1.1. General terms. These general terms and conditions (“General Terms”), together with the Order, Data Privacy Terms, and, when applicable, further Transaction Documents (collectively, the “Connectitude Agreement”), which is agreed between Connectitude AB (“Connectitude”, “we”, “us”, or “our”) and the contracting entity (“you” or “your”) indicated in an Order, governs your use, and our delivery, of all services provided by us to you in relation to a cloud-based Platform.
1.2. Definitions. In this document the capitalized terms used shall have the meaning defined in the clauses or ascribed to them in Section 18.
1.3. Hierarchy of the contract documents. In the event of a conflict in the different documents entered between the Parties they shall prevail in the following order: (i) Order; (ii) Transaction Documents; (iii) the Data Privacy Terms; (iv) these General Terms; (v) any Policy Document posted by us in regards of the Services.
2.1. Order. An Order for the Services shall be binding between the Parties upon acceptance by us.
2.2. General standards. We provide the Services materially in accordance with what is described on our website and, when applicable, as set out in the Transaction Documents. We will use diligent efforts to make the Services available to you subject to operational requirements including maintenance and security.
2.3. Security. We maintain a formal security program that is designed to protect against threats or hazards to the security of Your Content and prevent unauthorized access to Your Content. Providers of our cloud infrastructure are required to (i) implement and maintain a security program that complies, inter alia, with ISO 27001 or a successor standard (if any) that is substantially equivalent to ISO 27001 and that is designed to provide at least the same level of protection as evidenced by the certification of the providers under ISO 27001 and (ii) have the adequacy of their security measures annually verified by independent auditors. The Platform employs firewalls and corresponding management processes designed to protect service delivery including penetration testing. This Section contains Connectitude’s entire obligation regarding the security of Your Content, the Platform, and the Services.
2.4. Changes to the Services. We reserve the right to modify and discontinue separate features and functions of the Services which do not affect the Services materially. We may, but are not under the obligation to, provide updates or upgrades to the Services. We may impose restrictions in your usage of old versions of the Platform or part of the Services. In order to use the Services you must accept certain updates and upgrades to local, or site-based, software deemed as critical for the Services by us (“Critical updates”).
2.5. Alterations to the Connectitude Agreement. The terms of the Connectitude Agreement published at the date of an Order shall apply until the end of the Subscription Term for the Services agreed in such Order and to all Services thereafter ordered and designated as related Services in an Order. If no specific term is stated, the term will be continuous with a right for you to terminate with 30 days’ written notice and for us to terminate with 90 days’ written notice.
2.6. Subcontractors. To support the Services, we may use personnel and resources in various countries, including subcontractors.
2.7. Data. Without limiting any of our rights in Section 5.1, Connectitude or Connectitude’s subcontractors may monitor your usage or experience of the Services and Third Party Applications for Connectitude’s internal purposes. We may at all times use data and usage information to improve the Services, other Connectitude products and services, and Connectitude’s subcontractors’ services.
2.8. Privacy. Each Party shall comply with all applicable data privacy Laws. If we act as your processor of personal data, our data privacy terms apply to your use of the relevant Services.
2.9. Open source. Connectitude may include open-source software in the Service, for which applicable open source terms and conditions shall apply in lieu of the Connectitude Agreement.
2.10. Internet connection. You are at all times responsible for securing and maintaining an internet connection and suitable connectivity to the Services at your own expense.
2.11. Out of scope. The Services does not include the provision of any software, hardware or services that are not provided, or delivered, by Connectitude.
3.1. Rights. We grant you the non-exclusive, non-transferable, and sublicensable to your customers right to access and use during the Subscription Term and permit Third Parties to access and use the Services for your and your customers internal purposes as end-users, subject only to the limitations set out in the Connectitude Agreement.
3.2. Your Content. You are responsible for the development, content, management, use, and quality of Your Content. This includes: (i) compatibility of any calls you make to a Service with the Platform APIs; (ii) the compliance of Laws in regards of security or archiving obligation of the information or when transferring Your Content outside your country of residence; and (iii) ensuring that Your Content can be used as permitted under the Connectitude Agreement without violating Laws, permits or rights of others. We will not delete any of Your Content during the Subscription Term unless such deletion is required by a governmental body, to avoid or limit the liability of Connectitude or any Third Party, or to protect the security of Connectitude’s systems.
