These Terms and Conditions govern your use of the agreed software and are fully or partially integrated additional services, together hereafter referred to as Services. The Services are provided by Frequency Foundry. You buy access to the Services directly from Frequency Foundry. These terms and conditions apply between Frequency Foundry and you and govern Frequency Foundry’s obligations to your business and your obligations as a user of the Services. In these terms and conditions terms appear with initial capital letters. In cases where the terms are not defined directly in the text they are defined in paragraph 21 below.
The customer gets access to the Services as these terms and conditions have been accepted, which occurs in connection with the signing of the agreement.
Messages and information about the services is sent through the Service or as a message in the Services interface. Messages can also be left on the relevant website.
The message is deemed as delivered when it is published. Examples of messages are, information about disruptions, new versions, and additional information about the software, support or condition changes. Frequency Foundry may at its own accord also send the message via e-mail or mail. In such a case, the message is to be considered delivered when it is sent from Frequency Foundry.
The message applies immediately, unless otherwise stated in the message.
Message from the Client to Frequency Foundry regarding terms and conditions is primarily sent by e-mail to the address stated on Frequency Foundry’ website. You can also reach us, Monday to Friday 08:00 to 17:00 on the telephone number shown on Frequency Foundry’ website.
3. Subscription Agreement
Services are provided as “Software as a Service” (SaaS), where the customer purchases a subscription to the Services that are made available online. When purchasing subscriptions the customer is given the right to access Services and the right to use them in a manner shown in these terms and conditions. All parts of the Services are governed by these terms and conditions, including parts that are added, purchased additionally or are in use at a later time.
The customer receives a limited, terminable, non-exclusive and non-transferable license to use the Services in accordance with the terms and conditions for the Customer’s internal business operation upon payment of fees according to the current price list or contract at the time. Payment of fees according to the contract and fulfillment of the terms and conditions is a necessary condition for the right to use the Services.
Services are provided in existing condition. The right to use the Services is not conditional of or dependent on any particular version of the Services or function at any particular time, but gives access to and the right to use the Services as provided at any given time. The provision of services is not conditional on the delivery of future versions or functionalities, nor dependent on publications, materials or comments relating to or made by or for Frequency Foundry.
Frequency Foundry reserves the right to provide the services from another country.
Frequency Foundry reserves the right to, in its sole discretion, make improvements, additions and alterations, or remove functionalities or correct errors or defects in the Services. Frequency Foundry disclaims any liability arising from such action. If such a change, in the unlikely event, causes functions to not work or permanently remove such functions which are an essential part of the Services, the Customer is entitled to terminate the subscription immediately. The Customer shall thereupon be entitled to proportional refund of prepaid fees in respect to the part or parts of the Services affected.
Frequency Foundry reserves the right to change the terms of these terms and conditions and other conditions for delivery of the Services with a 60 days’ notice. If the Customer does not accept such an amendment, the subscription of the Services may be terminated in accordance with section 9 of the terms and conditions. The Customer is entitled to a proportional refund of prepaid fees if they are unable to be used by the customer.
Frequency Foundry has the right to subcontract the performance of Frequency Foundry’ commitment under the Agreement. Frequency Foundry is responsible for the fulfillment of the contractual obligations undertaken by subcontractors as if they had been carried out by Frequency Foundry themselves.
Upon revocation of the order after a signed agreement Frequency Foundry reserves the right to charge the actual costs, and 25% of the entry fee and the subscription fee for the first 12 months.
The customer is under no circumstances entitled to transfer or assign, in whole or in part, any license for the services to third parties (including but not limited to mergers and divisions, bankruptcy, change of ownership or Control or to nearby company) if not a written approval is obtained from Frequency Foundry beforehand.
4. Access rights
When the Customer has bought a subscription of the Services and accepted the terms and conditions the Customer has the right to use the Services during the subscription period for as many users as the Customer bought the subscription for. The Customer can with his own choice buy the right to more users using the Services, or the right to use fully or partially integrated Additional services according to the prevailing price list or agreement.
