CleverOcean – General Terms & Conditions
Last Modified: October 13, 2025
1. Agreement Overview
This CleverOcean Agreement (the “Agreement”) is between CleverOcean (“CleverOcean”, “we”, “us”) and the Customer or End User, as applicable (collectively, the “Parties”). This Agreement governs access to and use of CleverOcean software and services (the “Services”). In addition to this Agreement, there is a “Contract” (order form or similar) that, when combined with this Agreement, constitutes the complete contractual relationship between the Customer and CleverOcean. In the event of any conflict between the Contract and this Agreement, the Contract shall prevail.
2. Definitions
“Customer” means the organization agreeing through its legal representative to these terms either electronically or by signing a Contract for the Services. If you are agreeing to this Agreement for an organization, you represent that you have the authority to bind that organization; otherwise, you must not sign up for the Services.
“End User” means an individual provided with a username and login credentials to use the Services as agreed by the Customer. By using the Services, End Users agree to the terms of this Agreement and acknowledge that their Administrator may control account information and access to their CleverOcean account.
“Software as a Service” (“SaaS”) means the fully cloud‑based delivery of CleverOcean’s solution, requiring the transfer of Customer Data to a cloud infrastructure operated by or on behalf of CleverOcean. The Services may alternatively be delivered “On Premises” and installed on the Customer’s systems.
For On‑Premises delivery, the Customer may choose either (i) to keep its configuration solely on‑premises (in which case CleverOcean personnel require administrative access to the Customer’s network to perform support), or (ii) to have CleverOcean host the configuration and automatically synchronize it with the Customer’s on‑premises copy.
Where clauses only apply to SaaS delivery, they are marked with “(SaaS)”.
“Contract” means the document outlining the commercial terms, including, without limitation, price, delivery times, support obligations, and service description.
“Customer Data” means any data or information provided by the Customer or its End Users for use with the Services.
“Third‑Party Applications” means any web‑based or offline software application provided by Customer or a third party that interoperates with the Services.
3. CleverOcean Obligations
CleverOcean will provide the Services as outlined in the Contract. Customer may access and use the Services made available by CleverOcean in accordance with this Agreement and the Contract.
3.1 Facilities and Data Security (SaaS)
For SaaS, CleverOcean will use commercially reasonable efforts to ensure that facilities used to store and process Customer Data meet commercially reasonable security standards. By using the Services, Customer consents to the transfer, processing, and storage of Customer Data.
CleverOcean processes Customer Data in compliance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR). A separate Data Processing Agreement (DPA) is available upon request and, where required by law, forms part of the Parties’ agreement.
3.2 Modifications to the Services
CleverOcean may update the Services from time to time. If CleverOcean changes the Services in a manner that materially alters or reduces their functionality, CleverOcean will inform the Customer at least eight (8) days in advance.
3.3 Limitations on Use of Services (SaaS)
CleverOcean may impose reasonable limitations on bandwidth or other resource usage for the Services.
3.4 Support
Support will be provided by CleverOcean as explicitly stated in the Contract. Otherwise, the Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to the use of the Services and will use reasonable efforts to resolve support issues before escalating them to CleverOcean.
4. Customer Obligations
4.1 Compliance
Customer will use the Services in compliance with this Agreement and any applicable CleverOcean terms or acceptable use policies. Customer will obtain and maintain any required consents from End Users to allow Administrators to perform actions described in this Agreement and to allow CleverOcean to provide the Services. Customer represents and ensures that its End Users are governed by this Agreement.
4.2 Customer Administration of the Services
Customer may designate End Users as administrators (“Administrators”) via the administrative console. Customer is responsible for: (i) maintaining the confidentiality of passwords and Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrator use of the Services complies with this Agreement. CleverOcean’s responsibilities do not extend to the internal management or administration of the Services for Customer.
4.3 Unauthorized Use & Access
Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use. Customer will promptly notify CleverOcean of any unauthorized use of, or access to, the Services.
4.4 Restricted Uses
Customer will not (i) sell, resell, or lease the Services; or (ii) use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury. Customer, not CleverOcean, is responsible for compliance with any applicable vertical or industry‑specific regulations.
5. End User Obligations
5.1 Accounts
An End User may join with credentials provided by the Customer’s Administrator. End User accounts exist under the Customer’s CleverOcean account and are subject to Administrator control. End Users must use the Services in compliance with their employment obligations and the Customer’s terms and policies.
5.2 Administrator Control
An End User’s Administrator may have the ability to access, disclose, restrict, or remove information in or from an End User’s CleverOcean account, and to monitor, restrict, or terminate access to such account.
6. Third‑Party Requests
A “Third‑Party Request” is a request from a third party for records relating to an End User’s use of the Services, including information in or from an End User or Customer account (e.g., warrants, court orders, subpoenas, or End User‑consented requests). Customer is responsible for responding to Third‑Party Requests via its own access to information and will contact CleverOcean only if it cannot obtain the information despite diligent efforts.
