Last update: 2023-08-28, version 1.0
These customer terms of Services, together with the Order Form (as defined below) and all other documents referred to herein, (the “Agreement”) constitutes the entire agreement between us, Connectel AB, reg. no 556755-6559, (“Connectel”) and you, the company identified as Customer in the Order Form (“Customer”, “you” or “your”), governing your access to and use of the Services (as defined below).
The Agreement governs your access to and use of the Services, irrespective of if you have purchased the Services directly from Connectel or from any one of Connectel’s Resellers (as defined below), however only to the extent set forth in the Order Form.
1. DEFINITIONS
In additions to terms defined elsewhere in the Agreement, the following definitions will apply.
“Consultancy Services” means project management, workshops, augmented staffing Services and other consultancy Services provided by Connectel to the Customer from time to time. Consultancy Services is a form of Additional Services.
“Customer Agreement” means the agreement entered into between the Customer and the Reseller regarding the Services conditional on: (a) Connectel’s acceptance of the Customer, and (b) the Customer’s acceptance of the Agreement.
“Customer Data” means any data and information submitted by the Customer, including but not limited to any data submitted by its Users, its customers and personal data.
“Customer System” means the Customer’s system(s) which the Platform will be integrated with, as named in the Order Form.
“Fees” means the fees charged for Customer’s use of the Services and that are payable to Connectel or the Reseller, as applicable.
“Force Majeure Event” shall be given the meaning set out in Section 14.1.
“Infrastructure Providers” means all of Connectel’s infrastructure providers such as, inter alia, electricity, telecom, network, internet and cloud Services providers.
“Integration Date” will mean the date specified in the Order Form, as of which the integration of the Platform and the Customer System will commence.
“Malicious Code” means code, files, agents, programs or similar that are intended to do harm including by way of e.g. viruses and trojan horses.
“Order Form” means either: (a) the order form entered into between Connectel and the Customer regarding the Services, or (b) the purchase order submitted by the Customer to the Reseller that has been accepted by Connectel.
“Platform” means Connectel’s platform that the Customer System will be integrated with, as further specified in the Specification.
“Services” means the Platform and the Saas-solution provided by Connectel with the functionality and add-ons ordered by the Customer set out in the Order Firm or otherwise ordered by the Customer and provided by Connectel from time to time.
“Specification” means the specification of the respective Services available at Specification, as updated from time to time.
“Start Date” means the respective dates specified in the Order Form, as of which the Services will be made available to the Customer.
“Reseller” means the legal entity appointed by Connectel to act as a reseller of the Services and with whom the Customer has entered into a Customer Agreement.
“Third-Party Products” means products not owned by Connectel but that are a part of the Services delivered to the Customer or that are specifically labelled as third-party products.
“Territory” will be given the meaning set out in the Order Form.
“User” means an individual who is authorized by the Customer to use the Services and to whom the Customer has supplied a user id and a password and/or made sure they have access to the Services. Users may include for example employees of the Customer.
2. THE SERVICES
2.1 Connectel will from the agreed Start Date provide the Services in accordance with the terms of the Agreement.
2.2 Notwithstanding what is set forth in Section 2.1, Connectel reserves the right, at Connectel’s sole discretion, to amend the Services at any time, always provided that the functionality offered via the Services that have been ordered by the Customer is not materially decreased or that such change is not otherwise reasonably to the detriment of the Customer. The most recent description of the Services is available in the Specification. Additional changes will be subject to the change mechanism in Section 17.4.2.
2.3 The Customer may only access and use the Services within the Customer’s business for its intended purposes during the term of the Agreement.
2.4 Connectel’s obligation to provide the Services and the Customer’s right to use the Services is conditional upon Customer’s fulfilment at all times of its obligations under the Agreement.
2.5 Connectel’s telecom and carrier Services are to be used for calls and text messages within the Services unless otherwise is agreed.
3. INTEGRATION
3.1 The provisions regulating integrations under the Agreement only apply in relation to customized integrations if any such integrations are set out in the Order Form.
3.2 The Parties will from the Integration Date co-operate to integrate the Customer System with the Platform, however, it is the Customer’s responsibility to ensure that the Customer System from the Integration Date is compliant with the system requirements set out in the Order Form.
