Terms of Service.

1. Scope and Legal Status.

These General Terms of Services (“TOS”) govern the provision of the Platform and the Services by Regweaver to Users. The TOS apply (i) where a User accepts the TOS as part of Regweaver’s online onboarding process, in which case the TOS constitute an integral part of the resulting agreement between Regweaver and the User, and (ii) where a User enters into a separate subscription agreement with Regweaver, in which case the TOS are incorporated by reference into such subscription agreement. In the event of any conflict between a subscription agreement and these TOS, the subscription agreement prevails to the extent of such conflict.

2. Definitions.

2.1In the Agreement, the following definitions apply unless the context requires otherwise.

“Agreement”

means (i) where a User has entered into a separate subscription agreement with Regweaver incorporating these TOS, such subscription agreement together with these TOS and each Appendix, or (ii) in the absence of any such subscription agreement, these TOS and each Appendix.

“Appendix”

means any appendix specified in the Agreement and any document referred to in these TOS, including the DPA and the SLA.

“Confidential Information”

means any non-public information disclosed by one party to another in connection with the Agreement, whether in written, oral, electronic, or other form, but excluding information that (i) was publicly known at the time of disclosure or subsequently became publicly known other than through a breach of a confidentiality obligation, or (ii) was known to the receiving party at the time of disclosure or subsequently became known to the receiving party without confidentiality restrictions through a third party having a legitimate right to disclose such information.

“Customer Data”

means any data, information, content, or materials uploaded, submitted, stored, or processed by or on behalf of a User through the Platform or the Services. Customer Data excludes (a) aggregated, anonymized, or de-identified data that does not identify the User, any company or any individual; (b) metadata, usage statistics, performance data, and other technical or operational data relating to the operation, support, or improvement of the Services; and (c) any data generated by Regweaver in connection with the provision of the Services, including logs, diagnostics, and analytics.

“DPA / Data Processing Agreement”

means the data processing agreement entered into between Regweaver and the User, governing Regweaver’s processing of personal data on behalf of the User.

“End User”

means an individual who is authorized by a User to access and use the Platform on behalf of such User.

“Evaluation Services”

means services that are under development and made available by Regweaver to the User, marked as “Beta”, “Evaluation”, “Trial”, “Test” or similar, and provided for evaluation and testing purposes only.

“Intellectual Property Rights”

means all patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered.

“Platform”

means the Regweaver platform, including all software, applications, and interfaces made available by Regweaver.

“Regulation”

means any applicable law, regulation, regulatory guideline, or binding directive issued by a competent authority.

“Regweaver”

means Regweaver AB, the provider of the Platform and the Services.

“Services”

means the Platform and any other service, software, or application provided or made available by Regweaver, as further described on the Website.

“SLA / Service Level Agreement”

means the service levels referenced in clause 25 of these TOS or, where a separate SLA is incorporated into the Agreement, that document.

“User”

means any legal entity that has accepted the Agreement and is authorized by Regweaver to use the Platform or the Services.

“Website”

means www.regweaver.com and any other website operated by Regweaver.

3. The Platform and Services.

3.1The Platform enables Users to manage regulatory compliance activities and to exchange regulatory-relevant information with other Users on a contractual basis, in support of obligations arising under applicable Regulations or other legitimate business purposes.

3.2Regweaver provides the Platform and Services on a software-as-a-service basis. The functional scope, configurations, and modules available to a User are as set out in the User’s subscription or as otherwise made available through the Platform.

3.3Regweaver may, from time to time, develop and release new features, modules, and improvements. Such changes do not entitle the User to a reduction in fees or to terminate the Agreement, except as expressly provided in clause 19.

4. Account Registration and Verification.

4.1Access to the Services requires registration of an account. The User is responsible for ensuring that the information provided is accurate and kept up to date.

4.2Regweaver may, as a condition for activating or maintaining an account, conduct identity, legitimacy, and ownership verification of the User and of individuals authorized to act on its behalf. Regweaver may suspend or refuse access where such verification cannot be completed.

4.3The User is responsible for the actions of its End Users and shall ensure that End Users comply with the Agreement.

5. Users' Obligations and Acceptable Use.

5.1The User shall use the Services only for lawful purposes and in accordance with the Agreement and Regweaver’s reasonable instructions.

5.2The User is responsible for the accuracy, quality, and legality of Customer Data and for the means by which the User acquired such data, including ensuring that the User has all necessary rights and consents to upload, submit, and process such data through the Services.

5.3The User shall maintain the confidentiality of credentials issued to it and notify Regweaver promptly of any suspected unauthorized access.

6. Prohibited Use.

6.1The User shall not, and shall not permit any End User or third party to (i) reverse engineer, decompile, or attempt to derive the source code of the Platform; (ii) use the Services to develop a competing product or service; (iii) interfere with or disrupt the integrity or performance of the Services; (iv) introduce malicious code; (v) use the Services in violation of applicable law; or (vi) circumvent any access controls or usage limits.

7. Data Sharing Between Users.

7.1The Platform may enable Users to share information with other Users. Any such sharing is undertaken by Users on their own behalf and on the basis of agreements between the Users concerned. The detailed operational and contractual terms governing such sharing are set out in the applicable subscription agreement and accompanying documentation.

7.2Regweaver acts as a technical facilitator only. Regweaver is not a party to, and assumes no liability under, any agreement entered into between Users in connection with the sharing of information through the Platform.

8. Confidentiality.

8.1Each party shall keep the other party’s Confidential Information confidential and use it only for the purposes of performing its obligations or exercising its rights under the Agreement.