Only users with a paid and valid subscription have the right to use the Services. User Licenses are issued for specific named users. User accounts are created and managed by the Customer. User licenses may not be shared or used by more than one user but the Customer can freely transfer one user license to another user. Frequency Foundry reserves the right to check the number of user licenses used.
Each User is responsible for confidentiality and accuracy regarding logins and other account information. Customer and /or User must inform Frequency Foundry immediately upon unauthorized access of login information.
The customer is aware that the use of the service requires access to certain software, equipment and communication services required to use the services. These are shown on the Frequency Foundry website or communicated by Frequency Foundry upon request.
Users should not transmit viruses, worms or malware of any kind to the Services or when using the Services. The Services may not be used for any illegal or unauthorized purpose. Users will not violate any laws in the relevant jurisdiction /relevant jurisdictions, including but not limited to copyright laws or transmission of obscene, threatening, abusive, defamatory or offensive data to the Services.
5. Start-up of services
Frequency Foundry shall provide the Services to the Customer from the Start Date, which is done when Frequency Foundry provides the Customer’s login information and/or any other indication. The Start Date occurs when Frequency Foundry makes the necessary credentials and other instructions for accessing the services available to the customer without requiring any special approval from the Customer. Additional services can be made available at a separate time. This will not affect the Start Date.
6. Limitations of Services
The maximum storage for the customer in the services basic configuration is shown on Frequency Foundry’ website. Contact Frequency Foundry for quotation on the need for additional capacity.
7. Data processing and privacy
7.1 Treatment of personal data
The Customer’s use of the Services may lead to the transfer of personal data from the Customer to Frequency Foundry. The Customer is therefore (according to the EU General Data Protection Regulation “GDPR”) considered to be controller and Frequency Foundry to be processor. The GDPR provides that a contract “Data Processing Agreement” shall be entered into between the controller and the processor as regards the transfer and processing with i.a. the instructions that shall apply to the processing. The Data Processing Agreement that shall apply to the Customer’s use of the Services is enclosed hereto as Exhibit A to these terms and conditions.
7.2 Customer Data
The Customer holds all rights to the Customer’s data and Frequency Foundry obtains no rights, in addition to that of these terms and conditions, to the Customer Data or any part thereof. Frequency Foundry has the right during the term of the agreement to use Customer Data to deliver services to the Customer.
7.3 Information Collection
Frequency Foundry may gather information from the use of the services through automated data collection tools. Frequency Foundry collects and uses such information with the purpose to ensure, maintain and improve products and services and for statistics and analyzes of various kinds.
7.4 Collection and presentation of identification data
The customer hereby expressly agrees that Frequency Foundry may collect and view and transfer the Customer’s identification data and profile information to Frequency Foundry’ database and share information with others. If the Customer does not wish to be registered in Frequency Foundry’s database the Customer should contact Frequency Foundry.
7.5 Information security
If not otherwise stated in the terms and conditions, Frequency Foundry will not sell, rent, rent out or in other ways make the collected Data available to third parties, except in the following situations; (I) to follow law, provision or regulation, or to respond to a final request from the authorities or the police, such as a court order, decision or injunction; (Ii) to investigate or prevent security threats or fraud; (Iii) in the event of reorganization, merger, sale or purchase of all or part of Frequency Foundry when personal information may be disclosed as part of the reorganization, the merger or to actual and future buyers. Frequency Foundry will in all such cases ensure that such parties observe the terms as follows here, and notify that such information has been given out.
8. Pricing and Billing
Unless otherwise stated in the Agreement, the charges and billing periods for Services follow the prices as at the time are available by Frequency Foundry.
Subscription fees are normally charged three months in advance, unless otherwise specified. The parts of Services that in the former case have a charge per Transaction are normally charged in arrears. Frequency Foundry reserves the right to change the price for Services for upcoming periods.
Terms of payment are normally 30 days. Fees, such as invoice fees, are charged under the conditions at the time applied by Frequency Foundry. VAT is added to given prices.