3.3 The integration will be considered complete when the Customer accepts the result of the integration. The Customer may perform an acceptance test during the acceptance test period specified in the Order Form. If the Customer fails to notify Connectel before the end of the acceptance test period of whether the integration has been accepted, the integration will be deemed accepted. If the integration materially conforms with the acceptance criteria, the Customer will accept the integration. Should the Customer not approve the integration, then Connectel will be entitled to reperform the integration and resubmit the result for additional acceptance tests in accordance with Sections 3.3 and 3.4.
3.4 Connectel will have no liability for any failure to integrate the Customer System with the Platform. Should Connectel, following commercially reasonable efforts, reasonably conclude that the integration cannot be successfully executed, either Party will be entitled to terminate the part of the Agreement regulating the integration with immediate effect by written notice and the Customer will upon such termination be entitled to reimbursement of any fees Connectel has received from the Reseller for integration Services not performed.
3.5 Both Connectel and the Customer will, during the integration and throughout the term of the Agreement, take commercially reasonable diligence measures to ensure that Malicious Code is not coded or introduced into its respective systems interacting with the Services. Notwithstanding the foregoing, Connectel will in no event be responsible for Malicious Code introduced by the Customer or a User.
3.6 Any changes in the Customer System that may affect the integration of the Platform or the performance of the Services will be subject to good faith negotiations. Connectel will nevertheless be entitled to compensation for any increase in cost for Connectel caused by changes in the Customer System.
3.7 The Customer will provide access to the Customer System free of charge and ensure that Connectel is entitled to perform the integration with the Customer System. Unless otherwise is expressly agreed, Connectel’s access and use of the Customer System for the purpose of performing the integration and providing the Services hereunder will not be subject to any additional terms and conditions.
4. CONSULTANCY SERVICES
4.1 Substituting consultants where it has been agreed that a specific person will perform an assignment, requires the Customer’s prior written consent. Notwithstanding the foregoing, Connectel will, without prior consent, be entitled to substitute such person in case the person’s employment with Connectel is terminated, the person falls ill, will go on long term leave or similar circumstances outside of Connectel’s control. Connectel will without undue delay substitute the person with another consultant that is equally qualified to perform the Consultancy Services.
5. CUSTOMER OBLIGATIONS
5.1 The Customer will:
(a) in a timely manner pay the Fees for the Services to Connectel or the Reseller, as applicable;
(b) handle user access management to the Services;
(c) unless otherwise is mutually agreed in writing, manage its relationship with Users, including, inter alia, communicating with Users, providing information and support to Users, and answering and managing claims and requests from Users;
(d) be responsible and liable to Connectel for all Users’ compliance with the Agreement and its Users’ actions, including but not limited to paying the applicable Fees in accordance with the Agreement or Customer Agreement, as applicable, for its Users’ use of the Services;
(e) ensure that the log-in information of its Users remains confidential. For the avoidance of doubt, the Customer will be liable for any unauthorized use of the Services caused by the Customer’s failure to protect its log-in information;
(f) be solely responsible for the control and verification of any Customer Data submitted by the Customer in connection with the Services;
(g) procure that all Customer Data and Customer’s collection and processing thereof is in compliance with any applicable laws and regulations, including but not limited to any applicable data protection and privacy laws and regulations;
(h) use commercially reasonable efforts to prevent and terminate unauthorized access to the Services, and notify Connectel promptly of any such unauthorized use;
(i) use the Services only in accordance with the Agreement, and applicable laws and government rules and regulations;
(j) not lease, sublicense, rent, distribute the Services or use the Services to the benefit of others;
(k) not permit direct or indirect access to or use the Services in a way that circumvents a contractual usage limit or to make network connections to any users, hosts, or networks unless Customer has permission to communicate with them;
(l) not use the Services to store or transmit Malicious Code;
(m) not use the Services for any illegal, harmful, offensive, immoral or unauthorised purposes or in a way that violates applicable laws or creates a material adverse effect on Connectel, or take any action that imposes or may impose (in Connectel’s sole discretion) an unreasonable or disproportionate burden on Connectel’s and/or Connectel’s suppliers’ technical infrastructure;
(n) not modify, reverse engineer, develop, decompile, disassemble or otherwise amend or create derivative services of the Services provided hereunder or use the Services to access Connectel’s intellectual property (save for as permitted under the Agreement or mandatory law) or to violate the security or integrity of any network, computer or communication system, software, application, or network or computing device;
(o) provide Connectel with any information reasonably requested by Connectel for its integration of the Platform with the Customer System;
(p) grant Connectel the access and licenses required for the integration of the Platform with the Customer System;
(q) comply with Connectel’s reasonable instructions and requests from time to time; and
(r) at its own expense, provide Connectel with such other assistance that Connectel reasonably may need to fulfil its obligations under the Agreement.