3.3. Access information. Services on the Platform may only be accessed by Users via your Account using access information provided by you, by Connectitude at your request, or by a Third Party authorized by you. Unless otherwise agreed, the number of permitted Users for a Service shall be on a named User-basis. You shall protect access information from unauthorized access and ensure that any credentials are used only by the individual who was granted the credentials.
3.4. Responsibility for Users etc. You are responsible for all activities on your Account and any use of the Services by any User, your employees, or any Third Party to whom you facilitate or permit access to the Services and all liabilities or other consequences arising therefrom as if these were your own acts. You will ensure that all Users, your employees, and any Third Party to whom you facilitate or permit access to the Services comply with your obligations under the Connectitude Agreement. Should you become aware of any violation of your obligations under the Connectitude Agreement you will immediately terminate the relevant person’s access to the Services. You acknowledge and agree that your Users who submit Orders or notifications to us act on your behalf and have the legal authority to bind you.
3.5. Obligations when using the Services. It is your responsibility that your usage of the Services complies with the Laws at all times. You shall (i) obtain at your own expense any rights, consents, and permits from sellers of software and services used by you in connection with the Services which are necessary for Connectitude and its subcontractors to provide the Services and (ii) always keep up to date any software that we provide to you as part of the Services by installing updates and patches as they become available. You shall remain responsible for the security of your systems and of on-premises hardware and software.
3.6. Migration of data. You are responsible for not violating any Laws, permits or rights of others, when migrating or transferring data from the Platform directly or indirectly to a Third Party or another system or platform and when thereafter using such data.
3.7. Obligations when Using Third Party Applications. If you use our Services to access an Application which you have developed or which is provided to you by a Third Party (“Third Party Application”), you acknowledge and agree that: (i) any contractual relationship regarding the use of a Third Party Application and any related services or product is solely between you and the provider of the Third Party Application; (ii) Connectitude is under no obligation to test, validate, or otherwise review the Third Party Application; (iii) Connectitude does not assume any obligation or responsibility with regard to the use of the Third Party Application, its support, or any other related services or products, whether or not they are designated by Connectitude as “certified” or otherwise; and (iv) the use of a Third Party Application may enable the provider of the Third Party Application to collect and use Your Content and data regarding a User’s usage of the Third Party Application and/or to transfer copies of Your Content and usage data for the Third Party Application outside the Platform. Connectitude shall not be responsible for any consequences resulting from any access to Your Content through a Third Party Application.
3.8. Support and Maintenance. In order to supply the Services we may need access to your account for support, maintenance etc.
3.9. Not designated for High Risk Systems. You agree and acknowledge that (i) our Services are not designed to be used for the operation of or within a High Risk System if the functioning of the High Risk System is dependent on the proper functioning of the Services and (ii) the outcome from any processing of data through the use of the Services is beyond our control. You are responsible for the use, reliance and interpretation of the outcome from such processing.
4.1. Fees and payment. The fee applicable for the Services is the one stated in the Order or the Transaction Documents or otherwise agreed. Fees are due upon receipt of the invoice and without any deduction within 20 days of the invoice date using one of the payment methods we support. Any overdue payment shall accrue interest at the rate of 2 % per month.
4.2. Adjusted fees. We reserve the right to with 3 months’ written notice adjust the prices of the Services, however in such case you may, if you do not accept the adjusted fees, the latest two weeks after the adjusted fees are implemented, with a written notice terminate the Services. During the termination period, that can be extended up to 6 months by you, you pay the original fees for the Services.
4.3. Index. The fees for the Services shall every 12 months be increased in relation to Labor Cost Index for non-manual workers in private sector (LCI non-man), with a base index year of 2008, with a minimum of 0%. The index is provided by Statistics Sweden.
4.4. Purchase from reseller. If Services are sold through a reseller, you shall pay the fees only to such reseller.
4.5. VAT and import duties. The fees are stated exclusive of VAT and import duties etc. You are responsible for paying applicable VAT, import duties or other taxes, and even if these payments were to be paid by us, you must reimburse us thereof. If we require you to, you are obliged to show us the official tax receipt of such payments.
