms will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. It is the Customer’s responsibility and liability to keep any accounting documents and information in order and to pay all applicable taxes and charges.
24.2. Updates to the Terms. We may make modifications to these Terms, including pricing. Any updates will be published on our website, sent to you by email, published in the administrator’s portal, or otherwise as required by law. The updated Terms will apply from the date of publication on our website (see the “Valid from” date), and your continued use of our Services will constitute your acceptance. The information will be delivered by email if the modification is not solely an improvement. If a modification results in a material disadvantage for the Customer, the Customer may terminate its subscriptions of the affected Cloud Service by providing written notice to Celestio Cloud within thirty days after receipt of Celestio Cloud’s information notice. If the Customer has not terminated within that period, the Customer shall be deemed to have accepted the changes.
24.3. Surviving terms. The following sections shall survive the expiration or termination of this Agreement: Termination and Effect of Termination; License Rights; Restrictions; Data Protection; Confidentiality; Feedback; Warranty; Limitation of Liability and Indemnification; and Applicable Law and Dispute Resolution. Any provision that, by its nature or to give effect to its meaning or purpose, should survive termination shall apply to respective successors and assignees.
24.4. Entire agreement. These Terms constitute the entire agreement between the Parties, and no promise, undertaking, representation, warranty or statement by either Party prior to the date of these Terms shall affect these Terms.
24.5. Assignment. These Terms may be assigned by either party without notice in the event of a merger or sale of substantially all of the assigning company’s assets or stock. We may assign our rights to any other company within our group of companies or controlled entity at our discretion. The obligations under these Terms shall be binding on and inure to the benefit of both Customer and Supplier, their successors and permitted assigns.
24.6. Severability. If any provision of these Terms is found to be invalid by a court of competent jurisdiction, that provision only will be limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
24.7. Waiver. The waiver or failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
25. Export control and sanctions
25.1. The Services may be subject to export control and sanctions laws and regulations of the European Union (EU), United States (US) and any other relevant jurisdictions (“Sanctions Regulations”), and the Parties agree to comply with such Sanctions Regulations.
25.2. The Customer represents and warrants that you (or any of your owners, directors or officers) or the Authorised Users are not designated under or targeted by any Sanctions Regulations, and that you are not acting on behalf of any such individual or person.
25.3. The Customer is not allowed to use, distribute, transfer or transmit the Service or related technical information (even if incorporated into other services or products) in violation of the Sanctions Regulations, and in particular you will not permit any Authorised User to access or use the Service in a country or region subject to Sanctions Regulations (such as Cuba, Iran, North Korea, Syria or the Crimea region).
26. Definitions
26.1. Affiliates means, as to a party, any other person that directly or indirectly controls, is controlled by, or is under common control with such entity, with “control” being the direct or indirect ownership of more than fifty percent (50%) of the equity or voting interest in such person.
26.2. Confidential Information means any and all information (whether oral, written or in some other tangible form) disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), or otherwise obtained by the Receiving Party under or in connection with the applicable Agreement, that is marked as confidential, is by its nature confidential, or relates to the business, products or affairs of the Disclosing Party, including any technical information concerning the design and operation of the software.
26.3. Connection Point means the point at which the Property Network connects to the Celestio Cloud network.
26.4. Customer Premises means premises owned, leased or occupied by the Customer, and where Celestio Cloud is to provide the Service, as applicable. Documentation means the user manuals, help files, release notes and other documentation (excluding marketing materials) published by the Supplier and made available to the Customer in connection with the Service.
26.5. End-User means a user of the Customer, whether an employee, consultant or temporarily hired person.
26.6. Intellectual Property Rights means any and all intellectual property rights including patents, trademarks, design rights, copyright, rights in databases, know-how, look and feel, domain names and all similar rights (whether or not registered or capable of registration and whether subsisting in any part of the world), together with any goodwill relating or attached thereto and all extensions and renewals thereof.
26.7. Know-How means any know-how, confidential information, trade secrets, experience, drawings, designs, production methods, code, notes, flow charts, discoveries, specifications, diagrams, technology, research, methods of formulation, results of tests and field trials, specifications of materials, composites of materials, formulae and processes, and technical information including the benefit of all related obligations of confidentiality.
26.8. Look and Feel or Elements means visual presentation, colour scheme, logic and structure, presentation, graphics, website navigation methods, HTML code, meta-tag structures and similar.
26.9. Initial Plan means the 24-month term the Customer initially signs up for, unless otherwise agreed in writing.
26.10. Renewal Term means the 12-month term following the Initial Term, unless otherwise agreed, each time the subscription is renewed.
26.11. Service means a service specified in the Parties’ Agreement.
26.12. Subscription Term means the Initial Term for your subscription as initially stated in the Order Form, and as long as you continue to subscribe to the service in your Renewal Term.
26.13. Support Services means the standard maintenance and support services.
27. Changes to these Terms
27.1. These Terms apply until further notice. Celestio Cloud has the right to amend these Terms, and such amendments shall enter into force one month after the amendment has been made publicly available on celestiocloud.com.
27.2. If the amendment is to the substantial disadvantage of the customer, the customer has the right to terminate the Agreement with effect from the entry into force of the amendment. The termination must be in writing and made at the latest within three (3) months of the customer being informed of the change. If the Customer does not terminate the Agreement within the specified period, the Customer shall be deemed to have accepted the change.
27.3. Oral agreements must be confirmed in writing by Celestio Cloud.
28. Governing law and dispute resolution
28.1. The Agreement shall be governed by Swedish law, without reference to its choice-of-law and conflict-of-law provisions.
28.2. In the event of any legal proceedings or inquiries relating to Customer Data or Personal Data, Celestio Cloud will as a matter of first resort cooperate with the Customer and resolve any issues by means of mediation where the Parties will be represented by the CEO or such person as the CEO appoints.
28.3. Any dispute arising out of, or in connection with, the Agreement shall be finally settled in the Swedish public courts, with the District Court of Helsingborg as the court of first instance.
29. Contact information
Kepler Technologies AB, Brogatan 9, 252 66 Helsingborg, Sweden. Org.nr 556858-3131. Contact: support@celestiocloud.com.