6. RESTRICTION OF ACCESS TO THE SERVICES
6.1 In the event the provision of the Services causes damages or, in Connectel’s reasonable opinion risk of damages for Connectel, Connectel’s subcontractors or customers of Connectel, e.g. in the event of a denial of Services attack or introduction of Malicious Code, Connectel will be free to (without any obligation to compensate the Customer) restrict the Customer’s access to the Services and/or to remove, disable access to, or modify any content or resource that violates the Agreement. Connectel will notify the Customer’s contact person promptly of any such restrictions and will only undertake the measures as justified by the circumstances in each case.
6.2 Unless specific availability requirements have been agreed, Connectel will make commercially reasonable efforts to keep the Services available and operational, however, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions.
6.3 Connectel reserves the right to stop providing the Services to Users that are using or have used the Services in ways that are not in accordance with the Agreement. If Connectel exercises this right, Connectel will inform the Customer thereof without undue delay.
7. THIRD-PARTY PRODUCTS
Connectel may be dependent on Third-Party Products in order to be able to provide the Services. The Customer may only use the Third-Party Products in accordance with the third-party provider’s terms, as from time to time listed by Connectel in the Specification. Connectel’s liability for defects and IP-infringement regarding such Third-Party Products is limited to immediately reporting the defect/infringement to the third-party supplier. Connectel will install solutions provided by the third-party supplier, if any, if this can be made without affecting the Services negatively. Connectel will take commercially reasonable measures to ensure that the third-party supplier complies with its obligations under its agreement with Connectel. Except what is stated in this Section, Connectel has no other liability in relation to defects and IP-infringements caused by Third-Party Products. If it is finally concluded that there is an IP-infringement or if Connectel in its reasonable opinion considers it to be likely that it is an IP-infringement and the third-party supplier does not take reasonably required measures, Connectel may terminate the Agreement by three (3) months’ written notice.
8. FEES AND PAYMENT
8.1 Customer will pay the agreed fees set out in the Order Form in accordance with the Agreement or the Customer Agreement, as applicable.
8.2 The Customer’s failure to pay any fees due under the Agreement or the Customer, as applicable, in a timely manner is considered as a material breach of the Agreement.
9. PROPRIETARY RIGHTS
9.1 Subject to the limited rights granted to Customer hereunder, Connectel reserves all right and title to the Services, the result of the Services provided hereunder, including but not limited to any intellectual property rights related thereto and any feedback and ideas regarding the Services provided by Customer. This does for the avoidance of doubt not include any of Customer’s or its licensors’ pre-existing intellectual property that is used in connection with the Services for integration purposes. No rights are granted to Customer other than as expressly set forth herein.
9.2 With the exception of any Customer Data, Connectel or its licensors own all rights, including intellectual property rights, in and to the Services, and all parts thereof as well as in any results arising out of Connectel’s provision of the Services.
9.3 The Customer grants Connectel a worldwide, perpetual, non-exclusive, fully paid and transferable right to possess, process, store, publish, distribute, modify, reformat, stream, transmit, playback, transcode, copy, present, display and otherwise use the Customer Data to provide the Services, or any of Connectel’s current or future products or Services to the Customer.
9.4 Connectel will furthermore have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Connectel is free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Purpose and other of Connectel offerings, and (ii) disclose such data to third parties in aggregate or other de-identified form in connection with its business.
10. PERSONAL DATA
10.1 The Parties acknowledge that Customer Data may include personal data to be processed within the Customer’s use of the Services and that the Customer is the personal data controller with respect to such personal data. Connectel will maintain administrative and technical safeguards for the protection of the security, confidentiality and integrity of such personal data and only process said data on behalf of the Customer and in accordance with the data processing agreement available at the Data Processing Agreement (“DPA”), and which will apply to such processing.
