These General Terms of EMBA Services (“General Terms”) shall apply when you (hereinafter referred to “You” or the “Customer”) use any of the various aftermarket services for support, software back-ups, machine maintenance and condition monitoring provided by Emba Machinery AB, a company registered under No. 559041-4560, Box 2067, 700 02 Örebro, Sweden (“Emba”).
Emba’s Services
The services referred to in this General Terms are for example, but not limited to, one or more of the following aftermarket services for general support, software back-ups, machine maintenance and condition monitoring as provided by Emba and used by You from time to time:
- EMBA Comfort CareControl (“CareControl”)
- Remote support via VPN connection to the machine
- Remote support via AR glasses connected to Emba’s back-office support
- E-mail and telephone Helpdesk support
- Onsite visits by service technicians
- Manual and automated Software back-ups of the Customer’s existing HMI computer including article data base etc.
- Software updates
- MPS interface to the Customer’s own or external material planning system
- Spare parts and upgrades purchases and shipping
The service CareControl consist of a condition monitoring service and support which can provide the Customer with an overall understanding and overview of the order history, machine status and current order data, etc.
Certain services, as for example, CareControl and the Remote support via VPN connection to the machine and the Remote support via AR glasses connected to Emba’s back-office support, are services provided as payment services.
All the services, as well as other materials generated by Emba and the services as provided from time to time, are collectively referred to herein as the (“Service(s)”). The term “Service(s)” shall also include any updates and modified versions of the Service(s).
Emba has the right to modify these General Terms by posting new or additional terms or modify the Services covered by the General terms, on its website www.emba.com. Such changes and/or additional terms will apply between the Customer and Emba as of the date the modified General Terms are posted on the website as set out above. If the Customer does not agree to the changes or additional terms, the Customer shall notify Emba and cease all use of the Service.
Right to the Access of the Service
Subject to the provision of the General Terms, and as applicable according to Emba’s from time-to-time applicable prices for the payment Services, and the Customer’s payment in full of the subscription fees (when applicable) and as provided in the Quotation form, Emba grants to the Customer a non-exclusive, non-transferable, non-sublicensable right to use the relevant Service(s) for the duration of the period paid for.
For non-payment services, and in cases when payment services are included and thereby paid for in the purchase of a machine, Emba grants to the Customer a non-exclusive, non-transferable, non-sublicensable right to use the relevant Service upon delivery of the machine and for the duration of the period agreed in the machine purchase agreement to be included without extra charge, and/or for as long as Emba continues to provide the non-payment services free of charge. For payment services included and paid for in the purchase of a new machine and where no specific time period would be clearly mentioned in the machine purchase agreement, the included pre-paid period will in any case expire latest with the machine warranty period.
The Service(s) provided from Emba may only be used for the purpose of and in accordance with the from time to time applicable Service description. Unless otherwise agreed between the Customer and Emba, the Customer shall not transfer or sublicense the Service or the access to use the Service to anyone.
Customer Account
For the service CareControl, the Customer will receive a dedicated account (”the Account”). The Customer is entirely responsible for maintaining the confidentiality of the information the Customer holds for the Account, including the password. Emba has the right to immediately terminate the subscription and use of the Service granted to the Customer if the Customer should fail to comply with any provision within these General Terms. The Customer agrees to notify Emba immediately of any unauthorized use of the Account or password. Further, the Customer has the sole responsibility to notify Emba when a login account shall be terminated or changed to a new user. The Service shall be used by the Customer under its sole control, discretion and responsibility at all times. The Account cannot be transferred to another party other than by separate agreement in writing between Customer and Emba and subject to Emba’s discretionary decision which shall not be unreasonably withheld.
Personal data entered by Customer when opening an Account, may be used by Emba to fulfil the supplier obligations to the Customer. More information on Emba’s use of personal data is described in Emba’s Privacy Policy. Emba will process personal data as set out in the Privacy Policy, which is available on Emba´s website emba.com/privacy-policy.