5.1. Rights to Your Content. All rights in and to Your Content, including all intellectual property rights, shall be your exclusive property and shall remain wholly vested in you. Connectitude and its business partners have a worldwide, non-exclusive, royalty free right to use, host, store, transmit, display, modify, and reproduce Your Content for the purpose of providing the Services.
5.2. Rights to the Platform etc. All rights in and to the Platform and the Services, including any know-how and any part and improvement thereof, and all intellectual property rights in or to the foregoing shall remain wholly vested in Connectitude, its business partners, and/or licensors.
6.1. Service standards. We guarantee that the Services will be provided and performed as set forth in Section 2.2. If Services fail to perform as guaranteed hereunder, to the extent permissible under Applicable Law, our sole obligation and your exclusive remedy will be (i) to use diligent efforts to restore the non-conforming Service so that it conforms to the guarantee, or (ii) if such restoration is not possible, to terminate the non-conforming Service and refund any prepaid amounts for such Service on a pro-rata basis for the remainder of the Subscription Term.
6.2. Limitations of the guarantees. Section 6.1 sets out the exclusive guarantees from us and it replaces all other guarantees (expressly stated or implied).
7.1. IP infringement. If a Third Party asserts a claim against you that the Services infringe such Third Party’s patent or copyright, we will defend you against or, at our option, settle such claim and pay amounts (including costs) finally awarded by a court of competent jurisdiction against you or included in a settlement approved by us.
7.1.1. Notices regarding IP claims etc. You will give us written notice of such claim without undue delay, allow us to control the defense and settlement, and reasonably cooperate with us in this regard (whereas we will pay all reasonable expenses you thereby encounter). Your failure to provide such notice or cooperation will release us from our obligations under this Section 7.1 if, and to the extent, we are materially prejudiced by such failure.
7.1.2. Exceptions. Our obligations in this Section 7.1 shall not apply to the extent that any such infringement claims arise from: (i) your failure to use the most current version of the Services or a defect correction or patch made available by us; (ii) the combination, operation, or use of the Services in conjunction with any of Your Content or with any Third Party software, equipment, materials, services or products; (iii) an adjustment or configuration of the Services not made or authorized by us; (iv) any use of the Services following our notification to you to discontinue such use; or (v) our compliance with designs, plans, or specifications provided to us by you or on your behalf.
7.1.3. Injunction. If a permanent injunction is obtained against you due to an infringement pursuant to Section 7.1, then we will, at our sole discretion: (i) obtain for you the right to continue using the Services; (ii) replace or modify the Services so that they no longer infringe the relevant intellectual property right; or (iii) if neither of the remedies in (i) or (ii) are commercially reasonable, grant you a pro-rata refund of amounts prepaid by you for use of the affected Services, and you shall immediately cease to use the affected Services. We may decide to provide the remedies specified in this Section prior to the issuance of a permanent injunction if such injunction is imminent.
7.1.4. Sole and exclusive remedy. To the extent permissible under Applicable Law, this Section 7.1 represents the sole and exclusive remedy available to you against Connectitude for infringement of intellectual property rights under the Connectitude Agreement.
7.2. Indemnification to us. You will indemnify Connectitude, our suppliers and contractors, and each of their respective employees, officers, directors, and representatives from and against, and, at Connectitude’s option, defend Connectitude from, any claims, damages, liabilities, losses, costs and expenses arising from or in connection with: (i) Your Content; (ii) any violation of Laws or rights of others by your use of the Services; (iii) any breach by you of the Connectitude Agreement, (iv) operation, combination, or use of the Services in conjunction with any of Your Content and/or in conjunction with any Third Party software, materials, or services; (v) an adjustment or configuration of the Services made by you or a Third Party to which you facilitate or permit access to the Services, including Users; (vi) our compliance with designs, plans, or specifications provided to us by you or on your behalf; (vii) any incorrect statements contained in information or material which you use or provide to us for use with Third Parties; (viii) any claims by any User or any Third Party to which you facilitate or permit access to the Services; (ix) the use of your trademarks, designations, and logos as authorized by you; (x) your use of Connectitude’s trademarks, designations, and logos in breach of the authorization granted to you in a Transaction Document; and (xi) the use of a Service for the operation of, or within, a High Risk System, if the functioning of a High Risk System depends on the proper functioning of a Service or a Service caused a High Risk System to fail. Section 7.1.1 shall apply mutatis mutandis.