10.2 Notwithstanding the above, Connectel is the controller in relation to some of the personal data obtained through and in conjunction with the Services. The processing that Connectel does in its role as controller is outlined in Connectel’s privacy policy available at the Privacy Policy (“Privacy Policy”). The Customer undertakes to assist Connectel in complying with its regulatory obligation to inform the data subjects of such processing by providing the data subjects that come in contact with the Services through the Customer with the Privacy Policy, and to the extent Connectel decides to rely on consent as a legal ground for its processing of such personal data, assist Connectel in obtaining consent for the processing.
11. CONFIDENTIALITY AND PUBLICITY
11.1 Each Party undertakes not to disclose to any third party without the consent of the other Party any information received from the other Party, including its business, which can reasonably be deemed to be of a confidential nature, including but not limited to trade secrets and information which is covered by any statutory duty of secrecy. Information stated by one of the Parties to be confidential will always be deemed to constitute confidential information.
11.2 The Parties’ confidentiality obligations under this Section 11 will not apply to trade secrets or any other confidential information which the receiving Party can demonstrate (i) is already known when received, (ii) is or has become public knowledge other than through breach of the Agreement, (iii) is received from a third-party who lawfully acquired it and who is under no obligation restricting its disclosure, or (iv) is to be made publicly available due to a court order, a decision by a public body or as otherwise required by mandatory law or the mandatory rules of a recognized stock exchange.
11.3 Each Party will be entitled to share confidential information hereunder with its employees, consultants, affiliates, advisors and subcontractors (“Representatives”) to the extent (i) necessary for such Party to exercise its rights and obligations hereunder and (ii) subject to such third parties having signed a confidentiality undertaking no less stringent than the confidentiality undertaking set out in the Agreement. For the avoidance of doubt, each Party is liable for any breach of confidentiality of its Representatives.
11.4 The Parties’ obligations under this Section 11 will be valid during the term of the Agreement and continue for a period of three (3) years after expiration or termination of the Agreement, regardless of the reason therefor.
11.5 Connectel will be entitled to use the Customer’s trademarks and information related to the subject matter of the Agreement for marketing purposes. Such marketing will always be subject to the Customer’s reasonable instructions as well as the Customer’s prior written approval (e-mail is sufficient). Such approval will not be unreasonably withheld or delayed. Connectel will without prior approval be entitled to use the Customer as a reference in relation to other potential customers.
12. WARRANTIES AND DISCLAIMERS
12.1 Connectel warrants that during the term of the Agreement the Services will be or perform materially in accordance with the Specification. Furthermore, Connectel warrants that it will perform the Consultancy Services ordered by the Customer and integration in a professional and workmanlike manner.
12.2 Except as expressly provided herein, Connectel makes no warranty of any kind whether express, implied statutory or otherwise and the Customer hereby, to the maximum extent permitted by applicable law, disclaims all implied warranties such as implied warranties for fitness for a particular purpose, merchantability, non-infringement, and the Services being free from errors and bugs.
13. INDEMNIFICATIONS
13.1 Connectel undertakes to defend the Customer where claims are made or actions are brought against the Customer for infringement of any third party’s intellectual property rights as a consequence of the use in the Territory of the Services, and to indemnify the Customer from any cost or damages which the Customer may be obligated to pay in accordance with a judgment, arbitral award or settlement resulting therefrom, provided such costs and damages were reasonably foreseeable. Connectel’s undertaking will only apply provided that Connectel, without undue delay, is notified by the Customer in writing of the claim or action, and that Connectel is given the sole right to control the defence against such action and decide on any agreement or settlement. Notwithstanding the foregoing, the Customer will be given a right to participate in such proceedings, at its own expense, and no settlement will be made without the Customer’s prior written consent, such consent not to be unreasonably withheld. In performing its defence obligation hereunder, Connectel will act in a professional and diligent manner.