Customer data
The Customer remains the owner of the Customer data. (“Customer data”) means all non-processed raw data, information or material, including but not limited to the names and orders of the Customer’s customers, information and content uploaded by the Customer, including what could be seen as sensitive information when using the Service. The Customer is entirely responsible for the information inserted by the Customer when using any Service provided by Emba.
Emba stores Customer data provided from mainly the Service CareControl and through VPN support and Software back-ups, including but not limited to the following Customer data: machine component performance data, alarm log, order information, machine performance and run information, name and contact information of customer employee having logged in to the Service, problem descriptions, documents and information related to the machine, e-mail address, helpdesk communication, user data, name, e-mail, user account data mainly in personal Microsoft accounts, Microsoft 365, Microsoft Entra ID, Microsoft Azure cloud based database and data storage services, MS Share Point and on Emba local database and data storage servers. This customer data is collected in order to perform the Service as such and deliver best possible outcome of the Service.
Emba has the right to use Customer data in order to develop and improve products, services and systems for the Customer as well as customers in general and also for the business insight and Artificial Intelligence, Machine Learning and areas of improvements. Emba has also the right to analyse the Customer data and to store Customer data for future analyses, the result from the analyses will include anonymised Customer data (“Processed data”).
Intellectual Property Rights
All rights, title and interest in and to the Service are owned by and proprietary to Emba. Further, the structure, databases, the developed Artificial Intelligence and Processed data as well as copyrighted material is proprietary to Emba. For the avoidance of doubt, this means, in the event Customer demands Emba to delete Customer data stored by Emba, Emba has the fully right to continue storing, develop and use Processed data. Further, Emba has the right to maintain anonymised Customer data not analysed i.e not Processed data.
This General Terms shall in no event be understood as granting any license to use or title of Intellectual Property Rights other than as specifically set out in writing herein.
Security of the service
Emba shall implement necessary technical measures to ensure physical and logical security of the servers and networks under its responsibility and control. Each party will promptly notify the other party on becoming aware of any fact likely to constitute an attack on the physical or logical security of the data of the other party.
Warranty & Responsibility
Emba agrees to use reasonable skill and care in supplying the Service as provided by the General Terms. The Customer acknowledges and agrees that the use of the Service and any information provided and obtained through the use of the Service as well as the Service itself, is used at the Customer’s sole risk and that the Service is provided “as is” and “as available” without warranties of any kind, either expressed or implied, including any implied warranties, terms and conditions of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement, to the maximum extent permitted by applicable law. In no event will Emba be liable to the Customer for any consequential, incidental or special damages, including any lost profits or lost savings, or for any claim by any third party.
Transfer of rights
Emba may assign, transfer, sell or otherwise dispose its rights and obligations under these General Terms, in whole or part, at any time without notice to the Customer. The Customer may not assign any right, title or interest, in whole or in part, to the Service purchased or otherwise obtained under this agreement.
Term and termination
The term for the payment Services and these General Terms of Services enters into force upon acceptance by the Customer of the offer set out in Quotation form and the Customer’s payment in full of the subscription fees, and continues to be in force between Customer and Emba for the Initial Period specified therein and for any renewal Term(s) thereafter as follows: If not otherwise specified in the Quotation form, the subscription shall automatically renew for additional periods equal to the expiring Initial Period, unless either party gives the other party written notice of non-renewal at least two (2) months before the end of the relevant term.
For the other Services not being payment Services, these General Terms of Services enters into force upon delivery of the acquired machine and/or start of use of the relevant service(s). The Service may be terminated by either party upon cancellation notice of two (2) months.
Confidentiality
Emba shall respect the confidentiality of the Customer data, which are handled through the Service and may not improperly prepare access to content or disclose such information to unauthorised persons.
Support and questions
Emba will provide support for the Customer’s use of the Service during office hours 09.00 – 15.00 (CET) on week days which are not a public holiday in Sweden.
Any queries relating to the services or customer relations regarding the Service, including the use of personal data, may be directed in writing to:
Legal matters
Regardless of which country an order is placed from, the laws of Sweden shall apply to all use of the Service and this General Terms. Any dispute arising from, or related to, a Service purchase shall be subject to the exclusive jurisdiction of the District Court of Stockholm, Sweden.
Last update 2023-12-11