8.1. General limitation. Connectitude’s entire liability for all claims and indemnities arising out of or related to the Connectitude Agreement, will not exceed, in the aggregate, the fees paid to us by you during the 12 months prior to the date on which the claim arose for the specific Service giving rise to the claim.
8.2. Notification within 12 months. Claims against either Party must be brought forward no later than 12 months after the event giving rise to the respective claim. Thereafter all claims arising out of that event shall be void.
8.3. Disclaimer. In no event will either Party be liable for any loss of production, contractual claims by any Third Party, damage to property, loss or corruption of Your Content, loss of use, loss of profit or indirect or consequential damages. This limitation applies even if a Party has been advised of the possibility of such damages in advance, and all such damages are expressly disclaimed.
9.1. Our right to suspend. We may suspend or limit Users’ use of a Service, or portion thereof, immediately if we reasonably determine that there is a material breach of your obligations or a security incident or threat to the security of the Platform in connection with your access to or use of Services; or if such suspension or limitation is required by Laws, a court decision, or a request from a governmental body. Failure to pay fees within 10 days after receipt of a reminder constitute a material breach.
9.2. Effect of temporary suspension. Your obligation to pay fees remains unaffected during temporary suspensions caused by a material breach of your obligations. Suspension for other reasons will relieve you from payment of fees during the suspension period. If you can reasonably remedy the cause of the suspension or limitation, we will notify you of the actions that you must take to reinstate the Services. The suspension or limitation will be lifted as soon as the reason for such suspension or limitation no longer exists. Our right to pre-terminate pursuant to Section 10.2, and all other rights and remedies we may have, remain unaffected.
10.1. General termination. A Service may only be terminated or renewed in accordance with what is stipulated in the Connectitude Agreement. In accordance with Section 2.5 a Service will automatically be terminated at the end of a Subscription Term. Connectitude reserves the right to terminate all Services supplied, including prior to the end of a Subscription Term, with a 120 days termination period.
10.2. Pre-termination. Either Party may terminate a Service prior to the Subscription Term in the event of (i) the other Party’s material breach if such breach remains uncured for a period of 30 days from receipt of notice specifying the breach by the other Party, or (ii) the other Party making an assignment for the benefit of creditors or similar disposition of assets, or becoming the subject of any bankruptcy, reorganization, liquidation, or similar. Only the Service affected by the material breach may be terminated.
10.3. Effect of a termination. On termination of a Service for any reason, subject to Section 10.4, you shall immediately: (i) cease using the affected Service; and (ii) return or, if instructed by us, destroy or delete all Materials relating to the affected Service, including all installed hardware, software or other products. Termination of the Connectitude Agreement shall be deemed as termination of all Services. Except as otherwise set out in the Connectitude Agreement, you must pay to us all fees due at the time of termination and all fees paid by you to us are nonrefundable except as specifically set forth in these General Terms. In case of termination in accordance with section 10.1 or pre-termination by you in accordance with Section 10.2, we will refund a reasonable portion of any prepaid amounts for the applicable Service for the remaining Subscription Term. Any terms and conditions of the Connectitude Agreement, which by their nature should survive a termination or expiry, shall survive and continue in full force and effect after such termination or expiry.
10.4. Post-termination. After termination of a Service, we will remove Your Content that is associated with such Service from the Platform, unless otherwise provided under the Connectitude Agreement or otherwise excepted by you. However, upon your request made within 30 days following the termination date, we will assist you in transitioning certain parts of Your Content to an alternate technology to the same extent that we make such services generally available to all our customers. You are informed that such assistance will be charged under separately agreed terms. You acknowledge that some of Your Content may be retained by us as part of a backup of the Platform until deletion of such files or used after termination by us, subject to it being un-personalized.