13.2 Connectel’s obligation to indemnify as set out herein only applies provided that Customer i) has used the Services in accordance with Connectel’s instructions and the Agreement, ii) that the alleged infringement has not been caused by the use of a Services in combination with any other software or material where the infringement would have been avoided but for such combination and iii) that the infringement has not been caused by the Customer’s own instructions or Customer Data. If Connectel in its reasonable opinion finds that there is a risk of a Services infringing third party intellectual property rights, Connectel will be entitled to terminate the Agreement with thirty (30) days prior written notice.
13.3 The provisions of this Section 13 will constitute Connectel’s sole and exclusive responsibility and Customer’s sole remedy in relation to infringements of third-party intellectual property rights. Infringements caused by Third-Party Products are regulated by Section 7.
13.4 Customer will indemnify Connectel against any and all claims, demands, suits or proceeding made or brought against Connectel by a third party alleging that the Customer Data, Customer’s use of any Services in breach of the Agreement, including but not limited to Customer modifying the Services in a manner not permitted hereunder, or material provided by the Customer, including but not limited to any system Customer requests Connectel to integrate the Platform with, infringe a third party’s intellectual property rights or violates applicable law, and will indemnify Connectel from any cost or damages which Connectel may be obligated to pay in accordance with a judgment, arbitral award or settlement, provided such cost or damage was reasonably foreseeable. Customer’s undertaking will only apply provided that Customer, without undue delay, is notified by Connectel in writing of the claim or action, and that Customer is given the sole right to control the defence against such action and decide on any agreement or settlement. Notwithstanding the foregoing, Connectel will be given a right to participate in such proceedings, at its own expense, and no settlement will be made without Connectel’s prior written consent, such consent not to be unreasonably withheld. In performing its defence obligation hereunder, the Customer will act in a professional and diligent manner.
14. FORCE MAJEURE
14.1 If and to the extent that a Party’s performance of any of its obligations pursuant to the Agreement is prevented, hindered or delayed due to circumstances beyond the reasonable control of such Party such as, lightning, labour disputes, fire, acts of war, requisition, seizure, currency restriction, riots and civil disorders, shortage of means of transportation, shortage of goods, amendments to regulations issued by governmental authorities, intervention of authorities or defects, epidemics, pandemics and/or delays in delivery of a Party’s sub-suppliers due to the circumstances here stipulated (each, a “Force Majeure Event”), then the non-performing Party will be excused from any performance of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event will immediately notify the other Party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature thereof. The non-performing Party is, however, always obligated to mitigate the effects of the Force Majeure Events.
14.2 Should an event of Force Majeure continue for more than three (3) months, each Party will have the right to terminate the Agreement or part thereof.
15. LIMITATION OF LIABILITY
15.1 Connectel’s liability for damages will be limited to direct damages caused negligently and Connectel’s total liability per contract year will be limited to an amount corresponding to the total compensation Connectel has received from the Customer or from the Reseller, as applicable, for the Customer’s use of the Services during such contract year.
15.2 Neither Party will be liable for any loss of production, loss of data, loss of business or profit, loss of use, loss of goodwill, the obligation to compensate a third-party or any indirect damages.
15.3 The above limitations will not apply in relation to either Party’s indemnity obligations under Section 13 above or in the event of any loss which is caused by a Party’s gross negligence, intentional breach or breach of the confidentiality undertaking set out in the Agreement.
15.4 Connectel will in no event have any liability for any losses incurred by the Customer end user due to any unauthorized use of the Services.
15.5 Connectel will have no liability for any breach of the Agreement or interruption of the Services to the extent such breach or interruption is a result of (i) the acts or omissions of the Customer, User or the Customer’s partners and/or suppliers (other than Connectel), or (ii) Connectel complying with any instruction given by or on behalf of the Customer which Connectel advices against.
15.6 Connectel will further have no liability for any breach of the Agreement or interruption of the Services in the event such breach or interruption is a result of an Infrastructure Provider, or any other third party not being a subcontractor to Connectel, failing to provide the items necessary for Connectel’s provisioning of the Services in a timely manner.
15.7 Each Party will use reasonable endeavours to mitigate its losses under the Agreement, including any losses under any indemnities set out in the Agreement.
16. TERM AND TERMINATION
16.1 The Agreement enters into force on the Effective Date and will remain in force for the period stipulated in the Order Form, unless terminated earlier in accordance herewith.