Penalty interest is the Riksbanken fixed reference rate plus 8 percentage points.
9. Agreement Term and Termination
Subscription applies from the Start Date. Unless otherwise stated in the Agreement, the Agreement is valid for twelve (12) months, after which the period is automatically extended for twelve (12) months at a time unless either party terminates the Agreement in writing no later than sixty (60) days prior to the end of each Agreement.
The Customer can at any time increase the number of users. The contract period above also includes the new users. Compensation is based on the Start Date.
Termination of this Agreement, either in its entirety or of certain parts or certain number of users, must be in writing and applies from the date the other party received the notice. Any upfront paid fees are not refundable. As a customer, you are responsible for saving the electronic receipt of the terminated agreement, which is always sent to the customer via email.
Upon termination of the subscription, the Customer’s access to the Services will be locked after the last active subscription day.
The Customer can reduce the number of users only after the initial term expires. If you wish to have the subscription include fewer users than the total subscribed by the customer, such reductions must be notified in writing no later than 60 days before the next contract period. The number of possible signed-in users will then be adapted to the new desired number of users.
If the Customer wishes to export the Customer Data, this shall be done before the last day of active subscriptions. If the Customer wants Frequency Foundry to help getting data exported this takes place against the current consultancy tariff according to the price list. After the last day of active subscriptions the Customer Data in the service will be deleted and it is up to the customer to save information in other ways.
A terminated subscription agreement can be renewed. Once signed agreements automatically means a new period of 12 months.
10. Early termination
Frequency Foundry can terminate this Agreement with immediate effect if the Customer has delayed the payments of fees, is insolvent, bankrupt or otherwise unable to fulfill his payment obligations or if the Customer violates this agreement. Frequency Foundry has then Right to close Services completely with immediate effect.
Frequency Foundry shall provide one for the customer safe delivery of services. Services are normally available via the Internet 24/7 seven days a week. Frequency Foundry (and by them hired suppliers) has the right to take measures affecting the above mentioned availability if Frequency Foundry considers it necessary for technical, maintenance, operational or safety reason. Planned outage because of system maintenance, the Customer is notified in advance. See Frequency Foundry’ website for planned operation and maintenance shutdowns.
Unplanned stoppage can occur. In the regard Frequency Foundry is responsible for, and can affect, such stoppage, Frequency Foundry shall promptly fix the error.
Frequency Foundry is keen to provide safe and reliable services, and strives at all times to provide adequate administrative, physical and technical security. Frequency Foundry performs regular backups to ensure that Customer Data is stored safely. In large-scale user mistakes there is a possibility to send a request to Frequency Foundry about restoration of the last made backup. Restoration is an additional cost.
Frequency Foundry constantly develops its products for Customers to have access to as good software as possible.
The subscription ensures that the Customer has access to the latest versions of the software and also is entitled to help.
The Agreement gives the right to administrative support related to problems with the product.
Unless otherwise agreed, Frequency Foundry provides product support via Internet, e-mail and phone, Monday to Friday 08:00 to 17:00. Support questions via e-mail are answered, normally within the next following business day. Support issue received via telephone are prioritized after arrival.
Day before weekends Frequency Foundry reserves the right to keep the support closed, if this were to happen, it will be announced on Frequency Foundry’ website.
Support means help when there is a problem with standard products from the range of products provided by Frequency Foundry.
Support for Customer customization is provided within the guarantee period of 3 months, then Customization is handled according to current consultancy tariff. What is meant by Customization can be seen in your contract.
Support is provided to the Customer who is appointed FREQUENCY FOUNDRY-administrator.
Frequency Foundry’ obligations does not include to give instructions or educate the user if the necessary information is available in the Services help texts, work flows on the Internet or in other media, to make customer-specific adjustments in the Services, remedy errors that occurred because of the actions of other than Frequency Foundry staff, careless or improper handling, remedy defects caused by a product / service from a third party connected to the Services or remedy errors caused by faults in the Customer’s technical equipment or errors caused by harmful code. Furthermore Frequency Foundry is under no obligation to repair faults in the network, operating system or other software provided by third parties. In other words, support does not include Windows, MS Office, printer or e-mail software, etc.