11.1. Confidentiality obligations. Both Parties must treat Confidential Information disclosed by the other Party or its Affiliates as confidential, only use it for implementation of or as otherwise permitted by the Connectitude Agreement, and not disclose such Confidential Information to anyone except to those Users, employees, Affiliates, business partners and advisors, and the respective employees of such Affiliates, business partners and advisors who are bound to appropriate confidentiality obligations and who are required to know that information for implementation of, or who are otherwise permitted by, the Connectitude Agreement to use this information.
11.2. Permitted disclosure. We will not disclose Confidential Information and/or any of our Content to any Third Party except (i) if permitted in the Connectitude Agreement (ii) as instructed by you, or (iii) as required by Laws or governmental order.
You agree to comply with all applicable sanctions (including embargoes) and (re-)export control laws and regulations.
13.1. Provision of free of charge Services. If we enable you to access and use Services free of charge, the limitations under this Section 13 apply in addition to any additional limitations in the Connectitude Agreement, including Sections 6.2 and 8 of this Connectitude Agreement.
13.2. Changes etc to free of charge Services. We may change, limit, or discontinue any free of charge Service and your access to and use of such Services in our sole discretion. Your Content may also be deleted upon the expiration or discontinuation of the free of charge Service, unless specific migration to the related paid Services is available and agreed.
13.3. Service standards of free of charge Services. Free of charge Services may only be used for the purpose of evaluating their functionality and to provide feedback to Connectitude. Such Services may not comply with the normal security standards as described in Section 2.2, their performance and availability may be lower than paid Services, personal data may not be processed, and productive use is at your own risk.
13.4. Liabilities of free of charge Services. Except to the extent prohibited by Applicable Law, services delivered free of charge are provided “as is” without any guarantees of any kind, without support and availability commitments, and we are not obliged to offer post-termination assistance to these Services. Connectitude’s entire liability for all claims, damages, and indemnities arising out of or related to your use of a free of charge Service will not exceed, in the aggregate, the amount of SEK 0.
In order to facilitate the Services we may offer to supply you with hardware, supplied in turn to us by a Third Party. In such cases our Services includes the delivery of the hardware, however we do not take any further responsibility for the hardware as such and your rights and responsibilities in regard to the hardware is fully regulated by such Third Party supplier’s terms in regards thereof. We do not in any situation take on a further responsibility in regards of the hardware than we in turn can bring forward to the Third Party supplier.
15.1 Liability. If you build and supply machines as an original equipment manufacturer, machine manufacturer or machine builder, we will, if nothing else is agreed, only be liable to you as our customer.
15.2. Limitation of sub-usage. If you are an original equipment manufacturer, machine manufacturer or machine builder, you may only connect or implement devices or machines developed or supplied by you to the Platform.
16.1. Assignment. You shall not assign the Connectitude Agreement, in whole or in part, or any of the rights granted thereunder without our prior written consent. We may assign the Connectitude Agreement or any right granted thereunder or individual orders to any of our Affiliates that assume our obligations.
16.2. Set-off. You may only set off claims or assert a right of retention with regard to claims that are uncontested by us, are ready for decision, or have been confirmed by final court judgment.
16.3. Force majeure. None of the Parties shall be liable for any failure or delay in its performance under the Connectitude Agreement due to force majeure, e g severe pandemic, earthquakes, fires, riot, sabotage, attacks on IT systems by Third Parties, acts or omissions of civil or military authorities, war, or terrorism.
16.4. Notices. We may provide notice to you under the Connectitude Agreement by: (i) posting a notice on your Account or (ii) sending a message to the email address provided to us in an Order or then associated with your Account. Such notices shall be deemed to have been provided to you when confirmed or 2 days following the date of such notice being sent. General notices to us shall be sent to [email protected] However, notices of claims or notices regarding disputes shall always be sent to the contact addresses provided in the respective Order.
16.5. Independent contractors. For all purposes, the Parties will be deemed to be independent contractors, and nothing contained in the Connectitude Agreement will be deemed to constitute a joint venture, or other similar relationship.
16.6. Validity and enforceability. If any provision of the Connectitude Agreement is held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of the Parties as nearly as possible in accordance with Applicable Law.
