GENERAL TERMS AND CONDITIONS
These terms and conditions apply to services provided by Contitude AB, org. no: 559048-1015, a Swedish limited liability company, with a registered office in Stockholm, Sweden, hereinafter referred to as Contitude. The general terms and conditions together with the order form for the services are the terms for the agreement between you as Customer and Contitude.
SERVICES AND SUPPORT
Subject to the terms of this Agreement, Contitude will use our efforts to provide the agreed services stated in the order form. Customer will not be charged for services until Customer has been provided with the agreed services. Subject to the terms hereof, Contitude will also provide Customer with reasonable technical support services in accordance with Contitudes standard practice.
TERM OF THE AGREEMENT
Subject to earlier termination as provided below, this Agreement is for the initial service term specified in the order Form, and shall be automatically renewed for additional periods of the same duration as the initial service term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
RESTRICTIONS AND RESPONSIBILITIES
Customer may not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Contitude or authorized within the Services); use the services or any Software for the benefit of a third party; or remove any proprietary notices or labels. Customer will use the services only in compliance with Contitude’s standard published policies then in effect (the “Policy”) and applicable laws and regulations. Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the services, including, hardware, servers, software, operating systems, networking, web servers.
CONFIDENTIALITY; PROPRIETARY RIGHTS
Each party understands that the other party has disclosed or may disclose business, technical or financial information relating to the party’s business, “Proprietary Information”. Proprietary Information of Contitude includes non-public information regarding features, functionality and performance of the service. Proprietary Information of Customer includes non-public data provided by Customer to Contitude to enable the provision of the Services. Each party agrees: (i) to take reasonable precautions to protect Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Each party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information or (e) is required to be disclosed by law.
Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the services. Contitude shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
PAYMENT OF FEES
Customer will pay Contitude the then applicable fees described in the order form for the services and implementation services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Contitude reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Contitude has billed Customer incorrectly, Customer must contact Contitude no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Contitude’s customer support department.
Contitude may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Contitude fourteen (14) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than Swedish taxes based on Contitude’s net income.
Customer hereby authorizes Contitude to run, or have run, credit card authorizations on all credit cards provided by Client, to store credit card details as Clients method of payment for Services, and to charge Client’s credit card (or any other form of payment authorized by Contitude or mutually agreed to between Customer and Contitude).
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
WARRANTY AND DISCLAIMER
Contitude shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform implementation services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Contitude or by third-party providers, or because of other causes beyond Contitude’s reasonable control, but Contitude shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Contitude does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, CONTITUDE AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND CONTITUDES REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO CONTITUDE FOR THE SERVICES UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT CONTITUDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Customer will not violate any laws or third party rights on or related to Contitude. Without limiting the generality of the foregoing, Customer agree to comply with all applicable import and export control laws and third parties proprietary rights.
Customer consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of Contitude. Notices hereunder will be invalid unless made in writing and given (a) by Contitude via email (in each case to the email address that you provide), (b) a posting on the Contitude Site or (c) by you via Contitude. The date of receipt will be deemed the date on which such notice is transmitted. No modification or amendment to this Agreement will be binding upon Contitude unless in a written instrument signed by a duly authorized representative of Contitude. For the purposes of this Section a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of Sweden, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).