All efforts by Frequency Foundry should be in reasonable proportion to the subscription fee.
14. Immaterial rights
Frequency Foundry – or its licensors – is the sole owner of all intellectual property rights (IPR) related to the Services. IPR includes but is not limited to copyrights, patents, trademarks, trade names, designs and product designs, source code, databases, business plans and know-how, whether it is registered or not. All documentation, including manuals, user guides, or other written, electronic or non-electronic, descriptions of how the Services are established and used (Documentation) is considered part of the Services and is subject to the same restrictions. All copyrights, trademarks, registered trademarks, product names, company names or logos mentioned in the Services or in connection with the Services are considered the property of the respective owner.
Frequency Foundry claims no intellectual property rights or proprietary rights of any kind, to the data owned by the Customer that is transferred to the Services.
If Frequency Foundry provides products licensed from another supplier than Frequency Foundry, the other provider’s license applies before these terms and conditions.
If the Customer infringes on Frequency Foundry’ or third party’s IPR, or use the Services in a manner inconsistent with the terms and conditions, the Customer shall pay an amount equal to the greater of the equivalent of the Subscription fees for five years in respect to the current licenses or the actual damage. The Customer acknowledges that Frequency Foundry can suffer irreparable damage in case of intrusion or damage to the IPR, and that Frequency Foundry or its licensors shall be entitled to use all reasonable steps to protect its commercial interests, and their property, including all possible measures by law. The corresponding shall apply if the Customer has, or has tried to obtain information or data that the Customer has no right to according to the terms and conditions.
Frequency Foundry shall defend the Customer against claims or proceedings in which a third party has submitted a claim under the Customer’s use of the Services under the terms and conditions in contrary to or infringe any third party’s patent, copyright or other intellectual property right. The Customer shall immediately notify Frequency Foundry if such a requirement has been made. Frequency Foundry shall, to the extent Frequency Foundry is responsible, hold the Customer harmless for any costs, fees, damages, expenses or loss suffered by the Customer under a court vindicated settlement or judgment, including attorney’s fees, provided that the Customer cooperates with Frequency Foundry on the expense of Frequency Foundry and that Frequency Foundry gets full Control over the legal process and or settlement, and that the Settlement frees the Customer from all liability. Frequency Foundry may, at its sole discretion (i) modify the Services so that they are no longer in conflict, (ii) replace the Services with a functionality equivalent to the Services, (iii) obtain a license for the Client’s continued use of the Services, or (iv) terminate Customer’s Account for the Services to a refund of any subscription fees paid in advance for license periods exceeding the day of expiry. The Customer is not entitled to make any other requirements applicable by reason of infringement of third party rights.
What is indicated above shall not be applicable if the Services have been used in violation of the terms and conditions or if claims arise on the basis of modification, integration or Customizing of Services as not performed by Frequency Foundry.
The Customer shall defend Frequency Foundry against requirements or processes where a third party submitted a claim based on that Customer Data, or use of the Services is in violation of the terms and conditions, is in conflict with or infringes the third party’s patent, copyright or other intellectual property right, or in violation of applicable laws. Frequency Foundry shall immediately notify the Customer of any such requirement. The Customer shall indemnify Frequency Foundry for all costs, fees, damages, expenses or losses that Frequency Foundry suffers according to a court vindicated settlement or judgment, including attorney’s fees, provided that Frequency Foundry cooperates with the Customer at the Customer’s expense, and gives the Customer full control over the legal process and / or settlement, and that the settlement relieves Frequency Foundry from any responsibility.
Each party undertakes not to any third party without prior written consent disclose such information if the counter party activities may be regarded as business or professional secrets or which by law is covered by confidentiality ( “Confidential Information”).
The party is responsible for their respective employees and consultant’s observance of the rules set forth herein and should by confidentiality agreements with these or other appropriate measures ensure that contract secrecy is made.