16.7. Entire agreement. The Connectitude Agreement constitutes the full and complete statement of the terms agreed between the Parties with respect to the subject matter thereof and supersedes any previous or contemporaneous agreements or understandings, whether written or verbal, relating to its subject matter. Subject to Section 2.4, the Connectitude Agreement may not be varied other than in writing executed by the duly authorized representatives of both Parties or via an online mechanism, if so provided explicitly for such purpose by us. No other terms and conditions shall apply.
17.1. Applicable Law. The Connectitude Agreement shall be governed by and construed in accordance with the laws of Sweden, without giving effect to any choice-of-law rules that may require the application of the law of another jurisdiction. The UN Convention on Contracts for the International Sale of Goods shall not apply.
17.2. Dispute resolution. All disputes arising out of or in connection with the Connectitude Agreement, shall be finally settled in public court in Sweden, with the district court of Malmö as court of first instance.
“Account” means one or more web-based accounts, enabling access to and use of certain Services provided on the Platform.
“Affiliate“ means a legal entity, directly or indirectly owned or controlled by (or owning or controlling directly or indirectly or under common direct or indirect control with) one of the Parties.
“Applicable Law” means the law specified in Section 17.1.
“Application” means software that is used on the Platform or interoperates with the Platform via Platform APIs.
“Connectitude” means Connectitude AB (Sweden) and its Affiliates.
“Connectitude’s trademarks” including Connectitude, Connectitude PRM, Connectitude IIoT Platform, Connectitude IIoT for Factories and Connectitude IIoT for OEM.
“Confidential Information” means any information disclosed by a Party or its Affiliate to the other Party under or in connection with the Connectitude Agreement and which is – when disclosed – identified as “Confidential” or consists of information that, by its nature or context, is sufficient to put the receiving Party on notice of its confidential nature. In addition it also means any information and materials obtained by you in connection with the Connectitude Agreement or the Services, including the performance and availability of the Services, the Platform, information regarding Connectitude’s business strategies, trade secrets, know-how, pricing, technology. Confidential Information does not include information that: (i) is generally available to the public without breach of the Connectitude Agreement and without any wrongdoing; (ii) is or becomes available to the recipient from a source other than the Party who discloses the Confidential Information, provided that the recipient has no reason to believe that such source is itself bound by a confidentiality obligation or that such source has obtained the information through any wrongful or tortious conduct; (iii) was lawfully in the recipient’s possession prior to receipt from the other Party without a corresponding obligation of confidentiality; (iv) is independently developed by the recipient without the use of, or reference to, Confidential Information; or (v) has been released by the disclosing Party for non-confidential use.
“Critical updates” means de updates specified in Section 2.4.
“Data Privacy Terms” means the document of the same name located at our website.
“High Risk System” means a system or device that needs extra safety functionalities such as fail-safe or fault-tolerant features to maintain a safe state where it is reasonably foreseeable that failure of the device or system could lead directly to death, personal injury, or catastrophic property damage.
“Laws” means any law, rule, regulation, norm, or directive.
“Material” means any software, sample code, technology, documentation, and other proprietary material or information made available to you by us in relation to the Services.
“Order” means a document or electronic form provided by Connectitude for the ordering of the Services.
“Platform” means Connectitude IIoT Platform™ solution enabling different devices and machines to connect to the Internet on which the Services are provided and includes other Connectitude branded solutions that are offered from Connectitude.
“Platform APIs” means Connectitude’s application programming interfaces that are integrated with the Platform or the Services.
“Party” means you or us, depending on the context.
“Policy document” means document with the word “policy” in the document name, located at our website.
“Services” means the services as described in the Connectitude Agreement.
“Subscription Term” means the period for which a Service is agreed as specified in the Order.
“Third Party” means any person or legal entity other than you or Connectitude.
“Transaction Documents” means the documents referenced in the Order and which further govern or describe the Services.
“User” means an individual who has access to your Account, or who is otherwise authorized by you to access your Account.
“Your Content” means any information, data, software, program or code in any form that is entered on the Platform in connection with your or any User’s use of the Services under your Account. Your Content does not include the Platform and the Services.