8.2The obligations under this clause survive termination of the Agreement for a period of five (5) years.

9. Intellectual Property.

9.1As between the parties, Regweaver retains all Intellectual Property Rights in and to the Platform, the Services, and all related materials, including any improvements, modifications, and derivative works.

9.2The User retains all Intellectual Property Rights in Customer Data. The User grants Regweaver a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data to the extent necessary to provide the Services.

10. Data Processing.

10.1Where Regweaver processes personal data on behalf of the User, such processing is governed by the DPA, which forms an integral part of the Agreement.

11. Third Party Services and Software.

11.1The Services may interoperate with, or rely on, third party services and software. Regweaver is not responsible for the availability, accuracy, or performance of such third party services, and the User’s use of them is subject to the applicable third party terms.

12. Evaluation Services.

12.1Evaluation Services are provided “as is” and without warranty of any kind. Regweaver may modify, suspend, or discontinue Evaluation Services at any time without liability. The SLA does not apply to Evaluation Services.

13. Fees and Payment.

13.1Fees for the Services are as set out in the User’s subscription. Unless otherwise agreed, fees are invoiced in advance and payable within thirty (30) days of the invoice date. All fees are exclusive of VAT and other applicable taxes.

13.2Late payment may result in interest at the statutory rate and, after notice, suspension of the Services.

13.3Fees are non-refundable except where required by law. Nothing in these terms limits the statutory rights you have as a consumer, including the right of withdrawal. Avgifter återbetalas inte, utom där lag kräver det. Inget i dessa villkor begränsar de lagstadgade rättigheter du har som konsument, inklusive ångerrätt.

14. Suspension and Deletion of Content.

14.1Regweaver may suspend access to the Services, or remove Customer Data, where it has a reasonable basis to believe that continued provision or storage would (i) violate applicable law, (ii) infringe third party rights, (iii) compromise the security or integrity of the Services, or (iv) breach the Agreement. Regweaver shall, where practicable, give the User prior notice.

15. Limitation of Liability.

15.1To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, revenue, goodwill, or data, arising out of or in connection with the Agreement.

15.2Each party’s aggregate liability under or in connection with the Agreement in any twelve (12) month period is limited to the fees paid or payable by the User to Regweaver during that period.

15.3The limitations in this clause do not apply to liability for (i) death or personal injury caused by negligence, (ii) fraud or fraudulent misrepresentation, or (iii) any other liability that cannot lawfully be limited.

16. Indemnification by Regweaver.

16.1Regweaver shall defend the User against any third party claim that the User’s authorized use of the Services infringes such third party’s Intellectual Property Rights and shall indemnify the User against damages finally awarded by a competent court, subject to the User (i) promptly notifying Regweaver of the claim, (ii) granting Regweaver sole control of the defense and settlement, and (iii) providing reasonable cooperation.

16.2Regweaver has no obligation under this clause to the extent the claim arises from (i) Customer Data, (ii) modifications to the Services not made by Regweaver, or (iii) use of the Services in combination with anything not provided by Regweaver.

17. Term and Termination.

17.1The Agreement enters into force upon the User’s acceptance and continues for the subscription period agreed. Unless otherwise stated, the subscription renews for successive periods of equal length unless terminated by written notice no later than thirty (30) days before the end of the then-current period.

17.2Either party may terminate the Agreement with immediate effect for material breach by the other party that has not been cured within thirty (30) days of written notice, or upon the other party’s insolvency.

18. Consequences of Termination.

18.1Upon termination, the User’s right to access and use the Services ceases. Regweaver shall, for a period of thirty (30) days after termination, make Customer Data available for export in a standard format. Thereafter, Regweaver may delete Customer Data, subject to applicable retention obligations.

18.2Provisions which by their nature should survive termination shall do so, including clauses 8 (Confidentiality), 9 (Intellectual Property), 15 (Limitation of Liability), and 24 (Governing Law and Disputes).

19. Amendments.

19.1Regweaver may amend these TOS from time to time. Material changes will be notified to the User at least thirty (30) days in advance. If the User does not accept a material change, the User may terminate the Agreement before the change takes effect.

20. Force Majeure.

20.1Neither party is liable for failure to perform its obligations to the extent caused by events beyond its reasonable control, including acts of war, terrorism, civil unrest, natural disasters, pandemics, governmental actions, or failures of public infrastructure.

21. Marketing and Communications.

21.1Regweaver may identify the User as a customer in its marketing materials, including by use of the User’s name and logo, unless the User notifies Regweaver in writing that it does not consent.

22. Suggestions and Improvements.

22.1The User grants Regweaver a perpetual, irrevocable, worldwide, royalty-free license to use any feedback, suggestions, or ideas relating to the Services for any purpose, including incorporating them into the Services without obligation or attribution.

23. General Provisions.

23.1The Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements and understandings.

23.2No party may assign the Agreement without the prior written consent of the other, except that Regweaver may assign the Agreement in connection with a merger, reorganization, or sale of substantially all of its assets.

23.3If any provision is held to be invalid or unenforceable, the remaining provisions continue in full force and effect.

23.4Notices under the Agreement shall be in writing and sent to the addresses notified by the parties.

24. Governing Law and Disputes.

24.1The Agreement is governed by the laws of Sweden, without regard to its conflict of laws principles.

24.2Any dispute arising out of or in connection with the Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Gothenburg, Sweden, and the language shall be English.

25. Service Level Agreement.

25.1Regweaver targets a monthly Platform availability of 99.5%, measured excluding scheduled maintenance and events of force majeure. Detailed service levels, support response targets, and remedies are set out in the SLA appendix made available to subscribed Users.