CleverOcean will make commercially reasonable efforts, to the extent allowed by law and the terms of the request, to: (i) promptly notify Customer of receipt of a Third‑Party Request; (ii) comply with Customer’s commercially reasonable requests regarding efforts to oppose a Third‑Party Request; and (iii) provide Customer with information or tools required for Customer to respond (if Customer is otherwise unable to obtain the information). If Customer fails to promptly respond to a Third‑Party Request, CleverOcean may, but is not obligated to, respond.
7. Suspension
7.1 Of End User Accounts by CleverOcean (SaaS)
If an End User (i) violates this Agreement or applicable CleverOcean terms; (ii) uses the Services in a manner resulting in excessive support requests; or (iii) uses the Services in a manner that CleverOcean reasonably believes will cause liability, CleverOcean may request that Customer suspend or terminate the applicable End User account. If Customer fails to do so promptly, CleverOcean may suspend or terminate the account directly.
7.2 Security Emergencies
Notwithstanding anything in this Agreement, if there is a Security Emergency, CleverOcean may automatically suspend use of the Services. CleverOcean will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. “Security Emergency” means: (i) use of the Services that does or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to provide the Services; or (ii) unauthorized third‑party access to the Services.
8. Intellectual Property Rights
8.1 Reservation of Rights
This Agreement does not grant CleverOcean any rights to Customer’s or End Users’ files or the intellectual property rights embodied in those files, except for the limited rights expressly set forth herein that are needed to operate the Services. This Agreement does not grant Customer or End Users (i) any rights to the intellectual property in the Services or (ii) any rights to use CleverOcean trademarks, logos, domain names, or other brand features.
8.2 Limited Permission
CleverOcean may need Customer’s permission to perform actions that Customer or an End User requests, such as hosting or sharing files. This includes product features (e.g., previews) and technical administration (e.g., redundant backups). Customer grants CleverOcean the permissions necessary to provide the Services and for CleverOcean to meet its obligations and exercise its rights under this Agreement. This permission extends to third parties engaged by CleverOcean to provide the Services (e.g., hosting providers), solely for that purpose.
8.3 Customer List
CleverOcean may include Customer’s name and logo in a list of customers on the CleverOcean website and in marketing materials, subject to any reasonable brand use guidelines provided by Customer.
8.4 Third‑Party Services
If Customer uses any third‑party service with the Services: (a) such service may access or use Customer or End User information; (b) CleverOcean is not responsible for any act or omission of the third party, including its use of Customer or End User information; and (c) CleverOcean does not warrant or support any service provided by the third party.
8.5 Disclaimers
THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‑INFRINGEMENT. CLEVEROCEAN MAKES NO REPRESENTATIONS ABOUT CONTENT OR INFORMATION IN OR FROM ANY END USER OR CUSTOMER ACCOUNT AND HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION.
9. Fees & Payment
9.1 Fees as outlined in the Contract
Customer will pay, and authorizes CleverOcean to charge using Customer’s selected payment method, all applicable fees. Fees are non‑refundable except as required by law. Customer is responsible for providing complete and accurate billing and contact information. CleverOcean may suspend or terminate the Services if fees are thirty (30) days past due.
9.2 Taxes
Customer is responsible for all taxes. CleverOcean will charge tax when required by law. If Customer is required to withhold any taxes, Customer must provide CleverOcean with an official tax receipt or other appropriate documentation.
10. Term & Termination
10.1 Term
This Agreement remains in effect until Customer’s Contract for the Services expires or is terminated, according to the Contract’s terms.
10.2 Termination for Breach
Either Party may suspend performance or terminate this Agreement if: (i) the other Party is in material breach and fails to cure within thirty (30) days after receipt of written notice; or (ii) the other Party ceases business operations or becomes subject to insolvency proceedings not dismissed within ninety (90) days.
10.3 Effects of Termination
Upon termination: (i) rights granted by CleverOcean to Customer and End Users cease immediately; and (ii) this Agreement will automatically terminate upon bankruptcy or insolvency of either Party or sale of the business of either Party. The following sections survive expiration or termination: Administrator Control, Third‑Party Requests, Intellectual Property Rights, Disclaimers, Fees & Payment, Effects of Termination, Indemnification, Limitation of Liability, and Miscellaneous.
10.4 Effects of Termination (SaaS)
Following termination of SaaS Services: (i) CleverOcean may provide Customer access to its account at then‑current rates so that Customer may export its information; and (ii) after a commercially reasonable period, CleverOcean may delete any data relating to Customer’s account.