The party’s confidentiality under the Contract applies during the contract and also for a period of five (5) years after the contract has expired.
17. Warranty and Guarantee limit
Frequency Foundry guarantees that the Services will function essentially as described. The Customer and Frequency Foundry agree that the Services and the delivery thereof is not completely free of errors and that the performance improvement is an ongoing process. The Customer permits that Services are delivered in existing condition and used at the Customers own risk.
Frequency Foundry does not guarantee that the Services meet the Customer’s requirements, that they function properly with the Customer’s choice of equipment, systems or preferences, nor that it is not interrupted or free of errors. The Customer is responsible for third-party applications such as web browsers, PDF readers, toolbars, anti virus software and that firewalls are installed properly and allow traffic to the Frequency Foundry referring websites. Furthermore, it should be noted that the use of the Internet to use the Services are neither installed, maintained nor established by Frequency Foundry, and that Frequency Foundry does not have control over the Internet. Frequency Foundry is not responsible for interruptions or disruptions in the operation of any part of the Internet, and is not responsible for any regulation of the Internet. Frequency Foundry shall take all reasonable measures considered appropriate to correct and prevent such events; Frequency Foundry however does not guarantee that no such interruptions can occur. Frequency Foundry is not responsible for the performance of Internet services or how Internet providers perform their services.
If the services are not functioning in accordance with the above limited warranty, Frequency Foundry shall correct all found errors or flaws in Services at their own expense. Frequency Foundry addresses notified errors in the Services as in a serious way affect function of the Services, as soon as possible. Frequency Foundry reserves the right to determine when and how an error will be corrected and when and how an action should be performed. Frequency Foundry fixes errors that do not seriously affect the Customer’s use of the Services and/or functionality of the Services, at the earliest at the next official version of the Services.
The Services are delivered as is and neither Frequency Foundry nor its licensors give warranty, expressly, implied, regarding the suitability for a particular purpose or capacity for system integration. No claims beyond those specifically stated in the terms and conditions made with respect to the Services, and the Customer shall not rely on any claims not expressly mentioned in the terms and conditions.
Links to web pages not owned or controlled by Frequency Foundry that appear in Services or consequent pages or documentation are provided for convenience only. Frequency Foundry is not responsible for such websites.
If any part of the terms and conditions is found to be invalid, completely or partly, shall this not affect validity of other provisions. The provision shall in such cases be replaced by a provision which, as far as possible, achieve the original provision purposes.
18. Limitation of Liability
Frequency Foundry is in no case liable for the contents or ownership of the data.
Frequency Foundry is in no case responsible for any instructions for Data processing or other measures performed by the Customer’s User.
If Frequency Foundry is held responsible for payment of compensation to the customer as a result of a breach of any obligation as follows of the terms and conditions, shall such compensation during no circumstances contain compensation for indirect loss or consequential, or damages of any kind as follows of, or is one results of such breach of contract; Extensive but not exclusively all loss of Data, loss of production, loss of revenue or profit, or third party claims or government decisions, even if the Customer has been advised of the possibility of such damages. Frequency Foundry’ liability under THE TERMS AND CONDITIONS is limited to direct damage, except where otherwise stated by mandatory law, such as in terms of damage caused by gross negligence or intent. All refunds and compensation for direct damage and direct losses and expenses during each 12-month period shall not exceed an amount corresponding to 12 months’ subscription fees for services under the same period. Such refund or replacement can also not exceed a base amount according to Chapter 2. Section 6 Social Insurance Code.
Neither Frequency Foundry nor the Customer shall be liable for any delay or interruption of their commitments caused of, or derived from, one of force majeure events, such as earthquake, riot, labor dispute and other events that are in the same way out of Frequency Foundry’ or the Customer’s control.