16.2 Either Party may upon written notice to the other Party terminate the Agreement with immediate effect if: (i) the other Party has committed a material breach of the Agreement, and has not rectified the same within thirty (30) days after receipt of a written notice thereof; or (ii) the other Party is wound up or if a trustee in bankruptcy or insolvency, liquidator, receiver, or manager on behalf of a creditor is appointed or if circumstances arises which would entitle the court or a creditor to make a winding-up order, or if it otherwise is likely that the other Party is insolvent.
16.3 If the Agreement is terminated for cause by the Customer or for convenience by Connectel, the Customer will be entitled to a pro rata return of any fees Connectel has received from the Customer or the Reseller, as applicable, for the period affected by the termination. Unless otherwise is stipulated in the Agreement, the Customer is not entitled to reimbursement of any Fees paid in advance. The Customer will furthermore, as instructed by Connectel, either return any material provided hereunder, or delete it.
16.4 Following termination, the Customer may request a transfer of the Customer Data in the Services to the Customer in a manner agreed between the Parties, at a time and material basis per the consultancy fee in Connectel’s price list as updated from time to time. Such request will be submitted to Connectel or the Reseller, as applicable, in writing. If no such request has been received by Connectel or the Reseller, as applicable, within thirty (30) days following termination of the Agreement, Connectel will be entitled to delete the Customer Data without liability to the Customer or any third party.
17. MISCELLANEOUS
17.1 Any notice required or permitted to be given by either Party under the Agreement, will be in writing and may be delivered by hand or courier, sent by registered airmail letter or e-mail to the Parties contact persons at the addresses stated herein or as otherwise agreed between the Parties. Such notice will be deemed to be given: (a) if sent by hand or courier, on the day of delivery to the receiving Party, (b) if sent by registered airmail letter, five (5) days after the day of dispatch, or (c) if sent by e-mail, on the day after sending, provided that the sending Party does not receive any error message and that the sending email account indicates that the email was sent to the correct address.
17.2 At the time of entering into the Agreement, the Parties respective contact details are set out in Order Form. The Parties may change their respective contact details by sending a notice in accordance herewith.
17.3 Assignment and Subcontractors
17.3.1 A Party may only assign the rights or obligations under the Agreement to a third-party with the prior written consent of the other Party. Such consent will nevertheless not be unreasonably withheld.
17.3.2 Connectel may engage sub-contractors to execute and provide the Services.
17.4 Entire Agreement and Amendments
17.4.1 The Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements, arrangements and understandings between the Parties, whether written or oral, relating to the Services.
17.4.2 Connectel may amend the Agreement or make changes to the Services that do not fall within Section 2.2, with thirty (30) days prior written notice to the Customer, save that to the extent that any such amendments or changes are required under any applicable laws or regulations, such notification period may be shorter to the extent required in order to ensure compliance. If any such amendments or changes prescribed by Connectel may have a material detrimental effect on the Customer, the Customer may terminate the Agreement prior to the amendment or change entering into effect. In case of such termination, the Customer’s sole remedy will be requesting a refund of any fees Connectel has received from the Customer or the Reseller, as applicable, relating to the period affected by the termination.
17.4.3 To the extent a link changes or stops to functions, this will not entail that the Parties are not bound by the schedule or agreement document in question.
17.5 Survival of provisions
Any provision in the Agreement that to its nature is intended to survive the termination of the Agreement, will survive such termination and remain in force without limitation in time.
18. GOVERNING LAW AND DISPUTES
18.1 The Agreement will be governed by and construed in accordance with the laws of Sweden, with the exclusion of its conflict of law rules.
18.2 Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, will be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC Institute). The place of arbitration will be Stockholm, Sweden. The language to be used in the arbitral proceedings will be English, unless otherwise agreed.
18.3 The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce will apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce will apply. In the latter case, the SCC Institute will also decide whether the arbitral tribunal will be composed of one or three arbitrators.
18.4 The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking will cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. This notwithstanding, a Party will not be prevented from disclosing such information in order to safeguard in the best possible way his rights vis-à-vis the other Party in connection with the dispute, or if the Party is obliged to so disclose pursuant to statute, regulation, a decision by an authority or similar.