10.5 Required Actions following Termination
Upon termination, CleverOcean shall return all Customer materials and, upon reasonable request, assist Customer in collecting and copying materials and information belonging to Customer. Customer must cease any use of the Services and uninstall all versions of CleverOcean software.
11. Indemnification
11.1 By Customer
Customer will indemnify, defend, and hold harmless CleverOcean from and against all liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of a third‑party claim regarding: (i) Customer Data; (ii) Customer’s use of the Services in violation of this Agreement or applicable use policies; or (iii) use of the Services by Customer’s End Users.
11.2 By CleverOcean
CleverOcean will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of a third‑party claim against Customer to the extent based on an allegation that CleverOcean’s technology used to provide the Services infringes or misappropriates a third party’s copyright, trade secret, patent, or trademark. CleverOcean has no obligation under this section arising from: (i) use of the Services in a modified form or in combination with materials not furnished by CleverOcean; or (ii) any content, information, or data provided by Customer, End Users, or third parties.
11.3 Possible Infringement
If CleverOcean believes the Services infringe or may be alleged to infringe a third party’s intellectual property rights, CleverOcean may: (i) obtain the right for Customer, at CleverOcean’s expense, to continue using the Services; (ii) provide a non‑infringing, functionally equivalent replacement; or (iii) modify the Services so they no longer infringe. If none of these options are commercially reasonable, CleverOcean may suspend or terminate Customer’s use of the impacted Services (with a pro‑rata refund of prepaid fees for the unused portion).
11.4 General
The party seeking indemnification will promptly notify the other party of the claim and cooperate in the defense. The indemnifying party has full control and authority over the defense, except that: (i) any settlement requiring the indemnified party to admit liability requires prior written consent (not unreasonably withheld or delayed); and (ii) the indemnified party may join the defense with its own counsel at its own expense. The indemnities above are the Parties’ exclusive remedies for third‑party intellectual property claims.
12. Limitation of Liability
Limitation on Indirect Liability. Except for either Party’s indemnification obligations, neither Party will be liable for lost revenues or indirect, special, incidental, consequential, exemplary, or punitive damages, even if the Party knew or should have known such damages were possible and even if direct damages do not satisfy a remedy.
13. Limitation on Amount of Liability
CleverOcean’s aggregate liability under this Agreement will not exceed the lesser of one hundred thousand euros (€100,000) or the amount paid by Customer to CleverOcean under this Agreement during the twelve (12) months prior to the event giving rise to liability.
14. Miscellaneous
14.1 Terms Modification
CleverOcean may revise this Agreement from time to time and the most current version will be available upon request. If a revision, in CleverOcean’s sole discretion, is material, CleverOcean will notify Customer (for example, to the email address associated with the applicable account). Other revisions may be posted to CleverOcean’s website; Customer is responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised terms, Customer may cancel the Services. If the revision is material and Customer cancels before the effective date, CleverOcean will refund a pro‑rated amount of any prepaid fees for the unused portion of the term. End Users who do not agree must cease using the Services. Customer may grant approvals, permissions, extensions, and consents by email.
14.2 Entire Agreement
This Agreement, together with the Contract, constitutes the entire agreement between Customer and CleverOcean with respect to the subject matter and supersedes any prior or contemporaneous understandings and agreements, whether written or oral. In the event of conflict, the documents control in the following order: (1) the Contract; (2) this Agreement.
14.3 Governing Law and Jurisdiction
This Agreement and any dispute arising out of or relating to it are governed by Swedish law, excluding non‑mandatory conflict‑of‑law rules that would lead to the application of another jurisdiction’s laws. Any disputes shall be finally settled by the courts of Stockholm, Sweden.
14.4 Severability
If any provision is unenforceable, it will be modified to reflect the Parties’ intention and only to the extent necessary to make it enforceable, and the remaining provisions will remain in full effect.
14.5 Notice
Notices may be sent to the applicable account email address and are deemed given when sent. Notices to CleverOcean shall be sent to the email provided in the Contract.
14.6 Waiver
A waiver of any default is not a waiver of any subsequent default.
14.7 Assignment
Neither Party may assign or transfer any part of this Agreement without the written consent of the other Party, except either Party may assign this Agreement to an affiliate or in connection with a merger or corporate reorganization. Any other attempt to transfer or assign is void.
14.8 No Agency
CleverOcean and Customer are independent contractors; nothing in this Agreement creates a partnership, joint venture, or agency relationship.
14.9 Force Majeure
Neither Party will be liable for inadequate performance to the extent caused by a condition beyond the Party’s reasonable control (e.g., natural disaster, war, terrorism, riot, labor condition, governmental action, or Internet disturbance).
14.10 No Third‑Party Beneficiaries
There are no third‑party beneficiaries to this Agreement. Without limiting this section, Customer’s End Users are not third‑party beneficiaries of Customer’s rights under this Agreement.