In the event that laws, ordinances or regulations relating to the Services or the delivery thereof is changed, or new legislation or regulation becomes effective after the Service has been made available on the market, which prevents Frequency Foundry from fulfilling instructions from the Customer or Frequency Foundry’ obligations under the terms and conditions, and/or requiring that the Service is turned off, totally or partially, for a specified period or for an indefinite period, it shall be deemed to constitute a force majeure event. Frequency Foundry is in no case liable for any force majeure events. In such cases the Customer will be compensated for prepaid subscription fee for the affected Service of the month following the shutdown of the Service by reason of force majeure event. In addition, the Customer is not entitled to make additional demands on Frequency Foundry.
Even if Frequency Foundry will show due care for the secure transmission of information between the Customer and the Services, the Customer permits that the Internet is one open system and that Frequency Foundry cannot guarantee, nor guarantees, that third party is unable to take possession of or change Data or Transference. Frequency Foundry has no responsibility for such unintentionally abuse, disclosure or loss of Data.
19. Contracting Parties and applicable law
The parties’ rights and obligations shall be entirely governed by Swedish law. Disputes concerning the interpretation of the terms and conditions or use of the Services, the parties shall try to resolve amicably. If dispute cannot be solved this way, the dispute shall be settled by arbitration administered by the Stockholm Chamber of Commerce Arbitration Institute (the Institute). If the dispute does not exceed the target value of SEK 100 000 the Institute’s Rules for Expedited Arbitration shall apply. If the dispute exceeds SEK 100 000 the Arbitration Rules of the Stockholm Chamber of Commerce Arbitration Institute apply. If the dispute reaches an amount between SEK 100 000 and SEK 1 million the Arbitral Tribunal shall consist of a sole arbitrator. If the dispute exceeds the value of SEK 1 000 000 the Arbitral Tribunal shall consist of three arbitrators. The disputes value includes the claims made in the Request for Arbitration and any counterclaims in the Respondent’s reply to the Request for Arbitration.
20. Misuse of the Services
According to the Swedish Marketing Act (§13 b) it is prohibited to send e-mails containing advertising to private individuals who have not chosen to receive such e-mails from companies or organisations or from representatives of companies or organisations (the “opt-in” rule).
The Act is not relevant for “business/organisation to business/organisation” (B2B). It is, however, considered to be good policy to always apply the opt-in principle before any advertisement is posted by e-mail.
The Act also mentions that a link for unsubscription should be included in any e-mail communication containing advertisement (the “opt-out” rule). The Service is a tool that i.a. facilitates so called Permission Marketing in order to create good customer relations.
Should the Customer’s misuse of the Services by spamming lead to that Frequency Foundry’ IP-number is blacklisted, i.a. at Spamcop, Frequency Foundry shall have the right to immediately stop further e-mail advertisement from the Customer until the cause for the blacklisting has been investigated.
In the event that the Customer’s misuse would lead to the blacklisting of the hosting supplier’s IP-number, the Customer shall indemnify Frequency Foundry for all costs in connection with such change of IP-number.
If the Customer would be convicted or is remarked by the Swedish Consumer Agency for misuse that involves the Service, Frequency Foundry shall have the right to immediately terminate the subscription without any rights for the Customer to repayment of any prepaid fees or rent.
Frequency Foundry shall not have any liability, direct or indirect, in case of misuse of the Service as set out in this article 20.
User – An individual typically employed by the Customer, which by the Customer has the right to use the Service for Customer’s own internal business purposes.
User account – A common term that refers to Customer Users, Data and other information related to Customer’s use of and access to Services.
Data – All data transmitted by the Customer to or from the Service when the customer uses the service in order to be processed by service
Data processing – Any action or series of actions or other use of data by Frequency Foundry according to the Customer’s instructions or otherwise in order to deliver services to the Customer.
Customer – The legal or individual person that is specified in invoice from Frequency Foundry and who signs a contract with Frequency Foundry based on the terms and conditions.
Starting date – The date of delivery of services should be started in accordance with what is stated in the Agreement by Frequency Foundry providing login information or other instructions for the Customer to be able to take part of the Services.
Additional service (s) – Separate individual features or functional package that the Customer can use against typically separate fees per transaction